BOARD OF COMMITTEE 

• Audit Committee
  
  The Board constituted an Audit Committee on 6th October, 2006. Audit Committee consists of three independent Non-Executive Directors and one Executive Director. The members of the committee are well versed in matters relating to finance, accounts and general management practices. The Committee was constituted with following terms of reference
  • Overseeing our financial reporting process and the disclosure of our financial information to ensure that the financial statements are correct, sufficient and credible;
  • Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services;
  • Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:
    • Any changes in accounting policies and practices
    • Major accounting entries based on exercise of judgement by management
    • Qualifications in draft audit report
    • Significant adjustments arising out of audit
    • The going concern assumption
    • Compliance with accounting standards
    • Compliance with stock exchange and legal requirements concerning financial statements
  • Any related party transactions i.e. transactions of our Company of material nature, with our Promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of our Company at large;
  • Reviewing with the management, external and internal auditors, the adequacy of internal control systems;
  • Reviewing the adequacy of internal audit function, 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;
  • Discussing with internal auditors any significant findings and follow up there on;
  • 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;
  • Discussing with external auditors before the audit commences on the nature and scope of audit and after the audit to ascertain any area of concern;
  • Reviewing the company’s financial and risk management policies;
  • To look into the reasons for substantial defaults in the payment to the depositors, debenture hulders, shareholders (in case of non payment of declared dividends) and creditors;
  • To monitor the utilization of funds to be raised pursuant to the Issue.

• Investors’ Grievance Committee   The Board of Directors had constituted Shareholders/ Investors’ Grievance Committee on 06.10.2006 inter-alia to look after Share transfer, issue of duplicate share certificates readressal of shareholders’ complaints relating to non receipt of refund orders/declared dividend, annual reports etc.

  The Board of Directors at its meeting held on 30.06.2007 changed the terms of reference of the Committee as following

  • to approve the share transfer, transmission, transposition
  • to approve the de-materialization and re-materialization of shares
  • to approve the split, consolidation, renewal of share certificates.
  • to approve the issue of duplicate share certificate in lieu of lost, old, defaced, torned, destroyed share certificate.
  • to approve the issue of share certificates in any other cases.
  • to authorize any person for signing and sealing of share certificates.
  • to authorize for endorsement on share certificates and signing the same.
  • any other matter as may be referred/ delegated by the Board.”
  The Committee oversees the performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services.

  The Constitution of the Shareholders’ Grievance Committee is as below:

The Constitution of the Remuneration Committee is as below:

• To open and operate Bank Accounts.
• To authorize change in signatories.
• To give instructions relating to the transactions of the Company with the Banks.
• To give necessary instructions for closure of Bank Accounts.
• To issue / revalidate / cancel Powers of Attorney.
• To authorize persons to act on behalf of the Company.
• To invest the funds of the Company upto a limit of Rs. 100,00,00,000/- (Rupees One Hundred Crores) in Shares, Debentures, Mutual Funds, FDRs and Bonds of Bodies Corporate and Government or Semi Government agencies.
• To avail of loans, credit facilities, lease arrangements, inter corporate borrowings and other borrowing from Banks / Financial Institutions upto a limit of Rs. 200 Crores, as approved by the Company in the Extraordinary General Meeting held on 6th October, 2006.
• To accept the terms and conditions for availing the said financial assistance.
• To authorize execution of documents and affix the Common Seal of the Company, wherever necessary.
• To request Banks or Financial Institutions for disbursement of funds.
• To deal with matters of hire purchase etc. from suppliers etc. in addition to Bank / Financial Institutions.
• To create security on the assets of the Company for availing of the above-mentioned facilities.
• To do all acts, deeds and things, as may be required or considered necessary or incidental thereto.
• Any other related matters.