Corporate Governance Philosophy:
Corporate Governance is about credibility, transparency and accountability of the Board and Management towards shareholders and other investors of the Company. We believe in a Board of appropriate size, composition and commitment to adequately discharge its responsibilities and duties. We consistently review on a periodical basis all systems, policies and delegations so as to establish adequate and sound system of risk management and internal control.
(A) Composition of Board and record of other directorship held: The Company is managed and controlled through a professional body of Board of Directors, which comprise of an optimum combination of Executive and Non-Executive Independent Directors headed by the Chairman. The strength of Board of Directors as on 31.03.2017 is seven, out of which four are Non-executive Independent Directors, The independent directors do not have any pecuniary relationship or transactions with Company, which may affect independence in any manner.
S.No Name Designation OR Category 1 G S Kandoi Chairman and Managing Director 2 Savitri Kandoi Director 3 Rameshwar Pareek Independent Non-Executive Director 4 Radhey Shyam Gemini Independent Non-Executive Director 5 Kamlesh Sharma Independent Non-Executive Director 6 Raj Kumar Agarwal Independent Non-Executive Director 7 Manish Singhal Whole Time Director; Executive Director 8 R C Maheswari Whole Time Director Executive Director 09 Harshit Attar Company Secretary 10 Shiv Ratan Maheshwari CFO
(B) Board level Committees: In accordance with the Listing Agreement with the stock exchange on Corporate Governance or SEBI (LODR) Regulation 2016, the following committees, comprising highly experienced and professional board members, were in operation:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Finance Committee
As a measure of good Corporate Governance and to provide assistance to the Board of Directors in fulfilling the Board's oversight responsibility, an Audit Committee has been constituted, headed by an Independent Directors. All members are Non-Executive and independent Directors and each member has rich experience in financial sector. The terms of reference of Audit Committee include inter-alia appointment of cost auditor, systematic review of Accounting policies & practices, financial reporting process, adequacy of internal control systems and internal audit function, quarterly/ half-yearly financial statements and risk management policies. It also recommends appointment of Statutory Auditors and Internal Auditors and fixation of audit fees and discussion on audit reports. The Audit Committee, as on 31st March 2017 consisted of the following three director:-
Chairman: - Mr. Rameshwar Pareek
Members:- Mr. Kamlesh Sharma
Mr. Raj Kumar Agarwal
Nomination and Remuneration Commitiee:-
The Nomination and Remuneration Policy is being adopted by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee incompliance of Section 178 of the Companies Act, 2013 and the Listing Agreement, entered into by the Company with Stock Exchanges. This policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The remuneration committee was set in our company to evaluate compensation and benefits for the directors and their relatives and frame policies and system thereof. The remuneration committee has been constituted of the following directors:
Chairman:- Mr. Kamlesh Sharma
Members: Mr. Rameshwar Pareek
Mr. Raj Kumar Agarwal
Details of remuneration paid to Executive Directors and relatives of Directors for the year as approved by the Remuneration Committee are as under:
1. Mr. G.S. Kandoi : Rs. 36 lacs
2. Mr. Manish Singhal : Rs. 36 Lacs
3. Mr. ramesh Chand Maheshwari : Rs. 3.60Lacs
4. Mrs. Prity Singhal : Rs. 24 Lacs
The Non-Executive and Independent Directors of the company shall only be paid sitting fees (as determined by the Board from time to time) for attending Board/ Committee meetings apart from reimbursement of expenses incurred for attending the meetings.
Stakeholders Relationship Committee:
The Committee comprised of Mrs. Savitri Kandoi -Chairman, Mr. G. S. Kandoi & Mr. Manish Singhal Members. Information's relating to Shareholders\Investors complaints are regularly placed before the committee. No complaints received during the year, hence no any pendency for disposal as on 31.03.2017. The Company Secretary of the Company acts as a Compliance Officer of the Company.
Considering the volume of the Company's transactions with banks and according to requirement of workings of the Company the Finance Committee comprising the following Directors: -
Chairman Mr. G. S. Kandoi
Members Mr. Manish Singhal
Mr. Ramesh Chand Maheshwari