Mr. S. M. Datta

Independent Director
Chairman
Profile

Mr. S. N. Agarwal

Non-Executive Director
Director
Profile

Mr. O. Swaminatha Reddy

Independent Director
Director
Profile

Mr. K. S. Mehta

Independent Director
Director
Profile

Mr. Ashish Bharat Ram

Independent Director
Director
Profile

Mr. Vijay Sankar

Independent Director
Director
Profile

Mr. D. P. Agarwal

Executive Director
VC & Managing Director
Profile

Mrs. Urmila Agarwal

Non-Executive
Director
Profile

Mr. Vineet Agarwal

Executive Director
Managing Director
Profile

Mr. Chander Agarwal

Non-Executive Director
Director
Profile

Mr. M. P. Sarawagi

Non-Executive Director
Director
Profile

Ms. Archana Pandey

Company Secretary
Compliance Officer
Profile



Audit Committee
Composition
NameDesignationCategory
Mr. O Swaminatha ReddyChairmanNon-Executive Independent Director
Mr. S M DattaMemberNon-Executive Independent Director
Mr. K S MehtaMemberNon-Executive Independent Director
Mr. S N AgarwalMemberNon-Executive Director


Mandate
  • 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;
  • Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
  • Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  • Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
    • Matters required to be included in the Director's Responsibility Statement to be included in the Board's report u/s 134 (3)(c ) of the 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;
  • Review and monitor the auditor's independence and performance, and effectiveness of audit process;
  • Approval or any subsequent modification of transactions of the company with related parties;
  • Scrutiny of inter-corporate loans and investments;
  • Valuation of undertakings or assets of the company, wherever it is necessary;
  • Evaluation of internal financial controls and risk management systems;
  • 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 of 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 non-payment of declared dividends) and creditors;
  • To review the functioning of the Whistle Blower mechanism;
  • Approval of appointment of CFO (i.e., person heading the finance function) after assessing the qualifications, experience and background, etc. of the candidate;
  • Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.


Stakeholders Relationship Committee
Composition
NameDesignationCategory
Mr. K S MehtaChairmanNon-Executive Independent Director
Mr. S N AgarwalMemberNon-Executive Director
Mr. Vineet Agarwal MemberExecutive Director

Mandate
  • Providing guidance and making recommendations to improve investor service levels for the investors;
  • To assess the status of investor's complaints;
  • Compliance of Listing Agreement (s) and periodic reporting to NSDL / CDSL;
  • Evaluating performance and service standards of the Registrar and Share Transfer Agent of the Company;
  • Monitors compliance with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 including any amendment thereof;
  • To review Dematerialization Status of the Company;
  • Any other matter as may be deemed fit for consideration of the Committee.


Compensation/Nomination & Remuneration Committee
Composition
NameDesignationCategory
Mr. Ashish Bharat RamChairmanNon-Executive Independent Director
Mr. S M DattaMemberNon-Executive Independent Director
Mr. O. Swaminatha Reddy MemberNon-Executive Independent Director
Mr. M P Sarawagi MemberNon-Executive Director

Mandate
  • Identification and recommendation to Board of persons who are qualified to become Director & KMP in accordance with the criteria laid down
  • Considering recommendations of the KMPs w.r.t. appointment & removal of SMPs in accordance with the criteria laid down and forwarding their recommendations to the Board accordingly.
  • Assist the Board in ensuring that plans are in place for orderly succession for appointment to the Board & Senior Management.
  • Ensure that the Board is balanced & follows a diversity policy in order to bring in professional experience in different areas of operations, transparency, corporate governance& financial management etc.
  • Formulation of the criteria for determining qualifications, positive attributes and independence of a director.
  • Formulation of evaluation criteria for Independent/Non-Independent/Executive Directors & the Board as a whole & KMPs.
  • Ensure that directors are inducted through suitable familiarization process & that proper & regular training is given to Independent Directors to update & refresh their skills, knowledge and familiarity with the Company.
  • Formulation & supervision of the Remuneration Policy of the Company.
  • Oversee the formulation and implementation of ESOP Schemes, its administration, supervision, and formulating detailed terms and conditions in accordance with SEBI Guidelines.


Corporate Social Responsibility Committee
Composition
NameDesignationCategory
Mr. Ashish Bharat RamChairmanNon-Executive Independent Director
Mr. D. P. AgarwalMemberExecutive Director
Mrs. Urmila Agarwal MemberNon-Executive Director
Mr. M P Sarawagi MemberNon-Executive Director

Mandate
  • Review the existing CSR Policy;
  • Provide guidance on various CSR activities to be undertaken by the Company;
  • Recommend the amount of expenditure to be incurred on CSR activities;
  • Monitor the activities undertaken under CSR;
  • Institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by the Company.


Share Transfer Committee
Composition
NameDesignationCategory
Mr. D. P. AgarwalChairmanExecutive Director
Mr. Vineet AgarwalMemberExecutive Director
Mr. M P SarawagiMemberNon-Executive Director

Mandate
  • Transfer/ transmission of shares and such other securities as may be issued by the Company from time to time;
  • to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
  • Issue of duplicate share certificates and other securities reported lost, defaced or destroyed, as per the laid down procedure;
  • issue new certificates against subdivision/ split of shares;
  • to allot shares pursuant to ESOS options exercised;


Corporate & Restructuring Committee
Composition
NameDesignationCategory
Mr. Ashish Bharat RamChairmanNon-Executive Independent Director
Mr. K S MehtaMemberNon-Executive Independent Director
Mr. Vineet AgarwalMemberExecutive Director
Mr. Chander AgarwalMemberNon-Executive Director

Mandate
  • Evaluate and finalise different options for restructuring the Company considering divisions of the Company holding diverse business portfolio including restructuring of the overseas structure.
  • Appointment of consultants, lawyers, merchant bankers, valuers as may be necessary from time to time.
  • Such other matters as may be necessary or incidental thereof.


Finance Committee
Composition
NameDesignationCategory
Mr. S N AgarwalChairmanNon-Executive Director
Mr. O Swaminatha ReddyMemberNon-Executive Independent Director
Mr. K S Mehta MemberNon-Executive Independent Director
Mr. D P AgarwalMemberExecutive Director
Mr. Vineet AgarwalMemberExecutive Director

Mandate
  • Formulation and recommending to the Board the financial policies of the Company, including management of the financial affairs of the Company.
  • To approve opening and operation of Bank Accounts, execution of Power of Attorneys,
  • To authorize officers of the Company in the matter of availment of secured and unsecured loans,
  • To approve signing of agreements with the regulatory authorities and to authorize officers of the Company for performing acts required under various laws.