Committees
Audit Committee
Constitution of Audit Committee

The Audit Committee comprises of the following Directors as members:

  • Mr. N.C. Sarabeswaran
    Chairman
  • Mr. R S S L N Bhaskarudu
    Member
  • Mr. S. Rajagopal
    Member
  • Mrs. Vissa Siva Kameswari
    Member
  • Mr. T. Venkat Ramana ,Company Secretary and Compliance Officer, acts as Secretary to the Audit Committee.
The terms of reference of the Audit Committee are as under:
  • Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
  • Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
  • 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; and
    • 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 funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
  • 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;
  • 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 in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
  • To review the functioning of the Whistle Blower mechanism;
  • 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.
Nomination and Remuneration Committee
Constitution of Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors as members:

  • Mr. R S S L N Bhaskarudu
    Chairman
  • Mr. N.C. Sarabeswaran
    Member
  • Mr. B.V.N. Rao
    Member

The composition of the committee meets the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Management Committee

The terms of reference of the Nomination and Remuneration Committee are as under:
  • Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance;
  • Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;
  • Formulation of criteria for evaluation of Independent Directors and the Board;
  • Devising a policy on Board diversity;
  • Ensuring that the Board comprises of a balanced combination of Executive Directors and Non-Executive Directors;
  • All information about the Directors / Managing Directors / Whole time Directors/Key Managerial Personnel i.e., background details, past remuneration, recognition or awards, job profile shall be considered and disclosed to shareholders, where required;
  • The Committee shall take into consideration and ensure the compliance of provisions under Schedule V of the Companies Act, 2013 for appointing and fixing remuneration of Managing Directors / Whole time Directors;
  • While approving the remuneration, the Committee shall take into account financial position of the Company, trend in the industry, qualification, experience and past performance of the appointee;
  • The Committee shall be in a position to bring about objectivity in determining the remuneration package while striking the balance between the interest of the Company and the shareholders.
Stakeholders Relationship Committee
Constitution of Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of the following Directors as members:

  • Mr. R.S.S.L.N. Bhaskarudu
    Chairman
  • Mr. G. B. S. Raju
    Member
  • Mr. B. V. N. Rao
    Member

The composition of the committee meets the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Stakeholders Relationship Committee.

The terms of reference of the Stakeholders Relationship Committee are as under:
  • Allotment of all types of securities to be issued by the Company;
  • Transfer, transposition and transmission of securities;
  • Issuance of duplicate shares or other securities;
  • Dealing with complaints about non-receipt of declared dividend, non-receipt of Annual Reports, etc.;
  • Investigate into security holders/ other investor’s complaints and take necessary steps for redressal thereof;
  • To perform all functions relating to the interests of shareholders / security holders/ investors of the Company as may be required by the provisions of the Companies Act, 2013, Listing Agreements with the Stock Exchanges and guidelines issued by the SEBI or any other regulatory authority;
  • Authorise Company Secretary or other persons to take necessary action on the above matters;
  • Appointment and fixation of remuneration of the Registrar and Share transfer Agent and Depositories and to review their performance.
Management Committee
Debentures Allotment Committee
Corporate Social Responsibility (CSR) Committee