Corporate Governance

Towards implementation and continuation of sound code of corporate governance practices, five committees are operating within Vakrangee for specific purposes. As of March 31st, 2013 your Company had five Board Committees. These are:
 
1.   Audit Committee

The audit committee of our Company (the “Audit Committee”) comprises of three members, of which two-third are Independent Directors. The chairman of the Audit Committee is an Independent Director. All the members of the Audit Committee are financially literate and at least one member has accounting or related financial management expertise. The Audit Committee was last re-constituted on September 30, 2013, under the chairmanship of Mr. B. L. Meena and Mr. Ramesh Joshi and Mr. Dinesh Nandwana being its other members.

The terms of reference of the Audit Committee are as follows:

  • Internal audit control systems
  • Scope of audit
  • Review of financial statements
  • Compliance with internal audit control systems
  • All such other functions as required to be performed under the requirements of corporate governance, Companies Act, 1956 and the Equity Listing Agreements.

 
 
2.    Stakeholder Relationship Committee

As per the requirement of Clause 49 of the Listing Agreement the Company had, inter alia, for redressing shareholder and investor complaints, constituted a shareholders’ investors’ grievance committee. The said committee was reconstituted on September 30, 2013 and subsequently, in compliance with the requirements of Section 178 of the Companies Act, 2013, it was renamed the Stakeholder Relationship Committee (the “Stakeholder Relationship Committee”) on May 22, 2014. The committee currently comprises of Mr. Ramesh Joshi as its chairman, and Mr. B. L. Meena and Dr. Hayatnagarkar being its other members.

i)    Redressal of shareholders’/investors’ complaints, namely:

  • Transfer of shares
  • Non-receipt of balance sheets
  • Non-receipt of declared dividends
  • Other related matters

ii)    All such functions required under the requirements of Companies Act, 2013, corporate governance and the Equity Listing Agreements.

 
 
3.    Nomination and Remuneration and Compensation Committee

As per the requirements of Clause 49 of the Listing Agreement, the Company had constituted a remuneration and compensation committee. The said committee was reconstituted on March 25, 2014 and subsequently, in compliance with the requirements of Section 178 of the Companies Act, 2013, it was renamed the Nomination and Remuneration and Compensation Committee on May 22, 2014 (the “Nomination and Remuneration and Compensation Committee”). It is currently chaired by Mr. B. L. Meena, along with Mr. Sunil Agarwal & Mr. Ramesh Joshi as its other members.

The terms of reference of the Nomination and Remuneration and Compensation Committee are as follows:

  • Identifying and nominating persons who are qualified to become director and who may be appointed in senior management in accordance with the Company’s policy, recommending to the Board, appointment and removal of Directors and carrying out evaluation of every Director’s performance
  • Formulating the criteria for determining qualifications, positive attributes and independence of Directors and recommend to the Board a policy, relating to the remuneration for the director, key managerial personnel and other employees
  • Performing all stock option related work including fixation of ESOP entitlements for all the employees of the Company and its subsidiaries under the prevailing ESOP scheme of the Company and to perform all other stock option related acts, deeds and things with respect to the ESOP scheme
  • All such other acts, deeds and things as are required to be performed by the said committee from time to time as per the provisions of Companies Act, 2013 and rules specified thereunder.

 
 
4.    Corporate Social Responsibility Committee

As per the requirements of Clause 49 of the Listing Agreement and Section 135 of the Companies Act, 2013, the Company has, for formulating and recommending to the Board, a corporate social responsibility policy and monitoring the same, constituted a Corporate Social Responsibility Committee vide a Board resolution dated April 1, 2014 (the “CSR Committee”). The committee currently comprises of Mr. Dinesh Nandwana as its chairman with Mr. Ramesh Joshi and Mr. Sunil Agarwal as its other members.

The terms of reference of the CSR Committee are as follows:

  • To formulate and recommend to the Board, a corporate social responsibility policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013
  • To review and recommend the amount of expenditure to be incurred on the corporate social responsibility activities to be undertaken by the Company and to monitor the corporate social responsibility policy of the Company from time to time
  • Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

 
 
5.   Corporate Governance Committee
The Company has constituted a Corporate Governance Committee under the chairmanship of Shri Ramesh Joshi, with Shri Dinesh Nandwana and Dr. Hayatnagarkar being the other Members.
 
 
6.   Resource Committee
The Company has constituted a Resource Committee under the chairmanship of Shri Dinesh Nandwana, with Dr. Hayatnagarkar and Shri Ramesh Joshi being the other Members.