Corporate Governance-CODE OF CONDUCT
In terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, our Company has constituted the following committees:
 
(a) Audit Committee
(b) Nomination & Remuneration Committee
(c) Stakeholders Relationship Committee
   

 

 

 

 

 

 

 

 

 

 

 

 


AUDIT COMMITTEE:-

The Audit Committee comprises of the following members:

  Sr. No.   Name of the Member   Designation   Nature of Directorship
               
  1.   Mr. Zahurahmed Fakir   Chairman   Independent and non-executive
  2.   Mr. Yogesh Thakkar   Member   Independent and non-executive
  3.   Mr. Bhavik Bhimjyani   Member   Non-independent and executive
               


Scope and terms of reference:
The Audit Committee will perform the following functions with regard to accounts and financial management:


  • Oversight of our Company’s financial process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
  • Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of the audit fees;
  • Approval of payment to the statutory auditor for any other services rendered by the statutory auditors;
  • Reviewing with the management, the annual financial statement before submission to the Board for approval, with particular reference to:
          • 1. Matters required to be included in the Directors’ responsibility statement which forms part of the Directors’ report pursuant to clause 22A of Section 217 of the Companies Act;
          • 2. Changes, if any, in accounting policies and practices and reasons for the same;
          • 3. Major accounting entries involving estimates based on the exercise of judgment by management;
          • 4. Significant adjustments made in the financial statements arising out of audit findings;
          • 5. Disclosure of any related party transactions; and
          • 6. Qualification in the draft audit report.
  • Reviewing with the management, the quarterly financial statements before submission to our 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 utilization of the proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter;
  • Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  • Reviewing the adequacy on 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 the internal auditors on any significant findings and follow up thereon;
  • Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of material nature and reporting the matter to our Board;
  • Discussion with the statutory auditor before audit commences, about the nature and scope of audit as well as a post audit discussion to ascertain in any area of concern;
  • To look into the reasons for substantial defaults in the payment to depositors, debenture holders shareholders (in case of default in payment of declared dividend) and creditors;
  • To review the functioning of the whistle blower policy mechanism, if any, adopted and framed from time to time;
  • Approval of appointment of chief financial officer (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 may be mentioned in the terms of reference of the Audit Committee from time to time; and
  • Any other activities as may be covered within the gamut of scope of Audit Committee by any statutory enactment(s) from time to time.

 



NOMINATION & REMUNERATION COMMITTEE:-

The Nomination & Remuneration Committee comprises of the following members:

  Sr. No.   Name of the Member   Designation   Nature of Directorship
               
  1.   Mr. Zahurahmed Fakir   Chairman   Independent and non-executive
  2.   Mr. Yogesh Thakkar   Member   Independent and non-executive
  3.   Mr. Rashmi Bhimjyani   Member   Chairman and Non-independent
               


Scope and terms of reference:
The Remuneration Committee exercises powers in relation to the matters listed below:


  • To review the overall compensation policy, service agreements and other employment conditions of the managing/ whole time Directors;
  • To decide on overall compensation policy for non-executive Directors;
  • Stock option details, if any, and whether to be issued at a discount as well as the period over which to be accrued and over which to be exercisable; and
  • To take decision on the increments in the remuneration of Directors

 


STAKEHOLDERS RELATIONSHIP COMMITTEE:-

The Shareholders’ Relationship Committee comprises of the following members:

  Sr. No.   Name of the Member   Designation   Nature of Directorship
               
  1.   Mr. Zahurahmed Fakir   Chairman   Independent and non-executive
  2..   Mr. Rashmi Bhimjyani   Member   Non-independent and executive
  3.   Mr. Bhavik Bhimjyani   Member   Non-independent and executive
               


Scope and terms of reference:
The Shareholders’ Grievance Committee has been constituted to do the following acts:


  • To approve and register transfer and/ or transmission of all classes of share debentures;
  • Redressal of shareholders and investor complaints e.g. transfer of shares, non receipt of balance sheet/ annual report, non receipt of declared dividend, interest, notices etc;
  • Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
  • To sub-divide, consolidate and issue duplicate share certificates on behalf of our Company; and
  • To do all such acts, things, or deeds as may be necessary or incidental to the exercise of the above powers.