- Board Committees
The Company has Audit Committee, Stakeholders Relationship Committee (Formerly known as Shareholders / Investors Grievance Committee), Nomination and Remuneration Committee (formerly known as Remuneration Committee), Risk Management Committee, Corporate Social Responsibility Committee of the Board.
The Audit Committee comprises of three Directors - Mr. Mahendra Singh Mehta - (Chairman), Mr. N.R. Acharyulu and Dr. Mita Dixit. All the Members of the Audit Committee have accounting and financial management expertise. The Chairman of the Audit Committee attends the Annual General Meetings of the Company to answer shareholders queries.
In accordance with Section 177(1) of the Companies Act, 2013 and as per the requirements of SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from October 1, 2014) , the Board of Directors of the Company at their meeting held on May 2, 2014, have approved new terms of reference for the Audit Committee. Further the Audit Committee has been granted powers as prescribed under (SEBI LODR).
Further the terms of reference of the Audit Committee have been amended by the Company on June 23, 2021 to bring in line with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (second amendment) Regulations, 2021 with effect from June 23, 2021.
- Overseeing of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
- Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
- Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
- Reviewing, with the Management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:
- Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of subsection 3 of Section 134 of the Companies Act
- 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 the management.
- Significant adjustments made in the financial statements arising out of audit findings
- Compliance with listing and other legal requirements relating to financial statements
- Disclosure of any related party transactions
- Modified opinion(s) in the draft audit report
- Reviewing with the Management, quarterly financial statements before submission to the 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 utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;
- Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
- Approval or any subsequent modification of transactions of the Company with related parties;
- Scrutiny of inter-corporate loans and investments;
- Valuation of undertakings or assets of the Company, wherever it is necessary;
- Evaluation of internal financial controls and risk management systems;
- 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 the internal auditors of any significant findings and follow-up thereon;
- 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;
- Discussions with the statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussions to ascertain any area of concern;
- To look into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors;
- To review the functioning of the Whistle Blower mechanism/Vigil mechanism;
- Carrying out any other functions as specified in the terms of reference, as amended from time to time;
- Review of Information by Audit Committee;
- Review of the utilization of loans and/or advances from/ investment by the holding Company in the subsidiary exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower, including existing loans/ advances/investments;
- Review of quarterly statements of deviation(s) including report of monitoring agency, if applicable, submitted to the stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations;
- Review of annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(5) of the Listing Regulations;
- To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;
The powers of the Audit Committee:
- To investigate any activity within its terms of reference.
- To seek information from any employee.
- To obtain outside legal or other professional advice.
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
The Audit Committee mandatorily reviews the following information:
- Management discussion and analysis of financial condition and results of operations;
- Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
- Management letters/letters of internal control weaknesses issued by the statutory auditors;
- Internal audit reports relating to internal control weaknesses; and
- The appointment, removal and terms of remuneration of the Chief internal auditor.
- The uses/application of funds raised through an issue(public issue, rights issue, preferential issue etc.) by major category (Capital expenditure, Working Capital etc.) as a part of the review of the quarterly financial statements;
- If applicable, on an annual basis, statements duly certified by statutory auditors, regarding utilization of funds for purposes other than those stated in the other documents/prospectus/notice issued for raising funds through public issue, rights issue, preferential issue etc. and shall recommend to the Board appropriate steps taken up in this matter;
- In addition, the Audit Committee also reviews the financial statements in particular, the investments made by the unlisted subsidiary companies;
Stakeholders Relationship Committee (Formerly known as Shareholders / Investors Grievance Committee)
The Stakeholders Relationship Committee (Formerly known as Shareholders / Investors Grievance Committee) comprises of Three Directors, Mr. Santosh Janakiram, Chairman and who is an Independent Director, Mr. Ajit Gulabchand, Chairman and Mr. Arjun Dhawan, Executive Vice Chairman. Mr. Nitesh Kumar Jha, Company Secretary is the Compliance Officer of the Company.
The terms of reference for the Stakeholders Relationship Committee have been amended on May 9, 2019, to bring in line with the requirements of SEBI (LODR) Amendment Regulations 2018 with effect from April 1, 2019:
- Resolving the grievances of the security holders of the listed entity 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 the effective exercise of voting rights by shareholders.
- Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
- Such other roles and responsibility as may be provided under the Companies Act and Listing Regulations, as amended from time to time;
In accordance with Section 178(5) of the Companies Act, 2013 and as per the requirements of SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from October 1, 2014), the Board of Directors of the Company at their meeting held on May 2, 2014, have approved the change in nomenclature of the Shareholders Grievances Committee to Stakeholders Relationship Committee and enhanced their role. Therefore the said Committee shall in addition to the above role, also consider and resolve the grievances of debenture holders, deposit holders and other security holders of the Company.
Nomination and Remuneration Committee (Formerly known as Remuneration Committee)
The Company has a Nomination and Remuneration Committee (Formerly known as Remuneration Committee) comprising of Mr. Ajit Gulabchand, Chairman and three Independent Directors – Mr. Mahendra Singh Mehta, Chairman and Mr. Santosh Janakiram.
In accordance with Section 178 of the Companies Act, 2013 and as per the requirements of SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from October 1, 2014), the Board of Directors of the Company at their meeting held on May 2, 2014, have approved the change in nomenclature of the Remuneration Committee to Nomination and Remuneration Committee and have revised their role.
The role of the Nomination and Remuneration Committee has got enhanced with effect from May 9, 2019 to bring it in line with the requirements of SEBI (LODR) Amended Regulations 2018 with effect from April 1, 2019.
- To formulate criteria for identifying Directors and Senior Management employees of the Company for appointment;
- To recommend to the Board in relation to the appointment and removal of Directors and Senior Management;
- To formulate criteria for the evaluation of Independent Directors and the Board;
- To carry out the evaluation of the performance of the Directors on the Board;
- To formulate and recommend to the Board a policy relating to the remuneration payable to Directors, Key managerial personnel and Senior Management employees as covered under the NRC Policy;
- To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management of the quality required to run the company successfully;
- To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks , and
- To ensure that remuneration to Key Managerial Personnel (excluding Directors) and Senior Management involves a balance between fixed and variable performance-linked payout IPLPI reflecting short and long term performance objectives appropriate to the working of the Company and its goals;
- To devise a policy on Board diversity;
- To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
- To recommend to the Board, all remuneration, in whatever form, be payable to Senior Management;
Risk Management Committee
The Company has a Risk Management Committee comprising of Mr. Mahendra Singh Mehta, Chairman and who is an Independent Director, Mr. Arjun Dhawan, Executive Vice Chairman, Mr. N.R. Acharyulu, Independent Director, Mr. Rahul Rao, Chief Financial Officer and Mr. Jaspreet Singh Bhullar, CEO.
As per the requirements of provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board of Directors at their Meeting held on March 23, 2022 re-constituted the Risk Management Committee.
The role of the committee shall, inter alia, include the following:
- To formulate a detailed risk management policy which shall include:
- A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.
- Measures for risk mitigation including systems and processes for internal control of identified risks.
- Business continuity plan.
- To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.
- To monitor and oversee the implementation of the risk management policy, including evaluating the adequacy of risk management systems.
- To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity.
- To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken.
- The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.
- Such other functions as may be assigned by the Board from time to time
Corporate Social Responsibility Committee
The Company has a Corporate Social Responsibility Committee comprising of Mr. Ajit Gulabchand, Chairman, Mr. Mahendra Singh Mehta, who is an Independent Director and Mr. N.R. Acharyulu, Independent Director..
The role of the committee shall, inter alia, include the following:
- Formulate and recommend to the Board, a Corporate Social Responsibility Policy in compliance with Section 135 of the Companies Act, 2013;
- Formulate and recommend to the Board, an annual action plan in pursuance of the CSR policy, which shall include the following, namely:-
- the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
- the manner of execution of such projects or programmes as specified in the Act and Rules made thereunder;
- the modalities of utilization of funds and implementation schedules for the projects or programmes;
- monitoring and reporting mechanism for the projects or programmes; and
- details of need and impact assessment, if any, for the projects undertaken by the Company: Provided that Board may alter such plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to that effect.
- Recommending the CSR expenditure to be incurred by the Company to the Board for its approval
- Any other functions as may be assigned by the Board