Corporate Governance Report

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    Q4 - Corporate Governance Report
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  • Annual Corporate Governance Certificate
    Q4 - Corporate Governance Report
    Q3 - Corporate Governance Report
    Q2 - Corporate Governance Report
    Q1 - Corporate Governance Report
  • Annual Corporate Governance Certificate
    Q4 - Corporate Governance Report
    Q3 - Corporate Governance Report
    Q2 - Corporate Governance Report
    Q1 - Corporate Governance Report
  • Annual Corporate Governance Certificate
    Q4 - Corporate Governance Report
    Q3 - Corporate Governance Report
    Q2 - Corporate Governance Report
    Q1 - Corporate Governance Report
  • Annual Corporate Governance Certificate
    Q4 - Corporate Governance Report
    Q3 - Corporate Governance Report
    Q2 - Corporate Governance Report
    Q1 - Corporate Governance Report
  • Annual Corporate Governance Certificate
    Q4 - Corporate Governance Report
    Q3 - Corporate Governance Report
    Q2 - Corporate Governance Report
    Q1 - Corporate Governance Report
  • Annual Corporate Governance Certificate
    Q4 - Corporate Governance Report
    Q3 - Corporate Governance Report
    Q2 - Corporate Governance Report
    Q1 - Corporate Governance Report

Company Policies

Code of Conduct
Risk Management Policy
Directors Appointment and Evaluation Policy
Whistleblower Policy
Corporate Social Responsibility Policy
Policy on Material Subsidiaries
Related Party Transaction Policy
Code of Conduct for Fair Disclosure
Policy for Determination of Material Events
Archival Policy
Familiarisation Programme
Policy and Procedures for prevention of leakages of UPSI

Committees

Audit Committee

The Audit Committee was constituted by the Board of Directors, complying with section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Audit committee consists of following members:

Name of Directors Designation
Savita Agarwal, Chairman Independent Director
Anil Agarwal, Member Independent Director
Rupinder Singh, Member Independent Director
Arvind Kajaria, Member Managing Director

The Terms of reference of the Audit Committee are as follows (Updated as per Amendments in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. [Effective 01 April 2019]:

  • To interact with the auditors periodically about internal control systems, the scope of audit including the observations of auditors and review the quarterly, half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems.
  • Overseeing the Company's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
  • Recommending to the Board, the appointment, re-appointment and, removal of the statutory auditors, fixation of their remuneration and other terms of reference of their appointment.
  • Approve payment 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 Directors' Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
    • Changes, if any, in accounting policies and practices and reasons for the same.
    • Major accounting entries based on the exercise of judgment by 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.
    • Qualifications in the draft audit report.
  • Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
  • Reviewing, with the management, the statement of uses/application of fund raised through an Initial Public Offer (IPO) on a quarterly basis as a part of quarterly review of financial results.
  • Reviewing with the management, performance of 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 statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
  • To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
  • Approval or any subsequent modifications of transactions with the related parties.
  • Scrutiny of inter-corporate loans and investments.
  • Reviewing and monitoring the auditor's independence and performance and effectiveness of audit process.
  • Valuation of undertakings or assets of the Company, wherever it is necessary.
  • Evaluation of internal financial controls and risk management systems.
  • Reviewing the functioning of whistle blower mechanism.
  • Approval of appointment of Chief Financial Officer after assessing the qualifications, experience & Background etc. of the candidate.
  • Reviewing the utilization of loans and/or advances from/investment by the Holding Company in the Subsidiary Company exceeding Rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/investments.
  • Carrying out such other functions as may be specifically referred to the Committee by the Company's Board of Directors.
The Company Secretary of our Company acts as the secretary to the Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by the Board of Directors complying with section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. This Committee is responsible for the oversight of executive compensation. The Nomination and Remuneration Committee consists of the following members:

Name of Directors Designation
Rupinder Singh, Chairman Independent Director
Ashok Bhandari, Member Independent Director
Savita Agarwal, Member Independent Director
Anil Agarwal, Member Independent Director

The Terms of reference of the Nomination and Remuneration Committee are as follows (Updated as per Amendments in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. [Effective 01 April 2019]:

  • Identifying and selection of candidates for appointment as Directors / Independent Directors based on criteria fixed by the Committee.
  • Identifying potential individual for appointment as Key Managerial Personnel and to other Senior Management positions, if any.
  • Formulate the criteria and Specify the manner for effective evaluation of performance of Board, its Committees, individual directors and independent directors to be carried out either by the Board, by the Nomination and Remuneration Committee, or by an Independent external agency and review its implementation and compliance.
  • To recommend to the Board, all remuneration, in whatever form, payable to Senior Management.
  • Board Diversity and criteria for the independence, positive attributes, qualifications and experience of directors.
The Company Secretary of our Company acts as the secretary to the Committee.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted by the Board of Directors, complying with section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Committee is responsible for the redressal of shareholder grievances. The Stakeholders Relationship Committee consists of the following members:

Name of Directors Designation
Anil Agarwal, Chairman Independent Director
Rupinder Singh, Member Independent Director
Ashok Bhadari, Member Independent Director
Arvind Kajaria, Member Managing Director

The Terms of reference of the Stakeholders Relationship Committee are as follows (Updated as per Amendments in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. [Effective 01 April 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 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 and 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.
The Company Secretary of our Company acts as the secretary to the Committee.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by the Board of Directors. This Committee is responsible for complying with Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee consists of the following members:

Name of Directors Designation
Arvind Kajaria, Chairman Managing Director
Ashok Bhadari, Member Independent Director
Anil Agarwal, Member Independent Director
Rupinder Singh, Member Independent Director

The Terms of reference of the Stakeholders Relationship Committee are as follows (Updated as per Amendments in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. [Effective 01 April 2019]:

  • To frame CSR policy and review it from time to time.
  • To ensure implementation and monitoring of the CSR activities as per the approved policy, plans and budget.
  • To ensure the compliance with the laws, rules & regulations governing the CSR.
  • To monitor the amount spent under CSR.
The Company Secretary of our Company acts as the secretary to the Committee.

Business Advisory Committee

The Business Advisory Committee [A Non-Mandatory Committee] was constituted by the Board of Directors. This Committee is responsible for looking after Business and Investments Decisions required day-to day attention and report to the Board of Directors. The Corporate Social Responsibility Committee consists of the following members:

Name of Directors Designation
Arvind Kajaria, Chairman Managing Director
Ashok Bhadari, Member Independent Director

The terms of reference for the Business Advisory Committee is as follows:

  • To advise on Business matters of the Company.
  • To guide the management on fortnightly/monthly basis business decisions and concerned matters.
  • To foresee monthly budgets and updates.
  • To foresee treasury related issues on fortnightly/ monthly basis.
The Company Secretary of our Company acts as the secretary to the Committee.

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