Independent Director

Independent Director

Independent Director

Independent and Nominee Director

Board Procedures

The Board of Directors of the Company should meet atleast four times in a year, with a maximum time gap of four months between any two meetings.

Following information is placed before the Board meetings:

1. Annual Operating Plans and budgets
2. Capital budgets and updates
3. Recruitment and remuneration of senior officers in 3a, 3b & 3c should be approved by remuneration committee. Any appointment and removal of key managerial personnel should be placed before Board.
4. Quarterly financial reporting
5. Details of Joint Ventures and Collaboration agreements
6. Investments in JVs, Subsidiaries, Capital assets not in normal course of business.
7. Non compliance of any statutory, regulatory, delay in listing and shareholder services.
8. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
9. Other Committee minutes and reports
10. Materially Significant related party transactions

The primary objective of the Audit committee is to monitor and provide effective supervision of Management financial reporting with the view that proper, timely and proper disclosures are made and transparency is maintained. The Committee functions in consultation with the Internal and Statutory Auditor The Audit committee shall meet three times a year, one meeting before the finalisation of annual accounts and one every six months. Minimum quorum of two directors or one-third whichever is higher.

The Company confers following powers on the Audit committee:

1. Significant findings during the year, including the status of previous audit recommendations
2. Any difficulties encountered in the course of audit work including any restrictions on the scope of activities or access to required information
3. Any changes required in the planned scope of the internal audit plan.

The audit committee shall have the following roles & responsibilities

1. Meet at least four times in a year.
2. Correct disclosure of financial transactions with enough support
3. Review annual financial statements before submitting to the Board
   - Accounting policies changes
   - Qualifications in draft audit report
   - Significant adjustments out of audit
   - Compliance with accounting standards
   - Related party transactions
4. Review of Internal Control Systems
5. Review of Internal Audit functions
6. Reviewing the Company's financial risk management policies
7. Review and approve related party transactions
8. Bookkeeping or other services related to the accounting records of financial statements of the Company;
9. Financial information system design and implementation;
10. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
11. Actuarial services;
12. Management functions or human resources;
13. Any other service that the BoD determines is impermissible.
14. Review before release, the unedited quarterly operating results in the Company's quarterly earnings release.
15. Oversee compliance with the requirements of the SEBI and Stock Exchanges as the case may be, for disclosure of auditor's services and audit committee members, member qualifications and activities.
16. Review, approve and monitor the code of ethics that the Company plans for its senior financial officers.
17. Review management's monitoring of compliance with the Company's standards of business conduct and with the Foreign Corrupt Practices Act.
18. Review, in conjunction with counsel, any legal matters that could have a significant impact on the Company's financial statements.
19. Provide oversight and review at least annually of the Company's risk management policies, including its investment policies.
20. Review the Company's compliance with employee benefit plans.
21. Oversee and review the Company's policies regarding information technology and management information systems.
22. If necessary, institute special investigations with full access to all books, records, facilities and personnel of the Company.
23. As appropriate, obtain advice and assistance from outside legal, accounting or other advisors.