OUR MANAGEMENT
Companies Act and our Articles of Association, require that our Board shall comprise of
not less than 3 and not more than 15 Directors. However, our Shareholders may
appoint more than 15 Directors after passing a special resolution in a general meeting. As
on the date of filing of this Red Herring Prospectus, our Board comprises 6 Directors, of
whom 2 are Executive Directors, 1 Non-Executive Director and 3 are Independent Directors
including 1 Independent women director. Our Company is in compliance with the laws
prescribed under the SEBI Listing Regulations and the Companies Act in relation to the
composition of our Board and constitution of committees thereof.
The following table sets forth details regarding our Board as on the date of filing of
this Red Herring Prospectus:
Sr. No. |
Name, designation, term, period of directorship, address,
occupation, date of birth and DIN |
Age |
Other Directorship |
1. |
Dr. Vikash Agarwal |
47 years |
Indian Companies |
|
Designation: Chairman and Managing Director |
|
Nil |
|
Current Term: From February 14, 2024 for a period of 5 years |
|
Foreign Companies |
|
Period of Directorship: Chairman and Managing |
|
1. Crizac Ltd |
|
Director since February 14, 2024 |
|
2. ACG Technologies Ltd. |
|
Address: Urbana Appt No 1604, 16th Floor, Tower No |
|
3. UCOL FZE |
|
1, 783 Anandpur, E.K.T, Kolkata, West Bengal, 700107 |
|
|
|
Occupation: Business |
|
|
|
Date of Birth: December 28, 1977 |
|
|
|
DIN: 03346531 |
|
|
2. |
Manish Agarwal |
44 years |
Indian Companies |
|
Designation: Whole Time Director and Chief Financial Officer |
|
1. Crizac Technologies Private Limited |
|
Current Term: From February 15, 2024 for a period of 5 years |
|
2. Crizac Informatics Private Limited |
|
Period of Directorship: Director since January 3, 2011 |
|
3. UCOL Services Private Limited |
|
Address: Flat No 1704, Tower - 1, Urbana Complex, 783 |
|
|
|
Anandapur, E.K.T. Kolkata 700107 |
|
Foreign Companies |
|
Occupation: Business |
|
1. UCOL FZE |
|
Date of Birth: August 23, 1980 |
|
|
|
DIN: 03043680 |
|
|
3. |
Pinky Agarwal |
42 years |
Indian Companies |
|
Designation: Non- Executive Director |
|
UCOL Services Private Limited |
|
Current Term: From February 14, 2024, liable to retire by
rotation |
|
Foreign Companies |
|
|
|
Nil |
|
Period of Directorship: Director since January 3, 2011 |
|
|
Sr. |
Name, designation, term, period of directorship, |
Age |
Other Directorship |
No. |
address, occupation, date of birth and DIN Address: Urbana Appt
No 1604, 16th Floor, Tower No 1, 783 Anandpur, E.K.T, Kolkata, West Bengal, 700107 |
|
|
|
Occupation: Business |
|
|
|
Date of Birth: July 25, 1982 |
|
|
|
DIN: 03043682 |
|
|
4. |
Rakesh Kumar Agrawal |
46 years |
Indian Companies |
|
Designation: Independent Director |
|
1. Impact Infra Solutions Private Limited |
|
Current Term: From February 14, 2024 for a period of 5 years |
|
2. Aash Trading Company Private Limited |
|
Period of Directorship: Independent Director since February 14,
2024 |
|
Foreign Companies |
|
Address: House No. 60, Ground Floor, Pocket A-1, Sector 8
Rohini, Sector 8, North West Delhi, 110085 |
|
1. Crizac Ltd |
|
Occupation: Business |
|
2. UCOL FZE |
|
Date of Birth: July 29, 1978. |
|
|
|
DIN: 02312091 |
|
|
5. |
Anuj Saraswat |
38 years |
Indian Companies |
|
Designation: Independent Director |
|
1. Nek Karam Charitable Foundation |
|
Current Term: From February 14, 2024 for a period of |
|
|
|
3 years |
|
2. SSMD Agrotech India Limited |
|
Period of Directorship: Independent Director since |
|
|
|
February 14, 2024 |
|
Foreign Companies |
|
Address: 17/1, Rampuria Bhawan, Flat-3, Mukhram Kanoria Road,
Howrah Railway Station, West Bengal 711101 |
|
Nil |
|
Occupation: Professional |
|
|
|
Date of Birth: July 21, 1986 |
|
|
|
DIN: 08697386 |
|
|
6. |
Payal Bafna |
35 |
Indian Companies |
|
|
years |
|
|
Designation: Independent Director |
|
1. Vijay Textiles Limited |
|
Current Term: From March 21, 2024 for a period of 3 years |
|
2. Purv Flexipack Limited |
|
Period of Directorship: Independent Director since |
|
3. Godavari Commodities Limited |
|
March 21, 2024 |
|
|
|
|
|
4. Premier Auto Finance Ltd. |
|
Address: 50 Joy Narayan Santra Lane, Haora (M.Corp), Howrah,
West Bengal 711101. |
|
Foreign Companies |
Occupation: Professional |
Nil |
|
|
Date of Birth: October 28, 1989 |
|
|
|
DIN: 09075302 |
|
|
|
Brief Profile of our Directors
Dr. Vikash Agarwal aged 47 years is the Chairman and Managing Director and Promoter
of our Company. He holds a degree of Bachelor of Technology (Textile Technology) from
Maharshi Dayanand University Rohtak and a Doctor of Philosophy from Heriot-Watt
University. He was a director of Gateway Abroad Ltd. in 2005. He is also a director of
Crizac Ltd. He has a total 20 years of experience in education consultancy industry.
