CONSTITUTION OF AUDIT COMMITTEE

RESOLVED THAT pursuant to Section 177 and Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee be and is hereby constituted by the Board of Directors of the Company comprising the following directors as its members:

A. Audit Committee Members

Name Position in the Committee Designation
Mr. Ashish Bakliwal Chairman Independent Director
Mr. Manish Kankani Member Independent Director
Mr. Girish Ashok Kukreja Member Chairman and MD

RESOLVED FURTHER THAT Mr. Ashish Bakliwal, Independent Director, be and is hereby nominated as the Chairman of the Audit Committee and the Company Secretary shall act as the Secretary of the Audit Committee when appointed.

RESOLVED FURTHER THAT the Committee shall operate in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and shall adhere to the tenure, meeting and terms of reference detailed below:

A. Tenure of the Committee:

The Audit Committee shall continue to function as a committee of the Board until otherwise resolved by the Board for carrying out the functions approved by the Board.

B. Meetings of the Committee:
  • The committee shall meet at least four times a year
  • Not more than 120 days shall elapse between two meetings
  • The quorum for a meeting shall be either two members or one-third of the members, whichever is higher
  • A minimum of two Independent Directors shall be present at each meeting
  • The Chairman of the Audit Committee shall attend the Annual General Meeting of the Company to answer the queries of the shareholders
C. Power of the Committee:

The Audit Committee shall have powers including:

  • a) To investigate any activity within its terms of reference
  • b) To seek information from any employee
  • c) To obtain outside legal or other professional advice

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

RESOLVED THAT pursuant to Section 178 and Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and Regulation 19 of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee be and is hereby constituted by the Board of Directors of the Company comprising the following directors as its members:

B. Nomination and Remuneration Committee Members

Name Position in the Committee Designation
Mr. Ashish Bakliwal Chairman Independent Director
Mr. Manish Kankani Member Independent Director
Mrs. Kavita Ashoklal Kukreja Member Non-Executive Director

RESOLVED FURTHER THAT Mr. Ashish Bakliwal, Independent Director, be and is hereby nominated as the Chairman of the Nomination and Remuneration Committee.

RESOLVED FURTHER THAT the Committee shall act in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and shall adhere to the following terms of reference:

A. Tenure of the Committee:

The committee shall function until otherwise resolved by the Board.

B. Meetings of the Committee:
  • The committee shall meet at least once a year
  • Quorum: Either two members or one-third of the members (whichever is greater), including at least one independent director
  • The Chairman of the committee is entitled to attend the general meeting to clarify remuneration matters to shareholders
C. Role of Terms of Reference:

As per Part D of Schedule II of SEBI Listing Regulation and Companies Act, 2013, the committee's roles include:

  • 1. Formulating criteria for determining qualifications, positive attributes, and independence of a director, and recommending a policy for the remuneration of directors, key managerial personnel, and other employees
  • 2. Evaluating the balance of skills for the appointment of an independent director

CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

RESOLVED THAT pursuant to Section 178(5) and other applicable provisions of the Companies Act, 2013 and Regulation 20 of the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholders Relationship Committee be and is hereby constituted by the Board of Directors of the Company with the consent of the Board comprising the following directors as its members:

C. Stakeholders Relationship Committee Members

Name Position in the Committee Designation
Mrs. Kavita Ashoklal Kukreja Chairman Non-Executive Director
Mr. Ashish Bakliwal Member Independent Director
Mr. Girish Ashok Kukreja Member Chairman and MD

RESOLVED FURTHER THAT Mrs. Kavita Ashoklal Kukreja, Non-Executive Director, be and is hereby nominated as the Chairman of the Stakeholders Relationship Committee.

RESOLVED FURTHER THAT the Committee shall act in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and shall adhere to the following tenure, meeting and terms of reference:

A. Tenure of the Committee:

The committee shall remain in function as a committee of the Board until otherwise resolved by the Board for carrying out the functions approved by the Board.

B. Meetings of the Committee:
  • The committee shall meet at least once a year
  • It must report to the Board quarterly on the status of shareholder complaint redressal
  • The Chairman of the committee must be present at annual general meetings to answer security holder queries
  • The quorum for meetings is two members
C. Terms of Reference:

The role of the Stakeholders Relationship Committee, as per Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, includes:

Resolving grievances of security holders of the listed entity, such as complaints related to:

  • Transfer/transmission of shares
  • Non-receipt of annual reports
  • Non-receipt of declared dividends
  • Issue of new/duplicate certificates
  • General meetings, etc.