Board Committees

Composition
The Audit committee of Jindal Stainless Hisar, Limited comprises of following three members:

Member Director Status
Mr. T. S. Bhattacharya Chairman, Independent Director
Mr. Kanwaljit Singh Thind Member, Independent Director
Ms. Ishani Chattopadhyay Member, Independent Director
Mr. Ashok Kumar Gupta Member, Whole-time Director

Secretary:
Company Secretary shall act as the Secretary of the Committee.


Meetings:
The Committee shall meet at least four times a year. The time gap between any two meetings shall be less than 120 days.


Key Functions:
The role of the audit committee shall include the following:

  • oversight of the listed entity'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 68 appointment of auditors of the listed entity;
  • 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:
  1. 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;
  2. changes, if any, in accounting policies and practices and reasons for the same;
  3. major accounting entries involving estimates based on the exercise of judgment by management;
  4. significant adjustments made in the financial statements arising out of audit findings;
  5. compliance with listing and other legal requirements relating to financial statements;
  6. disclosure of any related party transactions;
  7. modified opinion(s) 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
  • reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
  • approval or any subsequent modification of transactions of the listed entity with related parties;
  • scrutiny of inter-corporate loans and investments;
  • valuation of undertakings or assets of the listed entity, 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 69 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 chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
  • Carrying out any other function as is mentioned in the terms of reference of the audit committee.


Review of Information:
The audit committee shall mandatorily review 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 shall be subject to review by the audit committee.
  • statement of deviations:
  1. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
  2. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Miscellaneous:
The Committee may invite other Directors / Officers of the Company to attend the meetings of the Committee as 'Invitees' from time to time, as and when required. Minutes of the Audit Committee are placed before the Board in its subsequent meeting.


Nomination and Remuneration Committee

Composition:
The Nomination and Remuneration Committee of Jindal Stainless (Hisar) Limited comprises of following three members:

Member Director Status
Mr. Kanwaljit Singh Thind Chairman, Independent Director
Mr. T. S. Bhattacharya Member, Independent Director
Mr. Abhyuday Jindal Member, Non-Executive Director

Key Functions:

Role of committee shall, inter-alia, include the following:

  • 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;
  • formulation of criteria for evaluation of performance of independent directors and the board of directors;
  • devising a policy on diversity of board of directors;
  • identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;
  • whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.


Stakeholders Relationship Committee

Composition:
The Stakeholders Relationship Committee of Jindal Stainless (Hisar) Limited comprises of following three members:

Member Director Status
Mr. T. S. Bhattacharya Chairman, Independent Director
Mr. Abhyuday Jindal Member, Non Executive Director
Mr. Ashok Kumar Gupta Member, Whole-time Director

Key Functions:
The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.


Corporate Social Responsibility Committee

Composition:
The Corporate Social Responsibility Committee of Jindal Stainless (Hisar) Limited comprises of following three members:

Member Director Status
Mr. Abhyuday Jindal Chairman, Non Executive Director
Mr. Ashok Kumar Gupta Member, Whole-time Director
Mr. Kanwaljit Singh Thind Member, Independent Director

Key Functions:
The Corporate Social Responsibility Committee shall:

  • 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;
  • recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
  • monitor the Corporate Social Responsibility Policy of the company from time to time.


Share Transfer Committee

The Board of Directors has in their meeting held on November 02, 2015, delegated the power of approving transfer of securities and other related formalities to the share transfer committee:

Member Director Status
Mr. Ashok Kumar Gupta Whole-time Director
Mr. Bhartendu Harit Company Secretary
Representatives of Registrar & Transfer Agent -

Key Functions:
The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.