Commitee

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;
  • 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;
    • 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.

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. B.V.N. Rao - Member
  • Mr. N.C. Sarabeswaran - Member
  • Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Management Committee
The composition of the committee meets the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

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.

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
  • Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Stakeholders Relationship Committee.
The composition of the committee meets the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges. .

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.

Constitution of Management Committee:

The Management Committee comprises of the following Directors as members:
  • Mr. G.M. Rao - Chairman
  • Mr. G. B. S. Raju - Member
  • Mr. Srinivas Bommidala - Member
  • Mr. B.V. N.Rao - Member
  • Mr. Grandhi Kiran Kumar - Member
  • Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Management Committee.

The terms of reference of the Management Committee are as under:

  • Decision-making relating to operational matters such as investments in new projects, financial matters, borrowings, capital expenditure, purchases and contracts – non-capital (including services), sales and marketing, long-term contracts, stores, HR related matters, establishment and administration, writing-off of assets, etc.
  • Decision-making relating to private placements/QIP/IPO matters like quantum of issue, issue price, appointment of lead managers and other intermediaries, registrars to the issue, bankers to the issue, listing of shares, execution of all the documents pertaining to IPO, etc.
The Board of Directors from time to time delegates specific powers to the Management Committee.

Constitution of Debentures Allotment Committee:

The Debentures Allotment Committee comprises of the following Directors as members:
  • Mr. B.V. N.Rao - Member
  • Mr. Srinivas Bommidala - Member
  • Mr. G. B. S. Raju - Member
  • Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Debentures Allotment Committee.

The terms of reference of the Debentures Allotment Committee are as under:

  • Issuance and allotment of debentures on such terms and conditions as may be prescribed from time to time in this regard.
  • The Board of Directors from time to time delegates specific powers to the Debentures Allotment Committee.

Constitution of Corporate Social Responsibility (CSR) Committee:

The Corporate Social Responsibility (CSR) Committee comprises of the following Directors as members:
  • Mr. R.S.S.L.N. Bhaskarudu - Chairman
  • Mr. B.V.N. Rao - Member
  • Mr. G.B.S. Raju - Member
  • Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to The Corporate Social Responsibility (CSR) Committee.

The terms of reference of Corporate Social Responsibility Committee are as follows:

  • Preparation of Corporate Social Responsibility Policy for the Company and to recommend the Board for its approval;
  • Recommendation of projects or programmes relating to activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
  • To recommend on CSR activities to be undertaken by the Company on its own or in collaboration with any registered trust / society or a company established under Section 25 of the Companies Act, 1956 or under Section 8 of the Companies Act, 2013;
  • To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company or trust/society /company mentioned in point no.3;
  • To report periodically on the CSR activities of the Company to the Board and in the Board’s report;
  • To seek expert advice on CSR activities of the Company that may be appropriate to discharge its responsibilities; and
  • To take up any other roles and responsibilities delegated by the Board from time to time.