Committees

Audit Committee

Currently Audit Committee comprising following four members out of which three are non-executive independent Directors.

1. CA. Vijay K. Thanawala, Chairman – Independent, Non-Executive Director
2. Mr. Prakash B. Nimbalkar, Member – Independent, Non-Executive Director
3. Mr. Ajit B. Karnik, Member -  Independent, Non-Executive Director
4. Mr. M. Radhakrishnan, Member - Joint Managing Director

Mr. Ashutosh Kulkarni, Company Secretary is the secretary to the committee.
The terms of reference of the audit committee cover the matters specified under clause 49 of the Listing Agreement as well as in section 292A of the Companies Act, 1956.

The powers of the Audit Committee:

1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The role of the Audit Committee:

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. 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.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Appointment, removal and terms of remuneration of internal auditors.
5. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
1. Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
2. Changes, if any, in accounting policies and practices and reasons for the same.
3. Major accounting entries involving estimates based on the exercise of judgment by management.
4.  Significant adjustments made in the financial statements arising out of audit findings.
5. Compliance with listing and other legal requirements relating to financial statements.
6. Disclosure of any related party transactions
7. Qualifications in the draft audit report.
6. Reviewing, with the management, the quarterly financial statements before submission to the board for approval
7. Monitoring the use of the proceeds of the proposed initial public offering of our Company
8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
9. Reviewing the adequacy of the 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. Discussions with internal auditors on any significant findings and follow up there on.
10. Reviewing internal audit reports in relation to internal control weaknesses
11. Reviewing management letters/ letters of internal control weaknesses issued by Statutory auditors.
12. 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.
13. 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.
14. 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.
15. To review the functioning of the Whistle Blower mechanism, as and when the same is adopted by the company.
16. Carrying out any other function as is mentioned in the terms of reference of   the Audit Committee.

Remuneration Committee:

Currently Remuneration Committee comprising following three members all are non-executive independent Directors.

• CA. Vijay K.Thanawala, Independent, Non-Executive Director, Chairman
• Prof. Abraham Koshy, Independent, Non-Executive Director, Member
• Cmde. N. Ravindranathan IN (Retd) - Independent, Non-Executive Director, Member.

The purpose of the Remuneration Committee of the Board is to discharge the Board’s responsibilities relating to compensation of the Company’s Executive Directors and Senior Management. The committee has overall responsibility for approving and evaluating the Executive Directors and Senior Management compensation plans, policies and programs.

Management Committee:

The Board has constituted Management Committee comprising:
Mr. M. Radhakrishnan – Joint Managing Director – Chairman
Mr. Shivaji T. Akhade - Managing Director – Member
Mr. Sudhir Mungase – Whole time Director – Member
Mr. Gopal G. Patwardhan – Whole time Director - Member
The Management Committee is authorised to borrow funds from any bank / financial institutions, reviews banking arrangements and cash management, reviews and approves certain short term and long-term loans, investment transactions, etc and makes recommendations to the Board relating to all financial matters. Management Committee meets as and when the need to consider any matter assigned to it arises.

Investor Grievance & Share Transfer Committee:

Currently Investor Grievance & Share Transfer Committee comprise following three members majority of them are non-executive independent Directors.

• Mr. Prakash B. Nimbalkar, Independent, Non-Executive Director, Chairman.
• Mr. Ajit B. Karnik, Independent, Non-Executive Director, Member.
• Mr. M. Radhakrishnan, Joint Managing Director, Member.

This committee specifically looks into the shareholders’ and investors’ complaints on matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividend etc. In addition, the Committee also looks into matters that can facilitate better investor services and relations.

Selection Committee:

Currently Selection Committee comprise of following three members:

Mr. Prakash B. Nimbalkar, , Independent, Non-Executive Director, Chairman
CA. Vijay K.Thanawala, Independent, Non-Executive Director, Member
Mr. Shivaji T. Akhade,  Managing Director, Member.

The purpose of the Selection Committee is to oversee the Company’s nomination process for the top level management and specifically to identify, screen and review individuals qualified to serve as Executive Directors, Non Executive Directors and Independent Directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the annual meeting of the shareholders.

Risk Management Committee: 

The Committee consisting of three members viz.

•  Mr. Shivaji T. Akhade,
•  Mr. M. Radhakrishnan and
•  Mr. Deepak Kalera.