Constitutions of Committees
Our company has constituted the following Committees of the Board;
1. Audit Committee; and
2. Stakeholders Relationship Committee; and
3. Nomination and Remuneration Committee.
Details of composition, terms of reference etc. of each of the above committees are provided hereunder;
1. Audit Committee:
The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, in its Meeting held on December, 27th, 2017, constituted Audit Committee.
The constitution of the Audit Committee is as follows:
| Name of the Directors | Designation | Nature of Directorship |
| Mr. Prashant Dattatray Lowlekar | Chairman | Independent Director |
| Mr. Ravindra Kumar Shingwekar | Member | Independent Director |
| Mr. Amit Anil Raje | Member | Whole Time Director |
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
Terms of Reference:
i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;
ii. Review and monitor the auditors’ independence and performance, and effectiveness of audit process;
iii. Examination of financial statement and auditors’ report thereon including interim financial result before submission to the Board of Directors for approval;
a. Changes, if any, in accounting policies and practices and reasons for the same
b. Major accounting entries involving estimates based on the exercise of judgment by management
c. Significant adjustments made in the financial statements arising out of audit findings
d. Compliance with listing and other legal requirements relating to financial statements
e. Disclosure of any related party transactions
f. Qualifications in the draft audit report.
iv. Approval or any subsequent modification of transactions of the Company with related party;
Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof;
v. Reviewing, with the management, and monitoring 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
vi. Scrutiny of Inter-corporate loans and investments;
vii. Reviewing and discussing 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;
viii. To review the functioning of the Whistle Blower mechanism, in case the same is existing;
ix. Valuation of undertakings or assets of the company, where ever it is necessary;
x. Evaluation of internal financial controls and risk management systems and reviewing, with the management, performance of internal auditors, and adequacy of the internal control systems; and
xi. Carrying out any other function as assigned by the Board of Directors from time to time.
Review of Information
i. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;
iii. Internal audit reports relating to internal control weaknesses; and
iv. The appointment, removal and terms of remuneration of the Internal Auditor.
Powers of Committee
i. To investigate any activity within its terms of reference;
ii. To seek information from any employees;
iii. To obtain outside legal or other professional advice; and
iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Quorum and Meetings
The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum of the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject to minimum two Independent Director shall present at the Meeting.
2. Stakeholders Relationship Committee:
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, in its Meeting held on December, 27th, 2017, constituted Stakeholders Relationship Committee.
The constitution of the Stakeholders Relationship Committee is as follows:
| Name of the Directors | Designation |
Nature of Directorship
|
| Mr. Ravindra Kumar Shingwekar | Chairman | Independent Director |
| Mr. Anil Anant Raje | Member | Chairman & Managing Director |
| Mr. Amit Anil Raje | Member | Whole Time Director |
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
Terms of Reference
To supervise and ensure;
i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares;
ii. Redressal of shareholder and investor complaints like transfer of Shares, non-receipt of balance sheet, non-receipt of declared dividends etc.;
iii. Issue duplicate/split/consolidated share certificates;
iv. Dematerialization/Rematerialization of Share;
v. Review of cases for refusal of transfer / transmission of shares and debentures;
vi. Reference to statutory and regulatory authorities regarding investor grievances and to otherwise ensure proper and timely attendance and redressal of investor queries and grievances; and
vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.
Quorum and Meetings
The Stakeholders Relationship Committee shall meet at least four times a year and not more than one hundred and twenty days shall elapse between two meetings and shall report to the board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the company. The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is higher.
3. Nomination and Remuneration Committee:
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, in its Meeting held on December, 27th, 2017, constituted Nomination and Remuneration Committee.
The constitution of the Nomination and Remuneration Committee is as follows:
| Name of the Directors | Designation | Nature of Directorship |
| Mr. Ravindra Kumar Shingwekar | Chairman | Independent Director |
| Mr. Prashant Dattatray Lowlekar | Member | Independent Director |
| Mrs. Poonam Jaideep Mulherkar | Member | Non-Executive Director |
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
Terms of reference
i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
ii. Formulation of criteria for evaluation of Independent Directors and the Board;
iii. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
iv. 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 of Directors their appointment and removal and shall carry out evaluation of every director‘s performance.
Quorum and Meetings
The Committee is required to meet at least once a year. The quorum necessary for a meeting of the Nomination and Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members, whichever is higher.