We have complied with the requirements of corporate governance contained in the listing agreements to be entered into with the Stock Exchange, particularly those in relation to the composition of the Board of Directors, constitution of committees such as Audit Committee, Remuneration Committee and Shareholders’/ Investors’ Grievance Committee. Further, the provisions of the listing agreements to be entered into with the Stock Exchange become applicable to us at the time of seeking in-principle approval of the Stock Exchange. We have also adopted the corporate governance code in accordance with Clause 49 of the listing agreements to be entered into with the Stock Exchange prior to listing, as would be applicable to our Company upon the listing of its Equity Shares.
Our Company undertakes to take all necessary steps to comply with all the requirements of the SEBI ICDR Regulations on corporate governance and adopt the corporate governance code as per Clause 49 of the Listing Agreement to be entered into with the Stock Exchange.
Currently our Board has ten Directors and our chairman is an independent director and not related to the promoters. In compliance with the requirements of Clause 49 of the Listing Agreement, our Board consists of (i) not less than 50% non-executive Directors and (ii) at least one third independent Directors. Our Board has constituted the following committees:
(A)
Audit Committee;
(B)
Shareholders’/investors’ grievance committee;
(C)
Remuneration / Compensation committee; and
(D)
IPO committee.
Audit Committee
The Audit Committee of our Board was reconstituted by our Directors by a board resolution dated February 23, 2010 pursuant to Section 292A of the Companies Act and the listing agreement. The Audit Committee comprises:
Name of the Director
Designation in the Committee
Nature of Directorship
Dr. Pravin P. Shah
Chairman
Independent Director
Mr. Surrinder Lal Kapur
Member
Independent Director
Mr. Arvind Bansal
Member
Independent Director
Mr. Arjun S. Handa
Member
Managing Director
Mr. T. V. Ananthanarayanan
Member
Independent Director
Terms of reference of the Audit Committee include:
I)
Hold discussions with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review the quarterly, half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems.
II)
Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
III)
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
IV)
Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
V)
Reviewing, with the management, the annual financial statements before submission
to the Board for approval, with particular reference to:
(a)
Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
(b)
changes, if any, in accounting policies and practices and reasons for the same;
(c)
major accounting entries involving estimates based on the exercise of judgement by management;
(d)
significant adjustments made in the financial statements arising out of audit findings;
(e)
compliance with listing and other legal requirements relating to financial statements;
(f)
disclosure of any related party transactions; and
(g)
qualifications in the draft audit report.
VI)
Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
VII)
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 offer 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.
VIII)
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
IX)
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.
X)
Discussions with the internal auditors on any significant findings and follow up there on.
XI)
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.
XII)
Discussions 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.
XIII)
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
XIV)
To review the functioning of the Whistle Blower mechanism, in case the same is existing.
XV)
Review of information as prescribed under Clause 49 (II)(E) of the listing agreement.
Shareholders’/Investors’ Grievance Committee
The Shareholders’/Investors’ Grievance Committee was constituted by our Directors by a board resolution dated February 23, 2010 and comprises:
Name of the Director
Designation in the Committee
Nature of Directorship
Dr. Pravin P. Shah
Chairman
Independent Director
Mr. Arvind Bansal
Member
Independent Director
Mr. Chandrasingh Purohit
Member
Executive Director
Mr. Arjun S. Handa
Member
Managing Director
Mr. T. V. Ananthanarayanan
Member
Independent Director
The Shareholders’/Investors’ Grievance Committee is responsible for the redressal of shareholders and investors’ grievances such as non-receipt of share certificates, annual reports and payment and receipt of dividend. The committee oversees performance of the registrars and transfer agents of the Company and recommends measures for overall improvement in the quality of investor services. This committee also monitors the implementation and compliance of our code of conduct for prohibition of insider trading pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended.
Remuneration Committee
The Remuneration Committee was constituted by our Directors by a board resolution dated February 23, 2010 and comprises:
Name of the Director
Designation in the Committee
Nature of Directorship
Dr. Pravin P. Shah
Chairman
Independent Director
Mr. Arjun S. Handa
Member
Managing Director
Mr. T. V. Ananthanarayanan
Member
Independent Director
Mr. Arvind Bansal
Member
Independent Director
The Remuneration Committee determines our Company’s remuneration policy, having regard to performance standards and existing industry practice. Under the existing policies of our Company, the Remuneration Committee, inter alia, determines the remuneration payable to our Directors.
Apart from discharging the above-mentioned basic functions, the Remuneration Committee also discharges the following functions:
1.
Framing policies and compensation including salaries and salary adjustments, incentives, bonuses, promotion, benefits, stock options and performance targets of the top executives; and
2.
Formulating strategies for attracting and retaining employees and employee development programmes.
IPO Committee
Our Board of Directors have constituted an ‘IPO Committee’ by a resolution dated February 23, 2010 and comprises of:
Name of the Director
Designation in the Committee
Nature of Directorship
Dr. Pravin P. Shah
Chairman
Independent Director
Mr. Chandrasingh Purohit
Member
Executive Director
Mr. Arjun S. Handa
Member
Managing Director
Mr. T. V. Ananthanarayanan
Member
Independent Director
The IPO Committee shall be responsible for, amongst others, deciding the terms and conditions of the Issue, handle all matter relating to appointment of intermediaries and advisors in relation to the IPO and do all acts and take all decisions as may be necessary for the purposes of the IPO.
