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Committee of Board of Directors

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Audit Committee:

Audit Committee was constituted in the year 2001 and further reconstituted in the year 2004 and 2014. The Committee comprises of Mr. Ravi Raheja, Mr. Deepak Ghaisas, Prof. Nitin Sanghavi and Mr. Manish Chokhani. Mr. Deepak Ghaisas is the Chairman of the Committee.

The members of the Committee possess the sound knowledge of finance and accounts. The Audit Committee invites such of the executives, as it considers appropriate to be present at the meetings of the Committee. The Managing Director, Chief Financial Officer, Company Secretary, representatives of internal Auditors and statutory Auditors are also present at the Audit Committee meetings as invitees.

The Committee deals with various aspects of financial statements, adequacy of internal controls, various audit reports, compliance with accounting standards and our Company's financial and risk management policies. Mr. Bharat Sanghavi, Customer Care Associate, Company Secretary of our Company acts as the Secretary to the Committee. It reports to the Board of Directors about its findings and recommendations pertaining to above matters.

The terms of reference of the Audit Committee of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement entered into with Stock Exchanges are as follows:
 
1.       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;
2.       Recommendation for appointment, remuneration & terms of appointment of auditors i.e. statutory and internal auditor of the company;
3.       Approval of payment to auditors i.e. statutory and internal auditor for any other services rendered by them;
4.       Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:
a.    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.
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 judgment 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.
g.    Qualifications in the draft audit report.
5.         Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6.         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;
7.         Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8.         Approval or any subsequent modification of transactions of the company with related parties;
9.         Scrutiny of inter-corporate loans and investments;
10.     Valuation of undertakings or assets of the company, wherever it is necessary;
11.     Evaluation of internal financial controls and risk management systems;
12.     Reviewing with the management, performance of statutory & internal auditors, adequacy of the internal control systems;
13.     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;
14.     Discussion with internal auditors of any significant findings and follow up there on;
15.     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;
16.     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;
17.     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;
18.     To review the functioning of the Whistle Blower mechanism;
19.     Approval of appointment of CFO (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;
20.     Carrying out any other function as may be decided by the Board and is mentioned in the terms of reference of the Audit Committee.
 
Nomination and Remuneration & Corporate Governance Committee :
 
The Nomination and Remuneration & Corporate Governance Committee was constituted in 2001 and further re-named and re-constituted in the year 2014. The Committee comprises of Mr. Nirvik Singh, Prof. Nitin Sanghavi and Mr. Neel Raheja. Mr. Nirvik Singh is the Chairman of the Committee.

The terms of reference of the Nomination and Remuneration & Corporate Governance Committee of the Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement entered into with Stock Exchanges are as follows:
1.         Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the appointment, removal and remuneration of the directors, key managerial personnel and senior management i.e. one level below the Board which includes functional heads of the Company.
 
In formulating the aforesaid policy, following needs to be considered. 
a.    The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
b.    Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c.     Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term
d.    performance objectives appropriate to the working of the company and its goals.
2.         Formulation of criteria for evaluation of every Director’s performance.
3.         Devising a policy on Board’s diversity.
4.         Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
5.         To determine and recommend to the Board of Directors of the Company for payment of remuneration to executive directors, sitting fees and commission to non-executive Directors of the Company.
6.         Allotment of equity shares of the Company on account of exercise of vested Employee Stock Option Schemes (ESOPs) from time to time.
 
Stakeholders Relationship Committee:
 
The Stakeholders Relationship Committee was constituted in the year 2004. The Committee comprises of Mr. Ravi Raheja, Mr. Neel Raheja and Mr. B. S. Nagesh. Mr. Ravi Raheja is the Chairman of the Committee. Mr. Bharat Sanghavi, Company Secretary of the Company is the Compliance Officer.

This Committee consider and resolve grievances of shareholders of the Company and matters connected therewith.
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