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ANNUAL REPORT 2018 - 2019

17. To look into the reasons for substantial defaults, if any in the payment to the depositors, debenture
holders,shareholders(incaseofnon-paymentofdeclareddividends)andcreditors;

18. Toreviewthefunctioningofthewhistleblowermechanism;
19. Approval of the appointment of chief financial officer after assessing the qualifications, experience
andbackground,etc.ofthecandidate;

20. Carryingoutanyotherfunctionasismentionedinthetermsofreferenceoftheauditcommittee.
21 ReviewofinformationasmandatedbytheSEBIListingRegulations.
b) CompositionofAuditCommittee :
The composition of the Audit Committee is in accordance with Regulations 18 of the SEBI Listing
Regulations with an Independent Director as the Chairman and 3 out of 4 other members being
Independent Directors.All the members of the Committee possess financial knowledge and have requisite
financial management expertise.The members have vast knowledge and experience in the field of finance,
taxation and accounts.The Audit Committee comprises of Five Members viz. Mr. B. M. Jindel, Mr. Hemant
KumarRuia,Mr.ASNagar,Dr.MKSinhaandDr.PHVaidya.ExceptMr.HemantKumarRuiaallothermembers
oftheAuditCommitteeareNon-executiveandIndependentDirectors.Mr.BMJindelistheChairmanofthe
Audit Committee. Mr. Ajay Puranik, President (Legal) & Company Secretary acts as the Secretary to the
Committee. Chief Financial Officer, Mr. Pramod Sharma and Statutory Auditors of the Company attend
meetingsbyinvitation.

Attendance:
Five Audit Committee meetings were held during the Financial Year;1st April 2018 to 31st March,2019 on
following dates i.e. on 30th May, 2018; 13th August, 2018; 13th November, 2018; 11th February, 2019 and
25thMarch,2019.TherequisitequorumwaspresentatalltheMeetings.

Name of the Director Designation Category No.of Meetings
Attended

Mr.B.M.Jindel Chairman Non Executive & Independent 5
Mr.Hemant Kumar Ruia Member Chairman & Managing Director 5
Mr.A.S. Nagar Member Non Executive & Independent 3
Dr.M.K.Sinha Member Non Executive & Independent 5

Dr.P H Vaidya Member Non Executive & Independent 4

The Chairman of the Audit Committee, Mr. B M Jindel was present at the 43rd Annual General Meeting of
the Company held on 27th September, 2018 at Guwahati, Assam.
3. Nomination and Remuneration Committee (NRC) :
The Nomination and Remuneration Committee discharges the functions as envisaged under the
provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Composition of the
Committee is given in this report.

a) Terms of Reference :
The terms of reference include :
(1) formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the board of directors a policy relating to the remuneration of
the directors, key managerial personnel and other employees;
(2) formulation of criteria for evaluation of performance of independent directors and the board of
directors;

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CORPORATE GOVERNANCE