A qualified and Independent Audit Committee has been set up by the Board in compliance with the requirement of Regulation 18 of the SEBI (LODR) Regulations, 2015 read with Section 177 of the Companies Act, 2013. The Committee comprises
of:-i) Mr. Parimal Kumar Chattaraj, Chairman & Independent Director ii) Mr. Rajeev Goenka, Independent Director
iii) Mr. Ravi Kant Sharma, Non-Executive Director iv) Mrs. Rupanjana De, Independent Director
The Audit Committee of the Board, inter alia, provides reassurance to the Board on the existence of an effective internal control environment that ensures:
• Efficiency and effectiveness of operations, both domestic and overseas;
• Safeguarding of assets and adequacy of provisions for all liabilities;
• Reliability of financial and other management information and adequacy of disclosures;
• Compliance with all relevant statutes.
The Audit Committee is empowered, pursuant to its terms of reference, inter-alia, to:
• investigate any activity within its terms of reference and to seek any information it requires from any employee;
• obtain legal or other professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary.
The role of the Committee includes the following:
-(a) 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;
(b) Recommending to the Board, the appointment, re-appointment, terms of appointment and, if required, the replacement or removal of the statutory auditor and fixation of their remuneration;
(c) Reviewing, with the management, the financial statements before submission to the Board, focusing primarily on:
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.
(d) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
(e) 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;
(f) Review and monitor the auditor’s independence and performance and effectiveness of audit process;
(g) Approval or any subsequent modification of transactions of the company with related parties;
(h) Scrutiny of inter-corporate loans and investments;
(i) Valuation of undertakings or assets of the company, wherever it is necessary;
(j) Evaluation of internal financial controls and risk management systems;
(k) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
(l) 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;
(m) Discussion with internal auditors any significant findings and follow up there on;
(n) 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;
(o) 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;
(p) 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;
(q) To review the functioning of the Whistle Blower mechanism;
(r) 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 & background, etc. of the candidate;
(s) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
(t) As per Regulation 9(A)(4) of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 the Audit Committee shall also review compliance of the provisions of the Regulations at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.
The Audit Committee also mandatorily reviews the following:
a) Management discussion and analysis of financial condition and results of operations;
b) Statement of significant related party transactions as submitted by management;
c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses; and
e) The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee.
f) Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
Mr. Parimal Kumar Chattaraj, the Chairman of the Committee was present at the previous Annual General Meeting of the Company.
During the financial year ended 31st March, 2021 the Audit Committee met four times 29th June, 2020, 28th August, 2020, 12th November, 2020 and 12th February, 2021. The details of the Composition of the Committee, number of meetings held and the attendance of the Directors thereat is given herein below:
-Name of members Category No. of meeting
Held Attended
Mr. Parimal Kumar Chattaraj Chairman & Independent Director 4 4
Mr. Rajeev Goenka Independent Director 4 4
Mr. Ravi Kant Sharma Non-Executive Director 4 4
Mrs. Rupanjana De Independent Director 2 2
Statutory Auditor, Internal Auditor, Chief Financial Officer and the Executive Director are regularly invited to attend the Audit
Committee meeting. The Company Secretary is the Secretary to the Committee. Minutes of each Audit Committee meeting are placed and discussed in the next meeting of the Board.
All the members of the Audit Committee possess strong accounting and financial management expertise.
(B) NOMINATION AND REMUNERATION COMMITTEE (“NRC”)
The Nomination and Remuneration Committee of the Company is constituted in the line with the provisions of Regulation 19 of the SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013. The Committee comprises of:-i) Mr. Parimal Kumar Chattaraj, Independent Director (Chairman)
ii) Mr. Rajeev Goenka, Independent Director iii) Mr. Ravi Kant Sharma, Non-executive Director iv) Mrs. Rupanjana De, Independent Director
The Nomination and Remuneration Committee shall act in accordance with the prescribed provisions of section 178 of the Companies Act, 2013 and shall be responsible for:
-a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
c) Devising a policy on diversity of Board of Directors;
d) 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 carry out evaluation of every director's performance.
e) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
f) recommend to the board, all remuneration, in whatever form, payable to senior management.
The Chairman of the Nomination and Remuneration committee was present at the previous Annual General Meeting of the Company, to answer the shareholders' queries.
During the Financial Year ended 31st March, 2021, the Nomination and Remuneration Committee met four times on 29th June, 2020, 28th August, 2020, 12th November, 2020 and 12th February, 2021. The details of the Composition of the Committee, number of meetings held and the attendance of the Directors thereat is given herein below: -
Name of members Category No. of meeting
Held Attended
Mr. Parimal Kumar Chattaraj Chairman & Independent Director 4 4
Mr. Rajeev Goenka Independent Director 4 4
Mr. Ravi Kant Sharma Non-Executive Director 4 4
Mrs. Rupanjana De Independent Director 2 2
Remuneration paid to Directors
The Independent Directors is entitled to sitting fees for attending the Board and Committee meetings. No sitting fee is paid to Mr.
Banwari Lal Mittal, Mr. Ravi Kant Sharma and Mrs. Abha Mittal, the Non-Independent Directors of the Company.
Details of the sitting fees paid to Independent Directors during the year ended 31st March, 2021 are as follows:
-Name of the Directors Category Sitting Fees (Rs.)
Mr. Parimal Kumar Chattaraj Independent Director 2,30,000
Mr. Bimal Kumar Patwari Independent Director 1,10,000
Mr. Rajeev Goenka Independent Director 2,30,000
Mrs. Rupanjana De* Independent Director 1,20,000
* Mrs. Rupanjana De (DIN: 01560140) was appointed as an Additional Director (Independent) with effect from 15th September,
2020 through circular resolution passed by the Board of Directors.
No commission was paid to the Directors during the year ended 31st March, 2021.
Other than the above, there is no other pecuniary relationship or transactions of the non-executive directors vis-a-vis the listed company.