Corporate Governance Policy.
The provisions of the SEBI Listing Regulations and the Companies Act with respect to corporate governance will be applicable to us immediately upon the listing of our Equity Shares on the Stock Exchanges.
We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations, Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including constitution of our Board and Committees thereof. Our corporate governance framework is based on an effective independent Board, separation of the Board's supervisory role from the executive management team and committees of the Board as required under the applicable regulations.
Our Board is reconstituted in compliance with the provisions of the Companies Act and the SEBI Listing Regulations and our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing Regulations and the Companies Act. Our Board functions under the oversight of executive management team and committees of the Board as required under the applicable regulations.
As on date of this policy, our Board has five Directors, comprising one Managing Director, one Whole-Time Director, 1 Non-Executive Director and 2 Independent Directors. We have Women Director on our Board amongst these.
Committees of our Board
We have constituted the following committees of our Board of Directors to compliance with Corporate Governance requirements:
- Audit Committee
- Stakeholder's Relationship Committee
- Nomination and Remuneration Committee
1) Audit Committee
The Audit Committee of our Board was constituted by our Directors by a board resolution dated 05/08/2024 pursuant to section 177 of the Companies Act, 2013. The Audit Committee comprises of:
| Name of the Member | Nature of Directorship | Nature of Directorship |
|---|---|---|
| Vertika Khanna | Independent Director | Chairman |
| Minesh Patel | Independent Director | Member |
| Mayank Jain | Managing Director | Member |
The Company Secretary of our Company shall act as secretary to the Audit Committee.
Meeting of Audit Committee
The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum shall be either two members or one-third of the members of the committee, whichever is greater, but there shall be a minimum of two independent directors present.
2) Stakeholders Relationship Committee
The Stakeholders Relationship Committee of our Board was constituted by our Directors pursuant to section 178 (8) of the Companies Act, 2013 by a board resolution dated 05/08/2024. The Stakeholder and Investor Grievance Committee comprises of:
| Name of the Member | Nature of Directorship | Nature of Directorship |
|---|---|---|
| Vertika Khanna | Independent Director | Chairman |
| Minesh Patel | Independent Director | Member |
| Harshi Jain | Whole Time Director | Member |
The Committee shall meet at least once in a year.
The Company Secretary of our Company shall act as the Secretary to the Committee.
Quorum and Meetings
The quorum necessary for a meeting of the Stakeholders Relationship Committee shall be two members or one-third of the members, whichever is greater.
3) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of our Board was constituted by our Directors pursuant to section 178 of the Companies Act, 2013 by a board resolution dated 05/08/2024. The Nomination and Remuneration Committee currently comprises of:
| Name of the Member | Nature of Directorship | Nature of Directorship |
|---|---|---|
| Minesh Patel | Independent Director | Chairman |
| Bhavna Ghosh Bawri | Independent Director | Member |
| Vertika Khanna | Independent Director | Member |
Quorum and Meetings
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be three non-executive directors out of which two shall be the Independent Directors. The Chairman of the Committee shall be an independent Director. The Committee is required to meet at least once a year.
The Company Secretary of our Company shall act as the Secretary to the Committee.
