Safeguarding
Stakeholder
Interests

Board of Directors

Dhruv Sawhney

Chairman & Managing Director

Tarun Sawhney

Vice Chairman and Managing Director

Nikhil Sawhney

Non-Executive Director

Arun Mote

Executive Director

Homai A. Daruwalla

Independent Non-Executive Director

Dr. Anil Kakodkar

Independent Non-Executive Director

Shailendra Bhandari

Independent Non-Executive Director

Vijay Kumar Thadani

Independent Non-Executive Director

Pulak Chandan Prasad

Non-Executive - Non-Independent Director

Vipin Sondhi

Non-Executive Independent Director

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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 )
  • Mr. Shailendra Bhandari ( 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 financial reporting process and financial statements
  • Reviewing the accounting & financial policies and practices, along with ensuring that they are in compliance with applicable accounting standards. 
  • Reviewing the efficacy of the internal control mechanism, monitoring risk management policies adopted by our Company and ensuring compliance with regulatory guidelines. 
  • Reviewing reports furnished by the internal and statutory auditors, and ensuring that suitable follow-up 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 our Company with related parties. 
  • Scrutiny of Inter-Corporate loans and investments. 
  • Valuation of undertakings or assets of our 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.

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 from time to time and broadly include:

  • Resolving the grievances of the security holders of our Company including complaints related to transfer/transmission of shares, non-receipt of the annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc. 
  • Review of measures taken for the effective exercise of voting rights by shareholders. 
  • Review of adherence to the service standards adopted by our Company in respect of various services being rendered by the Registrar & Share Transfer Agent. 
  • Review of the various measures and initiatives taken by our Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of our Company. 
  • Review of the report(s) which may be submitted by our 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 a quarterly basis.

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

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. Dhruv M Sawhney (Promoter & Executive Director)
  • Mr. Vijay Kumar Thadani (Independent Non-Executive Director)
  • Mr. Vipin Sondhi  (Independent Non-Executive Director)

The broad terms of reference of the Committee are:

  • Identify persons who are qualified to become Directors (Executive, Non-Executive and Independent Directors) and who may be appointed to senior management in accordance with the criteria laid down. 
  • Recommend to the Board their appointment and removal and shall carry out an 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 the succession of Board members and Key Managerial Personnel.
  • Devise a policy on Board diversity. 
  • Formulate and administer our Company’s Employee Stock Option Scheme from time to time in accordance with SEBI guidelines.
  • Review the adequacy of aforesaid terms of reference and recommend any proposed change to the Board for its approval.

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 the Companies Act, 2013, the Committee is authorised to do the following: 

  • To formulate and recommend to the board, a CSR policy indicating the activity or activities to be undertaken by our Company as specified in Schedule VII of the Companies Act 2013. 
  • Recommend amounts to be spent on these activities. 
  • Review our Company’s CSR policy periodically and monitor the implementation of the CSR projects by instituting a structured and effective monitoring mechanism.

The Risk Management Committee comprises of- 

  • Mr. Nikhil Sawhney – Vice Chairman and Managing Director as the Chairman
  • Mr Arun Prabhakar Mote-Executive Director
  • Ms. Homai A Daruwalla – Independent Non-Executive Director 
  • Mr. Lalit Agarwal – Vice President & CFO

 

The Function and terms of reference of the Committee are:

  • Framing a risk management policy
  • Identify our 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 our Company
  • Cyber Security and Any other matter as the Board of directors may define.

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