Internal Committee

Auditing Committee

Audit Committee Members are appointed by the Board of Directors. The Company has constituted an Audit Committee as required under Sec.177 of the Companies Act, 2013.

Every financial year four meetings of the Audit Committee are held. The Chairman of the Audit Committee also attended the Company’s Annual General Meeting.

The committee consists of following members:

Name of Person Designation
Sri. S. Rethinavelu Chairman
Sri. Ba. Ramesh Member
Sri. V. R. Muthu Member
Sri. S.M.Chandrasekaran Member

The Company Secretary also acts as the Secretary to the committee.

The role of the Committee shall be as under:

1) 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.

2) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

3) Reviewing with management the annual financial statements before submission to the board, focusing primarily on;

  • Any changes in accounting policies and practices.
  • Matter included in the Director’s responsibility statement.
  • Major accounting entries based on exercise of judgment by management.
  • Qualifications in draft audit report.
  • Significant adjustments arising out of audit.
  • The going concern assumption.
  • Compliance with accounting standards.
  • Compliance with stock exchange and legal requirements concerning financial statements.
  • Any related party transactions i.e. transaction of the company of material nature, with promoters or the management, their subsidiaries or relatives etc.that may have potential conflict with the interests of company at large.

4) Reviewing with the management, external and internal auditor, and adequacy of internal control Systems.

5) Reviewing the adequacy of internal audit function, 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.

6) Discussion with internal auditors any significant findings and follow up there on.

7) 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.

8) Discussion with statutory auditors before the audit commences nature and scope of audit as well as post-audit discussions to ascertain any area of concern.

9) Reviewing the company’s financial and risk management policies.

10) Reviewing the Management Discussion and Analysis of financial condition and results of operation;

11) Recommending to the Board, the appointment and fixation of remuneration of Secretarial Auditors;

12) Reviewing reports of Secretarial audit and discussion with Secretarial Auditors on any significant findings by them;

13) Reviewing the Management letters/letters of internal control weaknesses issued by the Statutory Auditors.

14) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any.

In addition to the above, the Audit committee shall also obligatorily review the following:

  • Management discussion and analysis of financial conditions and results of operations;
  • Statement of significant related party transactions (as defined by the audit committee), submitted by management.
  • Internal audit reports relating to internal control weaknesses; and
  • The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee

Nomination And Remuneration Committee

The Remuneration Committee of the Company is empowered to review the remuneration of the Managing Director and the Executive Directors. The Remuneration Committee consists of Independent Directors including the Chairman of the Committee & Sri. Balarama Govinda das, managing director of the company:

Name of Person Designation
Sri. S. Rethinavelu Chairman
Sri. Lalji Vora Member
Sri. V. R. Muthu Member
Sri. S.M.Chandrasekaran Member
Sri. Balarama Govinda das Member

Sri. V. Vijayaraghavan, Company Secretary is the Secretary of the Committee.

The terms of reference of the Remuneration Committee are:

  • The Remuneration Committee recommends to the board the compensation terms of the executive directors.
  • Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.
  • Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.
  • Ensuring the remuneration policy is good enough to attract, retain and motivate directors.
  • Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the company and the shareholders.

Stake Holders Grievance And Relationship Committee

The primary role of the investor grievance committee is to specifically look into the redressal of Investors’ Grievances pertaining to:

  • Transfer of shares
  • Dividends
  • Non-Receipt of declared dividend
  • Non-Receipt of Annual Report
  • Complaints with respect to dematerialization of Shares
  • To look into other related issues towards strengthening investors’ relations.

The committee has the following members:

Name of Person Designation
Sri. Lalji Vora Chairman
Sri. Balarama Govinda Das Member
Sri. Ba. Ramesh Member
Sri. N.B. Kumar Member
Sri.V. Vijayaraghavan Company Secretary

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:

To review the CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013; To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.

The composition of the Corporate Social Responsibility Committee as at March 31, 2021 and the details of Members’ participation at the Meetings of the Committee are as under:

Name of Person Designation
Sri. Balarama Govinda Das Chairman
Sri. Lalji Vora Member
Sri. Ba. Ramesh Member
Sri. N.B. Kumar Member

Sri. V. Vijayaraghavan, Company Secretary is the Secretary of the Committee.

RISK MANAGEMENT COMMITTEE

In terms of amendment to SEBI (LODR) Regulations 2015, as top 1000 listed entities by market capitalization we are required to constitute a Risk Management Committee and accordingly the same has been constituted as per following details in the Board meeting held on 24/06/21:
1. Sri. Balarama Govinda Das - Chairman

2. Sri. Ba. Ramesh - Member

3. Sri. N.B. Kumar - Member

4. Sri. Lalji Vora - Member

5. Sri. S.M. Chandrasekaran - Member

Sri. V. Vijayaraghavan, Company Secretary will be the Secretary of the Committee.

The objectives and scope of the Risk Management

Committee broadly reviews:

1) Overseeing of risk management performed by the executive management;

2) The BRM policy and framework formulated in line with local legal requirements and SEBI guidelines;

3) Risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

4) Defining framework for identification, assessment, monitoring, and mitigation and reporting of risks.

5) Within its overall scope as aforesaid, the Company shall review risks trends, exposure, and potential impact analysis and mitigation plan


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