Investor Relations

Corporate Governance Structure

 Board of Directors:

 

There are total Five Directors on the board of the company. The Board of Directors of the Company comprises of Two executive director and three of the directors on the board are non-executive& independent directors. Further more than 50 % of the Board comprises of Independent Directors as stipulated in the listing agreement.

 

The composition of Board of Directors as at25/07/2022is as below:

 

Sl. No.	Name of Director	Designation / Status
1	Mrs. Rajni Mahajan	Managing Director
2	Mr. Manan Mahajan	Whole Time Director Cum CFO
3	Mr. Harvinder Singh Dhami	Non-Executive Independent Director
4	Mr. Bikram Singh Rana	Non-Executive Independent Director
5	Mr. Naveen Gupta	Non-Executive Independent Director

 

1. Audit Committee

 

        The Audit Committee was formed on  6^th July 22 vide Board Resolution dated 6^th July 22 and the composition of Audit Committee as on 25^th July 2022 is as below:

 

Sl. No.	Name of Director	Designation	Position in Committee
1	Mr. Harvinder Singh Dhami	Non-Executive Independent Director	Chairperson
2	Mr. Bikram Singh Rana	Non-Executive Independent Director	Member
3	Mr. Manan Mahajan	Executive Director	Member

 

The terms of reference of the Audit Committee inter alia the following:

• 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.
• 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.
• Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
  • 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 and relevant provisions of Companies Act 2013.
  • 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.
  • Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
• 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
• 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.
• Discussion 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.
• 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.
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
• To review the functioning of the Whistle Blower mechanism, in case the same is existing.
• 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.
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or entrusted upon by the Board.

 

II. Nomination and Remuneration Committee

 

The Remuneration Committee was formed as on 25^th July vide Board Resolution dated 6^th July and the composition of Remuneration Committee as on 25^th July 2022 is as below:

 

Sl. No.	Name of Director	Designation / Status	Position in Committee
1	Mr. Harvinder Singh Dhami	Non-Executive Independent Director	Chairperson
2	Mr. Bikram Singh Rana	Non-Executive Independent Director	Member
3	Mr. Naveen Gupta	Non-Executive Independent Director	Member

 

The role of the Remuneration Committee shall include the following:

• To review the remuneration of whole time / managing director, including annual increment and commissions, after reviewing their performance;
• Review the remuneration policy followed by the Company, taking into consideration the performance of senior executives on certain parameters;
• Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by the Remuneration Committee.

 III. Stakeholders’ Relationship Committee

 

The Shareholders and Investors Grievance Committee has been formed as on 6^th July 2022 vide Board Resolution dated 06^th July 2022and the composition of Shareholders and Investors Grievance Committee as on  25^th July 2022 is as below:

 

Sl. No.	Name of Director	Designation / Status	Position in Committee
1	Mr. Harvinder Singh Dhami	Non-Executive Independent Director	Member
2	Mr. Bikram Singh Rana	Non-Executive Independent Director	Chairperson
3	Mr. Manan Mahajan	Executive Director,	Member

 

The role of the Investors Grievance Redressal Committee shall include the following:

• To approve share transfers and transmissions.
• To approve splitting of share certificates, consolidation of share certificates and related matters including issue of fresh share certificates in lieu of the split / consolidated certificates.
• Issue of duplicate share certificates in lieu of lost, mutilated and destroyed certificates.
• Matters relating to dematerialization of shares and securities.
• Investor relations and redressal of shareholders grievances in general and relating to non receipt of dividends, interests, non receipt of balance sheet etc in particular.

IV. Internal Complaints Committee:

The Sexual Harassment Committee was reconstituted by the Board of Directors at the meeting held on July 25^th , 2022 in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

 

As on the date of this Draft Prospectus the Sexual Harassment Committee consists of the following Directors:

 

Name of the Director	Designation in the Committee	Gender
Mrs. Rajni Mahajan	Presiding Officer	Female
Ms. Sonia	Member	Female
Mr. Manan Mahajan	Member	Male
Mr. Prince Kumar	Member	Male

 

The Company Secretary and Compliance Officer of the Company will act as the secretary of the Sexual Harassment Committee.

 

The scope and function of the Sexual Harassment Committee and its terms of reference shall include the following:

• To create and maintain an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation.
• Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and by the Company.
• The committee shall take reasonable steps to ensure prevention of sexual harassment at work which may include circulating applicable policies and other relevant information to all associates, including to all new joinees’.
• Ensure to provide safeguards against false or malicious charges.
• To discourage and prevent employment-related sexual harassment.
• To investigate every formal written complaint of sexual harassment.
• Review the complainant’s complaint in a fair and objective manner.
• Determine the facts of the case with the individuals concerned and the witnesses, if any, and prepare a report with the findings.
• To redress complaints of sexual harassment by taking appropriate remedial measures to respond to any substantiated allegations of sexual harassment.
• To protect the interests of the victim, the accused person and others who may report incidents of sexual harassment, confidentiality will be maintained throughout the investigatory process to the extent practicable and appropriate under the circumstances.
• To ensure all records of complaints, including contents of meetings, results of investigations and other relevant material kept are confidential by the Company except where disclosure is required under disciplinary or other remedial processes.
• Be bound in the principle of natural justice and be unbiased in their evaluation.