Audit Committee
Terms of Reference
- Financial Oversight: Appointment of CFO; review financial statements, reporting processes, and disclosures, including subsidiaries; review utilization of loans, advances, investments exceeding INR 100 crore or 10% of the asset size, whichever is lower, reason for payment default
- Auditor Management: Recommend appointment, monitor independence & performance, approve fees
- Related Party Transactions (RPT): Approve and monitor RPTs and set criteria for omnibus approval
- Internal Controls: Review work of statutory and internal auditors
- Vigil mechanism : Establish and oversee mechanism for directors and employees; review whistleblower mechanism
- Special Transactions: Review mergers, demergers, and major corporate actions
Powers of the Audit Committee
- Investigate any matters within its terms of reference
- Seek information from any employee
- Engage external legal/ professional advisors
- Secure attendance of outsiders with relevant experience, if requires as per Companies Act 2013
Additional Responsibility (Mandatory review)
- Management Discussion & Analysis
- Management letters of internal control weakness/ findings
- Appointment, removal and terms of remuneration of chief internal auditor
- Quarterly deviation statements and report from managing agency
- Fund utilization reports
Nomination and Remuneration Committee (NRC)
Terms of Reference
- Develop criteria for determining qualifications, positive attributes and independence of a director – recommend to Board a policy to remuneration to director, key managerial personnels and other employees
- Evaluate skills, recommend independent director appointment
- Develop criteria for evaluating independent directors and Board performance; and extension of term of independent director
- Devise Board diversity policies
- Identify person for appointment/ removal for senior management positions and their remuneration
- Remuneration policy:
- Level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully
- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks
- Balance b/w fixed and incentive pay to reflect short and long term performance objectives
- Manage employee stock option plans and grants: eligibility date of grant, no. of options to grant, exercise price
- Other activities as my be delegated by Board
Stakeholders' Relationship Committee (SRC)
Terms of Reference
- Consider and look into various aspects of interest of shareholders, debenture holders and other security holders
- Resolve the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc
- Review of measures taken for effective exercise of voting rights by shareholders
- Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent
- Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company
- Carry out any other functions required to be carried out by the Stakeholders’ Relationship Committee as contained in the Companies Act, 2013 or the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
Risk Management Committee (RMC)
Terms of Reference
- Review, assess and formulate risk management system and policy: internal and external risk, risk mitigation and business continuity plan
- Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business
- Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems
- Review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity
- Keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken
- Review the appointment, removal and terms of remuneration of the chief risk officer
- Implement and monitor policies and/or processes for ensuring cyber security
- Coordinate its activities with other committees, as per framework laid down by Board of Directors
- Other terms of reference and activities as may be delegated by the Board and/ or prescribes under SEBI Listing regulation or other applicable law
Corporate Social Responsibility (CSR) Committee
Terms of Reference
- Formulate and recommend to the Board the corporate social responsibility policy of the Company, including any amendments
- Identify corporate social responsibility policy partners and corporate social responsibility policy programmes
- Review and recommend the amount of expenditure to be incurred on the activities
- Perform duties as Board may required to undertake or promoter CSR
- Formulate and recommend to the Board, an annual action plan including the following:
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- List of corporate social responsibility projects or programmes that are approved to be undertaken in areas
- Manner of execution of such projects or programmes
- Modalities of utilization of funds and implementation schedules
- Monitoring and reporting mechanism for the projects or programmes
- Details of need and impact assessment
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- Any other matter as the CSR Committee may deem appropriate after approval of the Board or as may be directed by the Board from time to time and/or as may be required under applicable law
