Mr. D. P. Agarwal

Executive Director
Chairman & Managing Director
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Mr. S. N. Agarwal

Non-Executive Director
Director
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Mr. Ashish Bharat Ram

Independent Director
Director
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Mr. Vijay Sankar

Independent Director
Director
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Mr. S Madhavan

Independent Director
Director
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Ms. Gita Nayyar

Independent Director
Director
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Mr. Ravi Uppal

Independent Director
Additional Director
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Mrs. Urmila Agarwal

Non-Executive
Director
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Mr. Vineet Agarwal

Executive Director
Managing Director
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Mr. Chander Agarwal

Non-Executive Director
Director
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Ms. Archana Pandey

Company Secretary
Compliance Officer
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Audit & Risk Management Committee
Composition
NameDesignationCategory
Mr. Vijay SankarChairmanNon-Executive Independent Director
Mr. S MadhavanMemberNon-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 & 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 in terms of clause (c) of sub-section (3) of Section 134 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; (d) 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
    • Modified opinion(s) 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter
  • Reviewing and monitoring 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 chief financial officer 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.
  • Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision
  • To identify and assess internal and external risks that may impact the Company in achieving its strategic objectives.
  • To recommend to the Board of Directors the Risk Management Policy and Standard Operating procedures for risk management and any amendment thereto.
  • Quarterly review of the Risk management process and practices to ensure a prudent balance between risks and reward in the Company�s business activities.
  • With the objective of obtaining reasonable assurance that financial risk is being effectively managed and controlled, to review:
    • Tolerance for financial risks
    • Assessment of significant financial risk facing by the Company
    • Company�s policies, plans, processes & any proposed changes therein for controlling significant financial risks.
  • To review the legal matters which could have a material impact on the Company
  • To deal with audit issues relating to risk management
  • To submit Annual Report to the Board on Risk management and minimization procedures
  • Such other function as may be entrusted by the Board from time to time.


  • Stakeholders Relationship Committee
    Composition
    NameDesignationCategory
    Mr. S N AgarwalChairmanNon-Executive Director
    Ms Gita NayyarMemberNon-Executive Independent 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 MadhavanMemberNon-Executive Independent Director
    Mr. S N Agarwal 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. Chander AgarwalMemberNon-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. Chander AgarwalMemberNon-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. 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.