Compliance with Corporate governace
The company undertakes to take all necessary steps to comply with all the requirements of SEBI LODR REGULATIONS 2015 to be entered into with the Stock Exchanges.
Size and Composition of the Board: Currently our Board comprises of seven directors of which the Chairman of the Board is a non-executive promoter director and in compliance with the SEBI (LODR) Regulation 2015, we have one executive director, six non-executive directors out of which five are independent directors, as given below:
Composition of The Board of Directors:
| Sl. No. | image | Name | Designation |
|---|---|---|---|
| 1 |  | Mr. Narayanan Narasimhan | Chairman/ Non- Executive and Non-Independent |
| 2 |  | Mr. Arvind Varchaswi | Managing Director |
| 3 |  | Mr. Tejagna Kashmira Katpitia | Director/Executive and Non-Independent |
| 4 |  | Mr. Puvan Sripathy | Independent Director |
| 5 |  | Commodore HG Harsha | Independent Director |
| 6 |  | Mr. Chandrakant Laxminarayan Rathi | Independent Director |
| 7 |  | Mr. Prasana Prabhu | Independent Director |
| 8 |  | Mrs. Romila Sen | Independent Director |
| 9 |  | Dr. Jeewan Prakash Gupta | Non-Executive Director |
| 10 |  | Mr. Sturle Harald Pedersen | Non-Executive Director |
Audit Committee – The Purpose of the Audit committee is to ensure the Objectivity, credibility, and correctness of the Company's Financial Reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters. The composition of Audit Committee is as below:
Composition of The Audit Commitee
| Sl. No. | image | Name | Designation |
|---|---|---|---|
| 1 |  | Mr. Chandrakumar Laxminarayan Rathi | Chairman |
| 2 |  | Commodore H.G. Harsha | Member |
| 3 |  | Mr. Puvan Sripathy | Member |
The terms of reference of the audit committee are as follows:
- Regular review of accounts, accounting policies, disclosures, etc.
- Review of the major accounting entries, based on exercise of Judgment by management and review of significant adjustments arising out of audit.
- Qualifications in the draft audit report.
- Establishing and reviewing the scope of the Independent audit including the observations of the auditors and review of the quarterly, half- yearly and annual financial statements before submission to the board.
- The committee shall have post audit discussions with the Independent auditors to ascertain any area of concern.
- Establishing the scope and frequency of internal audit, reviewing the findings of the Internal Auditors and ensuring the adequacy of internal control systems.
- To look into reasons for substantial defaults in the payment to depositors, debenture holders, shareholders and creditors.
- To look into the matters pertaining to the Director's Responsibility statement with respect to Compliance with Accounting Standards and Accounting policies.
- Compliance with stock exchange legal requirements concerning financial statements, to the extent applicable.
- The Committee shall look into any related party transactions i.e. transactions of the company of material nature, with promoters or management, their subsidiaries or relatives etc. that may have potential conflict with the Interests of company at large.
- Appointment & remuneration of statuary & internal auditors.
- 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 Audit Committee.
The power of the Audit Committee shall include the power to:
- Investigate activity within its terms of reference
- Seek information from any employees
- Obtain outside legal or other professional advice
- Secure attendance of outsiders with relevant expertise, if it considers necessary.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee is responsible for the redressal of Shareholder Grievances. The composition is as under:
Composition of Stakeholders Relationship Committee
| Sl. No. | image | Name | Designation |
|---|---|---|---|
| 1 | | Commodore H.G. Harsha | Chairman |
| 2 |  | Mr. Prasana Prabhu | Member |
| 3 |  | Mr. Sturle Harald Pedersen | Member |
The terms of reference of the Stakeholders Relationship Committee are as follows:
- Investor relations and redress of shareholders grievances in general and relating to non receipt of declared dividends, non receipt of balance sheet etc in particular.
- Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.
- Remuneration Committee
- The Board of Directors of the Company on its meeting held on February 09, 2012 has constituted Remuneration Committee comprising of the below members:
Composition of Nomination & Remuneration Committee
| Sl. No. | image | Name | Designation |
|---|---|---|---|
| 1 | | Mrs. Romila Sen | Chairperson |
| 2 |  | Mr. Chandrakumar L Rathi | Member |
| 3 |  | Dr. Jeewan Prakash Gupta | Member |