Board Committee

Audit Committee

The Audit Committee is headed by an Independent Director and consists of the members as stated below.

  • Ms. Homai A Daruwalla-Chairperson ( Independent Non Executive Director )
  • Mr. Nikhil Sawhney ( Promoter & Executive Director )
  • Dr. Santosh Pande ( Independent Non Executive Director )

The Company Secretary acts as the Secretary of the Audit Committee.

The terms of reference of the Committee inter-alia include Reviewing the Company’s financial reporting process and its financial statements:
Reviewing the accounting and financial policies and practices and compliance with applicable accounting standards. Reviewing the efficacy of the internal control mechanism, monitor risk management policies adopted by the Company and ensure compliance with regulatory guidelines. Reviewing reports furnished by the internal and statutory auditors, and ensure that suitable followup action is taken. Examining accountancy and disclosure aspects of all significant transactions. Reviewing with management the quarterly, half yearly & annual financial statements including review of qualifications, if any, in the audit report before submission to the Board for approval. Recommending appointment of Statutory and internal auditors and fixation of audit fees. Seeking legal or professional advice, if required. Approval or any subsequent modifications of transactions of the Company with related parties. Scrutiny of Inter-Corporate loans and investments. Valuation of undertakings or assets of the Company, wherever required. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding Rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investment.

Nomination And Remuneration Committee

The Nomination & Remuneration Committee is headed by an Independent Director and consists of the members as stated below.

  • Ms. Homai A Daruwalla-Chairperson ( Independent Non Executive Director )
  • Mr. Tarun Sawhney ( Promoter & Non Executive Director )
  • Dr. Santosh Pande ( Independent Non Executive Director )

The broad terms of reference of the Committee are to Identify persons who are qualified to become Directors (Executive, Non-Executive and Independent Directors) and who may be appointed in senior management in accordance with the criteria laid down. Recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, a policy relating to the remuneration for the directors (Executive, Non-Executive and Independent Directors), key managerial personnel and other employees. Plan for succession of Board members and Key Managerial Personnel; Devise a policy on Board diversity; Formulate and administer the Company’s Employee Stock Option Scheme from time to time in accordance with SEBI guidelines; and Review the adequacy of aforesaid terms of reference and recommend any proposed change to the Board for its approval.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee is headed by an Independent Director and consists of the members as stated below.

  • Ms. Homai A Daruwalla-Chairperson ( Independent Non Executive Director )
  • Mr. Nikhil Sawhney ( Promoter & Executive Director )
  • Mr. Tarun Sawhney ( Promoter & Non Executive Director )

The Function and terms of reference of the Stakeholders’ Relationship Committee as specified in the Regulation 20 of the Listing Regulations and Section 178 of the Companies Act 2013 as amended form time to time and broadly include Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc. Review of measures taken for effective exercise of voting rights by shareholders. Review of adherence to the service standards adopted by the company in respect of various services being rendered by the Registrar & Share Transfer Agent. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of the Company. Review of the report(s) which may be submitted by the Company Secretary / RTA relating to approval/ confirmation of requests for share transfer/ transmission/ transposition/consolidation/issue of duplicate share certificates/ sub-division, consolidation, remat, demat etc. on quarterly basis.

Company Secretary has been designated as the Compliance Officer of the Company.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is headed by an Executive Director and consists of the members as stated below.

  • Mr. Nikhil Sawhney-Chairman ( Promoter & Executive Director )
  • Mr. Tarun Sawhney ( Promoter & Non Executive Director )
  • Mr. Arun Mote ( Executive Director )
  • Ms. Homai A Daruwalla ( Independent Non Executive Director )

In accordance with the provisions of Companies Act, 2013, the Committee is authorised to formulate and recommend to the board, a CSR policy indicating the activity or activities to be undertaken by the Company as specified in Schedule VII of the Companies Act 2013; recommend amounts to be spent on these activities; review the Company’s CSR policy periodically and monitor the implementation of the CSR projects by instituting a structured and effective monitoring mechanism.

Risk Management Committee

The Risk Management Committee comprises of Mr. Nikhil Sawhney - Vice Chairman and Managing Director as the Chairman, Mr Arun Prabhakar Mote-Executive Director, Dr. Santosh Pande – Independent Director and Mr. Deepak K Sen – Chief Financial Officer as its members.

The Function and term of reference of the Committee are: Framing a risk management policy; Identify Company’s risk appetite set for various elements of risk; Review the risk management practices and structures and recommend changes to ensure their adequacy; Approve and review the risk management plans put in place by management; Ensure adequacy of risk management practices in the Company; Cyber Security and Any other matter as the Board of directors may define.

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