In terms of Clause 49 of the listing agreement as well as Section 177 of the Companies Act, 2013 and Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 the Board has constituted the Audit Committee of the Board of Directors.
The Audit Committee comprises of three independent non-executive directors and one non–independent non executive director of the Company viz. Shri Rajendra P. Chitale as Chairman, Dr. Bidhubhusan Samal, Shri V. N. Kaul and Shri Amitabh Jhunjhunwala as Members. All the members of the Committee possess financial / accounting expertise / exposure.
The Audit Committee, inter alia, advises the management on the areas where systems, processes, measures for controlling and monitoring revenue assurance, internal audit and risk management can be improved.
The minutes of the meetings of the Audit Committee are placed before the Board.
Pursuant to the Companies Act, 2013, the Board has approved the terms of reference of the Audit Committee as under:
- 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 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 judgement 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
- Review and monitor the auditor's independence and performance, and effectiveness of audit process;
- Subject to and conditional upon the approval of the Board of Directors, approval of Related Party Transactions (RPTs) or subsequent modifications thereto. Such approval can be in the form of omnibus approval of RPT subject to conditions not inconsistent with the conditions specified in Clause 49(VII)(D) of the listing agreement. Such approval shall not be required for transactions with a wholly owned subsidiary whose accounts are consolidated with the Company;
- Subject to review by the Board of Directors, review on quarterly basis, of RPTs entered into by the Company pursuant to each omnibus approval given pursuant to (8) above;
- Scrutiny of inter-corporate loans and investments;
- Valuation of undertakings or assets of the company, wherever it is necessary;
- Review the Company's established system and processes 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., the whole-time Finance Director or any other person heading the finance function or discharging that 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. Explanation (i): The term “related party transactions” shall have the same meaning as provided in Clause 49 (VII) of the Listing Agreement.
The audit committee is also authorised to:
- To investigate any activity within its terms of reference.
- To seek any information from any employee.
- To obtain outside legal or other professional advice.
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
- To call for comments from the auditors about internal controls systems and the scope of audit, including the observations of the auditors;
- To review financial statements before submission to the Board; and
- To discuss any related issues with the internal and statutory auditors and the management of the Company.
Stakeholders Relationship Committee
Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee to resolve the grievances of all the stakeholders of the Company and to perform all other work. The Committee was reconstituted on November 14, 2014 and comprises of Dr. Bidhubhusan Samal as Chairman, Shri Rajendra P. Chitale, Shri Amitabh Jhunjhunwala and Smt. Chhaya Virani as Members.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and comprises of three directors, viz. Shri Rajendra P. Chitale as Chairman, Shri Amitabh Jhunjhunwala and Dr. Bidhubhusan Samal as Members.
Shri V. R. Mohan, President & Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.
Pursuant to the Companies Act, 2013 and the Listing Agreement, the terms of reference of the Committee, inter alia, include the following:
- process for selection and appointment of new directors and succession plans.
- recommend to the Board from time to time, a compensation structure for directors and the senior management personnel.
- to identify persons who are qualified to be appointed in Senior Management in accordance with the criteria laid down and to recommend their appointment and/or removal to the Board.
- to formulate the criteria for evaluation of Independent Directors and the Board and the committees thereof.
- to carry out evaluation of every director's performance.
- to devise a policy on board diversity.
Corporate Social Responsibility (CSR) Committee
Pursuant to provisions of the Companies Act, 2013, the Company has constituted CSR Committee. The Committee consists of Dr. Bidhubhusan Samal as Chairman, Shri Amitabh Jhunjhunwala and Shri V. N. Kaul as Members. The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘Corporate Social Responsibility Policy'.
The CSR Committee has formulated a CSR policy indicating the activities to be undertaken by the Company.
The Committee's constitution and terms of reference meet with the requirements of the Companies Act, 2013.
Shri V. R. Mohan, President & Company Secretary acts as the Secretary to Corporate Social Responsibility Committee.
Risk Management Committee
Pursuant to the requirement of Clause 49 of the Listing Agreement and the Companies Act, 2013, the Risk Management Committee was reconstituted by the Board of Directors of the Company on November 14, 2014. The Committee comprises of Shri V. N. Kaul as Chairman, Smt. Chhaya Virani and Shri Soumen Ghosh as Members
The Committee is authorized to discharge its responsibilities under the provisions of the Companies Act, 2013 and Listing Agreement executed with the Stock Exchanges as follows:
- Oversee and approve the risk management, internal compliance and control policies and procedures of the Company.
- Oversee the design and implementation of the risk management and internal control systems (including reporting and internal audit systems), in conjunction with existing business processes and systems, to manage the Company's material business risks.
- Set reporting guidelines for management.
- Establish policies for the monitoring and evaluation of risk management systems to assess the effectiveness of those systems in minimizing risks that may impact adversely on the business objectives of the Company.
- Oversight of internal systems to evaluate compliance with corporate policies.
- Provide guidance to the Board on making the Company's risk management policies.
- Subsidiary companies monitoring framework.
Asset Liability Management Committees (ALCO)
Asset Liability Management Committee (ALCO) consisting of senior management executives, monitors liquidity and interest rate risks of the Company. The functioning of ALCO is reviewed by the RMC which meets on quarterly basis and reports to the Board of Directors.