Board Committees

A. Audit Committee

The Audit Committee was originally constituted pursuant to a meeting of the Board of Directors held on 24th June, 2011.

The constitution of the Audit Committee is as follows:

The Company Secretary shall act as a Secretary of the Audit Committee.

The scope and function of the Audit Committee is in accordance with Section 292A of the Companies Act and Clause 49 of the Listing Agreement and its terms of reference include the following:

The powers of the Audit Committee shall include the power to (i) investigate any activity within its terms of reference, (ii) seek information from any employee, (iii) obtain outside legal or other professional advice, and (iv) Secure attendance of outsiders with relevant expertise, if it considers the attendance of such outsiders necessary.

The Audit Committee shall mandatorily review (i) the management discussion and analysis of financial condition and results of operations, (ii) the statement of significant related party transactions (as defined by the Audit Committee), submitted by management, (iii) the management letters/letters of internal control weaknesses issued by the statutory auditors, (iv) the internal audit reports relating to internal control weaknesses. Furthermore, the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

The role of the Audit Committee shall include the following:

• Monitoring of our Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
• 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
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors
• Review with the management of the annual financial statements before submission to the Board for approval, with particular reference to:
  • Matters required to be included in the Director’s Responsibility Statement forming part of the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act
  • 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
  • Qualifications in the draft audit report
• Review with the management of the quarterly financial statements before submission to the Board for approval
• Review with the management of 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
• Review with the management of the performance of the statutory and internal auditors, and adequacy of the internal control systems
• Review 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
• Discussion with the internal auditors of any significant findings and follow up there on
• Review the findings of any internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to theboard
• Discussion with statutory auditors before the audit commences about the nature and scope of the audit as wellas post-audit discussion to ascertain any area of concern
• 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
• Review of the functioning of the whistle blower mechanism, if any
• Approval of appointment of CFO (i.e., the whole-time finance director or any other person heading the financefunction or discharging that function) after assessing the qualifications, experience and background, etc. of thecandidate, and
• Any other function mentioned in the terms of reference of the Audit Committee.

B. Remuneration Committee

The Remuneration Committee was constituted by a meeting of our Board of Directors held on 24th June, 2011.

The members of the Remuneration Committee are:

The Company Secretary shall act as a Secretary of the Remuneration Committee.

The scope of the Remuneration Committee includes:

• Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/Executive Directors and senior executives just below the Board of Directors
• Deciding on the overall compensation policy for Non-Executive Directors and Independent Directors
• Deciding on the increments in the remuneration of the Directors
• Assisting the Board in developing and evaluating potential candidates for senior executive positions and to oversee the development of executive succession plans
• Reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for the senior executives
• Evaluating at least once a year the senior executive officer’s performance in light of these established goals and objectives and based upon these evaluations shall set the senior executive officer’s annual compensation, including salary, bonus and equity and non-equity incentive compensation
• Reviewing and approving on an annual basis the evaluation process and compensation structure for our Company’s officers just below the level of Board of Directors
• Evaluating the performance of our Company’s senior executives just below the level of Board of Directors and approving the annual compensation, including salary, bonus and equity and non-equity incentive compensation, for such senior executives, based on initial recommendations from the Managing Director
• Providing oversight of management’s decisions concerning the performance and compensation of other officers of our Company
• Reviewing incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and reviewing and discussing, at least annually, the relationship between risk management policies and practices, corporate strategy and senior executive compensation, and
• Maintaining regular contact with the leadership of our Company, including interaction with our Company’s human resource department, review of data from the employee survey and regular review of the results of the annual leadership evaluation process.

C. Shareholders/Investors Grievance Committee

The Shareholders/Investors Grievance Committee was constituted by the Board of Directors at their meeting held on 24th June, 2011.

The members of the Shareholders/Investors’ Grievance Committee are:

The Company Secretary shall act as a Secretary of the Shareholders’ / Investors’ Grievance Committee.

The terms of reference of the Shareholders/Investors Grievance Committee of our Company include the redressal of shareholders’ and investors’ complaints. The Committee shall have the authority to supervise and ensure:

• Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures
• Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc.
• Issue of duplicate / split / consolidated share certificates
• Allotment and listing of shares
• Review of cases for refusal of transfer / transmission of shares and debentures
• Reference to statutory and regulatory authorities regarding investor grievances, and
• Otherwise ensure proper and timely attendance and redressal of investor queries and grievances