- Board Committees
The Company has Six Board-level Committees-Audit Committee, Stakeholders Relationship Committee (Formerly known as Shareholders / Investors Grievance Committee), Nomination and Remuneration Committee (formerly known as Remuneration Committee), ESOP Compensation Committee and Authorisation Committee (Formerly known as Executive Committee) and Corporate Social Responsibility (CSR) Committee of the Board.
The Audit Committee comprises of four Directors - Mr. Sharad M Kulkarni - (Chairman), Mr. Anil Singhvi, Mr. Mahendra Singh Mehta and Mr. N.R. Acharyulu. 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 May 9, 2019 to bring in line with the requirements of SEBI (LODR) Amended Regulations 2018 with effect from April 1, 2019.
- 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 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 there on;
- 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;
- 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.
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 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 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 Four Directors, Mr. Ram P. Gandhi, Chairman and who is an Independent Director, Mr. Santosh Janakiram, Independent Director, Mr. Ajit Gulabchand, Chairman and Managing Director and Mr. Arjun Dhawan, Group CEO & Whole-time Director. Mr. Ajay Singh, 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 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 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 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;
ESOP Compensation Committee
The ESOP Compensation Committee comprises of three Directors, Mr. Anil Singhvi, Chairman and Independent Director and Mr. Arjun Dhawan, Whole Time Director and Mr. Santosh Janakiram, Independent Director.
The ESOP Compensation Committee deals with various matters relating to:
- The quantum of options to be granted under the Scheme per employee and in aggregate.
- The conditions under which Options vested in employees may lapse in case of termination of employment for misconduct.
- The exercise period within which the employee should exercise the Option and that Option would lapse on failure to exercise the option within the exercise period.
- The specified time period within which the employee shall exercise the Vested Options in the event of termination or resignation of an employee.
- The right of an employee to exercise all the Options vested in him at one time or at various points of time within the exercise period.
- The procedure for making a fair and reasonable adjustment to the number of Options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others.
- The grant, vest and exercise of Option in case of employees who are on long leave
- Fringe Benefit Tax on issue of Options or the Shares upon exercise of the Options.
Authorisation Committee (Formerly known as Executive Committee)
HCC has constituted an Authorisation Committee (Formerly known as Executive Committee) of the Board for the purpose of regularizing the routine operations of the Company and exercise all the powers delegated to it by the Board of Directors of the Company, from time to time, as may be felt expedient in the best interest of the Company.
The Committee comprises of the 3 members, Mr. Ajit Gulabchand, Mr. Arjun Dhawan and Mr. Amit Uplenchwar. Committee is chaired by the Chairman and Managing Director. Decisions pertaining to issuance of power of attorney, authorizing the officials of the Company to operate the Bank Accounts of the Company, approve transfer of Equity Shares (physical shares) and all other matters which are delegated by the Board are discussed and approved by the Authorisation Committee.
Corporate Social Responsibility (CSR) Committee :
In accordance with Section 135 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on May 2, 2014, have approved the constitution of the CSR Committee. CSR committee comprises of Four directors Mr. Ajit Gulabchand (Chairman), Mr. Mahendra Singh Mehta, Mr. Ram P. Gandhi and Mr. N R Acharyulu and defined the role of the Committee, which is as under:
- Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
- Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy;
- Monitor the CSR Policy of the Company and its implementation from time to time;
- Such other functions as the Board may deem fit from time to time.