- 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, of the Board.
The Audit Committee comprises of four Directors - Mr. Mahendra Singh Mehta - (Chairman), Mr. Anil Singhvi, 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 the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
- Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees;
- 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 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 involving estimates 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, performance of statutory and internal auditors, adequacy of the internal control systems;
- Reviewing the adequacy of the 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 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 material nature and reporting the matter to the board;
- 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, with regard to payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
- Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
- 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;
- Review the functioning of the Whistle Blower mechanism/Vigil mechanism
- Carrying out any other function as specified in the terms of references amended from time to time.
- Review 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 existing as on 1st April 2019.
- Consideration and making comment on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholder.
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 the 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 are 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 Managing Director and Mr. Arjun Dhawan, Group CEO & Whole-time Director. Mr. Vithal Kulkarni, Company Secretary is the Compliance Officer of the Company.
The terms of reference for 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:
- Noting transfer/transmission of shares.
- Review of dematerialized/rematerialized shares and all other related matters.
- Monitors redressal of queries/complaints received from shareholders relating to transfers, non-receipt of Annual report, dividend etc.
- Considering and resolving the grievances of all shareholders, debenture holders and other security holders of the Company.
- All other matters related to shares/debentures/ fixed deposits / any other securities issued and allotted by the Company from time to time.
- Resolving grievances of security holders;
- Review of measures taken for the effective exercise of voting rights;
- Review of adherence to service standards of the Company by Registrar and Transfer Agent;
- Review of measures taken for reducing the quantum of unclaimed dividend and timely receipt of dividend/reports/notices by shareholders;
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 Managing Director and three Independent Directors – Mr. Mahendra Singh Mehta, Chairman, Mr. Anil Singhvi, 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 appointment and removal of Directors and Senior Management;
- To formulate criteria for 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 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, 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, Group CEO & Whole-time Director, Mr. N.R. Acharyulu, Independent Director and Mr. U V Phani Kumar, CEO – E&C.
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 June 23, 2021 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 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