In order to focus on the critical functions of the Company, the Board may constitute such Committees as and when required to ensure smooth functioning of the Company. The Board shall have the following sub committees:
- Audit Committee
- Nomination & Remuneration Committee and
- Corporate Social Responsibility Committee
- Asset Liability Management Committee
The terms of reference of the above mentioned Committees shall be determined by the Board from time to time.
Details of the various Board committees are:
1) AUDIT COMMITTEE
The Audit Committee constitution and functioning shall be in compliance with the provisions of the Companies Act, 2013. The powers and terms of reference of the Audit Committee shall be comprehensive and include the requirements as set out by Section 177 of the Companies Act, 2013. The Committee will be vested with necessary powers, as defined in its Charter to achieve its objectives.
The Audit Committee of the Company shall have minimum of three Directors with Independent Directors forming majority as prescribed by the Companies Act, 2013. They shall meet all applicable legal requirements with respect to independence, financial literacy, accounting or related financial expertise, etc. The members of the Audit Committee shall be appointed by the Board of Directors.
The Chairman of the Committee shall be a Non-Executive director who might attend the Annual General Meeting if deemed fit to answer shareholder queries.
The Audit Committee Meeting shall be attended by;
- Members of the Audit Committee
- Internal Auditors
- Statutory Auditors as and when invited
- Such other invitees at the discretion of the Chairman of the Committee
- Company Secretary, who shall act as the secretary to the Committee
Quorum shall comprise of two members or one third of the Members of the Audit Committee whichever is higher. At least one meeting of the Committee shall be held per quarter including one prior to the finalization of the Annual Accounts.
The Audit Committee shall undertake such duties as per the charter approved by the Board and any such duties as may be delegated to it from time to time.
The Company Secretary will maintain minutes of the meetings of the Audit Committee.
2) NOMINATION & REMUNERATION COMMITTEE
The Board shall constitute a Nomination & Remuneration Committee to meet the requirements of Section 178 of the Companies Act, 2013. The Committee shall apart from other things review the appointments and removals of directors and senior management, the compensation related matters of the directors and senior management, evaluation of Directors performance, etc. The Committee will be vested with necessary powers, as per its Charter approved by the Board. The Head of Human Capital shall act as the Secretary to the committee.
The Nomination & Remuneration Committee of the Board shall have minimum three Non-Executive Directors out of which not less than one half shall be independent directors. The chairman of the Company may be appointed as member of Nomination & Remuneration Committee but shall not act as the Chairman of the committee.
The chairman of the committee or any other member of the committee authorized by him, if required shall attend the general meetings of the company.
Quorum shall comprise of two members or one third of the members of the committee, whichever is higher. The Committee shall meet on need basis.
The Nomination & Remuneration Committee shall undertake the duties as per the charter approved by the Board and any other duties as may be delegated to it from time to time.
The Head of Human Capital will maintain the minutes of the meeting of the Nomination & Remuneration Committee.
3) COPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board shall constitute a Corporate Social Responsibility (CSR) Committee to meet the requirements of Section 135 of the Companies Act, 2013. The Committee will be vested with necessary powers, as laid down in its charter to achieve its objectives.
The CSR Committee shall have minimum three directors, out of which at least one director shall be an independent director. The members of the CSR Committee shall be appointed by the Board of Directors. The Company Secretary shall act as the secretary to the Committee.
Quorum shall comprise of two or 1/3rd of the members of the Committee, whichever is higher. The committee shall meet at least four times a year.
The CSR Committee shall undertake such duties as per the charter approved by the Board and other duties as may be delegated to it from time to time.
The Company Secretary shall maintain the minutes of the meetings of the CSR Committee.
4) ASSET LIABILITY MANAGEMENT COMMITTEE
The Board shall also constitute an Asset Liability Management Committee (ALCO) as required by the guidelines issued by the Reserve Bank of India (RBI). The constitution and functioning of the ALCO shall be in line with the requirements of the RBI guidelines. The Committee inter alia, shall monitor the asset liability gap and strategize action to mitigate the risk associated.
The Committee should have such members as approved by the Board. The quorum shall comprise of at least three members.
The Committee shall meet once in every month or as and when required. The minutes of the meetings shall be maintained by the Company Secretary.
The Committee shall undertake such duties as per the Terms of Reference approved by the Board and such other duties as may be delegated to it from time to time.
Apart from the above committees, the Board shall constitute such other committees as may be deemed fit by it, if required.