Investor Relations

Composition of Board & Committees

Board of Directors

  • Mr. Diwakar Aggarwal Non-Executive Director
     
  • Mr. Shikhar Aggarwal Non-Executive Director
     
  • Mr. Rakesh Mohan Garg Non-Executive Independent Director
     
  • Dr. Ram Prakash Bajpai Non-Executive Independent Director
     
  • Mr. Manoj Joshi Non-Executive Independent Director
     
  • Ms. Shivani Mishra Non-Executive Independent Director
     
  • Mr. Rahul Sharma Executive Director and Chief Financial Officer

Board Committees:

Audit Committee

  • Dr. Ram Prakash Bajpai Chairperson (Independent Director)
  • Mr. Rakesh Mohan Garg Member (Independent Director)
  • Ms. Shivani Mishra Member (Independent Director)
  • Mr. Rahul Sharma Member (Executive Director)

Mandate of the Committee

  1. oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;
  2. recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;
  3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  4. formulation of a policy on related party transactions, which shall include materiality of related party transactions;
  5. reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;
  6. examining and reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
    • Matters required to be included in the director’s responsibility statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
    • Changes, if any, in accounting policies and practices and reasons for the same;
    • Major accounting entries involving estimates based on the exercise of judgment by management;
    • Significant adjustments made in the financial statements arising out of audit findings;
    • Compliance with listing and other legal requirements relating to financial statements;
    • Disclosure of any related party transactions; and
    • Modified opinion(s) in the draft audit report.
  7. reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;
  8. reviewing, with the management, the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
  9. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
  10. approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;
  11. scrutiny of inter-corporate loans and investments;
  12. valuation of undertakings or assets of the Company, wherever it is necessary;
  13. evaluation of internal financial controls and risk management systems;
  14. reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  15. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
  16. discussion with internal auditors of any significant findings and follow up there on;
  17. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
  18. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  19. recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;
  20. looking into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors;
  21. reviewing the functioning of the whistle blower mechanism;
  22. monitoring the end use of funds raised through public offers and related matters;
  23. overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;
  24. approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
  25. reviewing the utilization of loans and/or advances from / investment by the holding company in the subsidiary exceeding ₹ 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing;
  26. carrying out any other functions required to be carried out as per the terms of reference of the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;
  27. consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its members; and
  28. to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and
  29. Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable provisions and/ or delegated by the Board of Directors of the Company.
  30. Approve all related party transactions and subsequent material modifications

Nomination and Remuneration Committee

  • Dr. Ram Prakash Bajpai Chairperson (Independent Director)
  • Ms. Shivani Mishra Member (Independent Director)
  • Mr. Manoj Joshi Member (Independent Director)

Mandate

  1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (the “Board” or “Board of Directors”) a policy relating to the remuneration of the directors, key managerial personnel and other employees (“Remuneration Policy”).

    The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

    • the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;
    • relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
    • remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals.

  2. Formulation of criteria for evaluation of performance of independent directors and the Board;
  3. Devising a policy on Board diversity;
  4. Identifying persons who are qualified to become directors and who may be appointed as senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out effective evaluation of performance of Board, its committees and individual directors (including independent directors) to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;
  5. Analysing, monitoring and reviewing various human resource and compensation matters;
  6. Deciding whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
  7. Deciding whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
  8. Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;
  9. Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary;
  10. Reviewing and approving the Company’s compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;
  11. Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if applicable;
  12. Frame suitable policies, procedures and systems to ensure that there is no violation of the applicable securities laws, as amended from time to time:
  13. Administering monitoring and formulating detailed terms and conditions the employee stock option scheme/ plan approved by the Board and the members of the Company in accordance with the terms of such scheme/ plan (“ESOP Scheme”), if any;
  14. Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/ or rescinding rules and regulations relating to the administration of the ESOP Scheme;
  15. Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.
  16. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
    • use the services of an external agencies, if required;
    • consider candidates from a wide range of backgrounds, having due regard to diversity; and
    • consider the time commitments of the candidates.
  17. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time and/ or delegated by the Board of Directors from time to time.

Stakeholder's Relationship Committee

  • Mr. Rakesh Mohan Garg Chairperson (Independent Director)
  • Mr. Shikhar Aggarwal Member (Non-Executive Director)
  • Ms. Shivani Mishra Member (Independent Director)

Mandate

  1. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders;
  2. Resolving the grievances of the security holders including complaints related to transfer / transmission of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer / transmission of shares and debentures, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;
  3. Review of measures taken for effective exercise of voting rights by members;
  4. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;
  5. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;
  6. Review of adherence to the service standards adopted in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;
  7. Review of the various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the members of the company; and
  8. Carrying out such other functions as may be specified by the Board from time to time or specified / provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

Corporate Social Responsibility Committee (CSR)

  • Dr. Ram Prakash Bajpai Chairperson (Independent Director)
  • Mr. Rahul Sharma Member (Executive Director)
  • Ms. Shivani Mishra Member (Independent Director)

Mandate

  1. formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;
  2. identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
  3. review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company;
  4. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;
  5. review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;
  6. any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and
  7. exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.

Risk Management Committee

  • Mr. Rakesh Mohan Garg Chairperson (Independent Director )
     
  • Mr. Manoj Joshi Member (Independent Director)
     
  • Mr. Shikhar Aggarwal Member (Non-Executive Director)
     
  • Mr. Rahul Sharma Member (Executive Director; and Chief Risk Officer )

Mandate

  1. To review and assess the risk management system and policy of the Company from time to time and recommend for amendment or modification thereof;
  2. To implement and monitor policies and/or processes for ensuring cyber security;
  3. To frame, devise and monitor detailed risk management plan and policy of the Company which shall include:
    • A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly ESG related risks),information, cyber security risks, or any other risk as may be determined by the Committee.
    • Measures for risk mitigation including systems and processes for internal control of identified risks.
    • Business Continuity Plan
  4. To review and recommend potential risk involved in any new business plans and processes;
  5. To review the Company’s risk-reward performance to align with the Company’s overall policy objectives;
  6. Monitor and review regular updates on business continuity;
  7. To seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.
  8. Advise the Board with regard to risk management decisions in relation to strategic and operational matters such as corporate strategy; and
  9. Performing such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority.
  10. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the company;
  11. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
  12. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
  13. To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;
  14. To review the appointment, removal, and terms of remuneration of the Chief Risk Officer (if any).
  15. Coordination of activities with other committee, in instances where there is any overlap with the activities of such committees as per the framework laid down by the Board of Directors.
  16. Carrying out such other functions as may be specified by the Board from time to time or specified / provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

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