1. Audit Committee

Our Company has formed the Audit Committee vide Resolution of the Board of Director dated April 15, 2013 as per section 292A of Companies Act, 1956 and further reconstituted to comply corporate governance norms vide Resolution of the Board of Director dated January 15, 2014 and then was again reconstituted vide Resolution of the Board of Director dated December 27, 2017 as per section 177 of the Companies Act, 2013. The re-constituted Audit Committee comprises following members and the committee shall meet at least 4 times a year.

Name of the Director
Status in Committee
Nature of Directorship
Mr. Dharmesh Prafulchandra Mehta
Chairman
Non-Executive-Independent Director
Mr. Manaklal Tiwari
Member
Non Executive-Independent Director
Mr. Rajkumar Mangilal Borana
Member
Chairman & Managing Director
Mrs. Anita Pankaj Jain
Member
Non Executive-Independent Director

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to accounts. The scope and function of the Audit Committee and its terms of reference shall include the following:

A. Tenure:

The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee:

The committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two Independent members at each meeting.

C. Role and Powers:

The Role of Audit Committee together with its powers shall be as under:

1. Overseeing the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approving payment to statutory auditors for any other services rendered by the statutory auditors;

4. Approving initial or any subsequent modification of transactions of the company with related parties;

5. Scrutinizing inter-corporate loans and investments

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Monitoring the end use of funds raised through public offers and related matters

8. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to;

a. 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 134 of the Companies Act,2013;
b. changes, if any, in accounting policies and practices along with reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions; and
g. Qualifications in the audit report.

8. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

9. 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/ Information Memorandum/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;

10. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

11. 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;

12. Discussing with the internal auditors any significant findings and follow up there on;

13. 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;

14. Discussing with the 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;

15. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

16. Reviewing the functioning of the Whistle Blower mechanism, in case the same is existing;

17. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and

18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or contained in the equity listing agreements as and when amended from time to time

Further, the Audit Committee shall mandatorily review the following:

a) management discussion and analysis of financial condition and results of operations;
b) statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c) management letters / letters of internal control weaknesses issued by the statutory auditors;
d) internal audit reports relating to internal control weaknesses; and
e) the appointment, removal and terms of remuneration of the chief internal auditor.

 

2. Shareholder’s / Investors GrievanceCommittee/ Stakeholders Relationship Committee

Our Company has formed the Shareholders / Investors Grievance Committee vide Resolution of the Board of Director dated January 15, 2014. The committee has been reconstituted vide Resolution passed in the meeting of the Board of Director dated December 27, 2017. The reconstituted Shareholders / Investors Grievance Committee comprises following the Chairman and members:

 

Name of the Director
Status in Committee
Nature of Directorship
Mrs. Anita Pankaj Jain
Chairman
Non Executive-Independent Director
Mr. Manaklal Tiwari
Member
Non Executive-Independent Director
Mr. Amitkumar Anandbhai Dalmia
Member
Whole-time Director

 

The Company Secretary of our Company shall act as a Secretary to the Shareholders / Investors Grievance Committee. The scope and function of the Shareholders / Investors Grievance Committee and its terms of reference shall include the following:

A. Tenure:

The Shareholders / Investors Grievance Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Shareholders / Investors Grievance Committee as approved by the Board.

B. Meetings:

The Shareholders’/Investors’ Grievance Committee shall meet at least at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of Redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

C. Terms of Reference:

Redressal of shareholders’ and investors’ complaints, including and in respect of:

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; and

3. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances.

4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Probation of insider Trading) Regulations, 1992 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting,

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

 

3. Nomination and Remuneration/ Compensation Committee

Our Company has formed Nomination and Remuneration/ Compensation Committeevide Resolution of the Board of Director dated August 14, 2013 as per schedule XIII of Companies Act, 1956 and further reconstituted to comply corporate governance norms vide Resolution of the Board of Director dated January 15, 2014and again reconstituted the Nomination and Remuneration/ Compensation Committee vide Resolution of the Board of Directors dated December 27, 2017.The reconstituted Nomination and Remuneration/ Compensation Committee comprises following Chairman and the members.

 

Name of the Director
Status in Committee
Nature of Directorship
Mr. Girish Kumar Kalawatia
Chairman
Non Executive-Independent Director
Mr. Manaklal Tiwari
Member
Non Executive-Independent Director
Mr. Dharmesh Praful chandra Mehta Member Non Executive-Independent Director
Mrs. Anita Pankaj Jain
Member
Non Executive-Independent Director

 

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure:

The Nomination and Remuneration/ Compensation Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

B. Meetings:

The committee shall meet as and when the need arise for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. Meeting of the Nomination and Remuneration/ Compensation Committee shall be called by at least seven days’ notice in advance.

C. Terms of Reference:

1. Identify persons who are qualified to become directors and 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.

2. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the board a policy relating to the remuneration for directors, KMPs and other employees.

3. Determine our Company’s policy on specific remuneration package for the Managing Director / Executive Director including pension rights.

4. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

5. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

6. Decide the amount of Commission payable to the Whole time Directors.

7. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

8. To formulate and administer the Employee Stock Option Scheme.

 

4. Corporate Social Responsibility(CSR) Committee

Our Company has formed Corporate Social Responsibility (CSR)Committee vide Resolution of the Board of Director dated June28, 2018 as per the provisions of Section 135 of the Companies Act, 2013. The Corporate Social Responsibility (CSR) Committee comprises following Chairman and the members.

 

Name of the Director
Status in Committee
Nature of Directorship
Mr. Amitkumar Dalmia
Chairman
Non Executive-Independent Director
Mr. Ankur Borana
Member
Non Executive-Independent Director
Mr. Girish Kumar Kalawatia Member Non Executive-Independent Director

 

The Company Secretary of our Company shall act as a Secretary to the Corporate Social Responsibility (CSR) Committee. The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure:

The Corporate Social Responsibility (CSR)Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

B. Meetings:

The committee shall meet twice a year. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. Meeting of the Corporate Social Responsibility (CSR)Committee shall be called by at least seven days’ notice in advance.

C. Corporate Social Responsibility (CSR) Policy:

Preamble

M/s. R & B Denims Limited (“the company”) after recognizing the development opportunities in the society/community in which it is operating has decided to frame the CSR policy in order to change the lives of this society/community for their betterment and consequently contributing to the social, economic and environmental progress of India. The company also focuses on the contribution to the sustainable development of the society and environment, and to make our Planet a better place for future generations.

Background:

In conformity with the requirements laid down under The Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the “CSR Rules”) issued by the Ministry of Corporate Affairs (“MCA”), Government of India under Section 135 of the Companies Act, 2013 (“the Act”) the CSR Committee of the Board had drafted a CSR Policy, which was approved by the Board of Directors at their meeting held on June 28, 2018.

CSR Objective:

The objectives of CSR Policy of thecompany are listed below:

Focus & Strive towards the Economic development and sustainable development of the society/community in which the company is operating at large by all possible means.

CSR Committee Constitution

The board has constituted the CSR Committee Pursuant to the provisions of Section 135 of the Companies Act, 2013.

The CSR Committee consists of the following Directors:s

Mr. Amitkumar Dalmia

Mr. Ankur Borana

Mr. Girish Kumar Kalawatia

Undertaking CSR Activities

The company shallat leastspend2% of its average Net Profits onthe CSR activities as approved by the CSR Committee. The surplus arising out of the CSR activities, projects or programs shall be included in the CSR corpus and shall not form part of the business profit of the Company.

Responsibilities & Powers of the Committee

The responsibilities & powers of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken,

2. Recommend CSR activities as stated under Schedule VII of the Act;

3. Recommending the amount of expenditure for the CSR activities

4. Spend the allocated CSR amount on the CSR activities once it is approved by the Board of Directors of the Company in accordance with the Act and the CSR Rules

5. Submit the Reports to the Board in respect of the CSR activities undertaken by the Company

6. Create transparent monitoring mechanism for implementation of CSR initiatives in India;

7. Submit the report to the Board in respect of the CSR activities undertaken by the Company

8. Monitoring CSR activities from time to time.

Focus Area

In terms of the CSR rules issued by the MCA the Company will be focusing on undertaking the project /programs /activities listed below, as specified in Schedule VII to the Act excluding activities undertaken in pursuance of normal course of business of a Company:

1. Eradicating hunger, poverty and mal-nutrition, promoting preventive health care and sanitation including contribution to the “Swachh Bharat Kosh” set-up by the Central Government for promotion of sanitation and making available safe drinking water;

2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and differently abled and livelihood enhancement projects;

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

4. Ensuring environmental sustainability, ecological balance, and protection of flora and fauna, animal, welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the “Clean Ganga Fund” setup by the Central Government for rejuvenation of river Ganga;

5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional arts and handicrafts;

6. Measures for the benefit of armed forces veterans, war widows and their dependents;

7. Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

8. Contribution to Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Schedule Tribes, other backward classes, minorities and women;

9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

10. Rural development projects.

11. Slum area development.

 

Explanation — For the purposes of this item, the term ‘slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.”

The Company will/shall review the focus area from time to time and make additions/deletions/clarifications to the above focus areas.

Monitoring Process

The Committee shall monitor the CSR projects, programs,to ensure effective implementation as outlined in the CSR Policy and execution of the identified CSR Projects, from time to time and report the same to the Board of Directors on a periodical basis. The committee shall on completion of every Financial Year, submit to the Board, details of the CSR spent during the Financial Year and reasons for the actual spent being less than the limits prescribed by the law, if any.Simultaneously, it shall also obtain feedback from various beneficiaries of CSR Projects /Activities / programs undertaken by the Company to measure their benefits.

Reporting Framework:

The CSR committee will monitor progress on CSR projects and CSR spend and report to the Board at regular intervals.

The company will report CSR performance in its annual report as per the structure and format prescribed in the notified CSR Rules.

Amendments to the CSR Policy:

The Board of Directors of the Company shall have the powers to revise/modify/amend this Policy from time to time, as the Board may think fit, based on the recommendations to be made by the CSR Committee to confirm to the revision/amendment, if any, to be made to the CSR Rules by the MCA, under the Act.