The Board has constituted following 3 (three) Committees:
- Audit, risk & asset-liability management committee
- Nomination and remuneration committee
- Borrowing committee
With a view to comply with various requirements under the Companies Act, 1956, the Board has set up its Audit, Risk & Asset-Liability Management Committee. The committee has been constituted pursuant to relevant RBI regulations for monitoring the asset liability gap and to strategize action to mitigate risks associated with the company.
Terms of Reference/Scope of the Committee:
- 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;
- Recommending to the Board, the appointment, reappointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees;
- Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
- Reviewing with the management the annual financial statements before submission to the Board for approval, with particular reference to:
- Matters required being included in the Directors Responsibility Statement to be included in the Board;
- 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;
- Significant adjustments made in the financial statements arising out of audit findings;
- Compliance with legal requirements relating to financial statements;
- Disclosure of any related party transactions; and
- Qualifications in the draft audit report.
- Reviewing with the management, the quarterly audited/unaudited financial statements before submission to the Board for approval;
- Reviewing with the management, performance of the statutory and internal auditors and 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, 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 reasons for substantial defaults in the payment to the shareholders (in case of nonpayment of declared dividends) and creditors;
- The scope of the Committee pertains to the review or operational risk, information technology risk, integrity risk, adherence to KYC guidelines.
- The role and functions of the Committee shall also include:
- Addressing concerns regarding Asset Liability mismatches and interest rate risk exposure;
- Taking strategic actions to mitigate the risk associated with the nature of the business;
- Achieving optimal return on capital employed, whilst maintaining acceptable levels of risk (including and relating to liquidity, market & operational aspects) and adhering to the policies and regulations;
- Reporting statement of short term dynamic liquidity, structural liquidity and interest rate sensitivity to the RBI; and
- Apprising the Board of Directors at regular intervals regarding the process made in putting in place a progressive risk management system and risk management policy and strategy.
The Nomination and Remuneration Committee have the overall responsibility of approving and evaluating the compensation plans, policies and all other HR related issues of the company.
Terms of reference/Scope of the Committee:
- To ensure fit and proper credentials of proposed/existing Directors;
- Appointment and reappointment of Directors on the Board;
- Filling of a vacancy on the Board; and
- Appointment of members to the Executive Committee of the Board.
This Committee of the Board shall undertake a process of “Due Diligence” to determine the suitability of the person for appointment/continuing to hold appointment as a Director on the Board based upon his/her qualification, expertise, track record, integrity and other fit and proper criteria.
The other responsibilities are:
- Determining on behalf of the Board and on behalf of the shareholders with agreed terms of reference, the company’s policy on specific remuneration packages for Managing Director including pension rights and any compensation payment;
- Determining the revenue matrix, salary and bonus to be paid to Whole time Director(s) or Managing Director of the Company;
- Determining the sitting fee to be paid to the members of the Board;
- Determining the policy for salary, incentives and bonus/ex-gratia to be paid;
- To identify, appoint and review the performance of “Key Management Personnel” of the company;
- Making recommendation to the Board of Directors with respect to the compensation to be paid to the Whole Time Directors and Key Management Personnel of the Company;
- Determining the criteria for the grant of options or shares under the Stock Option or Stock Purchase Scheme;
- Considering any other matter as may be required by under the Stock Option or Stock Purchase Scheme of the Company;
- Authority to do any matter in relation to the above functions/powers;
- To delegate any of the powers mentioned above to the Company Executives
To avail the borrowings from different banks/financial institutions, the company needs the Board of Directors meeting frequently. The Board of Directors of the company now constitute a separate three members committee to borrow fund in terms of Term Loan/Cash Credit at any point of time shall not exceed 1,000.00 Crore (Rupees one thousand crore only) on behalf of company.