Manish Agarwal aged 44 years is the Whole Time Director and Chief Financial Officer
and Promoter of our Company. He holds a certificate of membership from Institute of
Chartered Accountants of India. He has been associated with our Company since 2011 and has
a total 14 years of experience in education consultancy industry.
Pinky Agarwal aged 42 years is a Non-Executive Director and Promoter of our
Company. She has passed Bachelor of Commerce (Honours) from Sambalpur University. She is
currently a director on the board of UCOL Services Private Limited (formerly known as
Web Stylio Private Limited and UCOL Education Services Private Limited) and has been
associated with our Company since 2011. She has a total 14 years of experience in
education consultancy sector.
Rakesh Kumar Agrawal aged 46 years an Independent Director of our Company. He is a
member of the Institute of Chartered Accountants in India. He has a sole proprietorship
i.e., R Agrawal and Associates since July 1, 2013 and has over 11 years of experience in
financial services.
Anuj Saraswat aged 38 years an Independent Director of our Company. He holds a
degree of Bachelor of Commerce from Calcutta University and a Master of Commerce in
Business Policy and Corporate Governance from Indira Gandhi National Open University. He
also holds a Diploma for Bachelor of Law from Fakir Mohan University. He was admitted as
an Associate Member of the ICSI on July 10, 2024 and as a Fellow of the ICSI on October
15, 2019. He is a proprietor of A Saraswat & Associates, a Practicing Company
Secretary firm which has been in operation since March 2015. He has been elected as Vice
Chairman of Eastern India Regional Council of ICSI and was previously elected as Chairman
of Managing Committee of ICSI, Hooghly Chapter. He has over 10 years of experience in
secretarial services.
Payal Bafna aged 35 years is an Independent Directors of our Company. She holds a
degree in Bachelor of Commerce with Honours from University of Calcutta. She has passed
her Bachelor of Law from Fakir Mohan University, Balasor and is an Associate of Institute
of Company Secretaries of India. She has over 8 years of experience in secretarial service
and has her own CS Firm, P B & Associates.
Advisory Board
Our Company has constituted an advisory board comprising Maximus Armani, Christopher
Mark Bustin, Maire Caitlin Gallen, and David John Caine. Maximus Armani is associated with
the international finance industry. Christopher Mark Bustin, Maire Caitlin Gallen, and
David John Caine have been associated with global education industry. Each member of our
Advisory Board will help us in being prepared to take advantage of opportunities in our
business and react swiftly to any changes in our key geographies. As on the date of this
Red Herring Prospectus, the members of our Advisory Board are engaged with us on an
honorary basis and are not entitled to any remuneration or honorarium.
Confirmations
None of our Directors were or are directors of listed companies during the preceding 5
years of this Red Herring Prospectus whose shares have been or were suspended from being
traded on any stock exchange during his / her tenure as a director of such listed company.
None of our Directors were or are directors in listed companies which were delisted
from the stock exchanges during his / her tenure.
Except as disclosed in this Red Herring Prospectus, none of our Directors are
interested as a member in any firm or company which has any interest in our Company.
Except as disclosed in Restated Financial Information Note 47 Related Party
Disclosures pursuant to Indian Accounting Standard 24' on page 308 and Proforma
Consolidated Financial Information - Note 43 - Related Party Disclosures pursuant to
Indian Accounting Standard - 24' on page 349 our Directors do not have a conflict of
interest with the suppliers of raw materials and third party service providers (crucial
for operations of the Company) or with lessors of our immovable property (crucial for
operations of the Company).
Except as stated below, none of our Directors are related to each other:
1. Dr. Vikash Agarwal, our Chairman and Managing Director, and Manish Agarwal, our
Whole Time Director and Chief Financial Officer are brothers;
2. Pinky Agarwal, our Non Executive Director, is wife of Dr. Vikash Agarwal, our
Chairman and Managing Director
Further, except for the relationship set out above, our Directors are not related to
any of the Key Managerial Personnel and Senior Management of our Company.
No consideration, either in cash or shares or in any other form have been paid or
agreed to be paid to any of our Directors or to the firms, or companies in which they have
an interest in, by any person, either to induce any of our Directors to become or to help
any of them qualify as a director, or otherwise for services rendered by them or by the
firm, trust or company in which they are interested, in connection with the promotion or
formation of our Company.
Further:
None of our Directors has been identified as a Wilful Defaulter or Fraudulent Borrower
as defined under the SEBI ICDR Regulations; and
None of our Directors has been declared a fugitive economic offender in accordance with
the Fugitive Economic Offenders Act, 2018.
Arrangement or understanding with major shareholders, customers, suppliers or others
None of our Directors were selected / appointed as Directors of our Company pursuant to
any arrangement or understanding with major shareholders, customers, suppliers or others.
Service contracts with Directors
None of our Directors have entered into service contracts with our Company which
provide benefits upon termination of employment.
Borrowing Powers of our Board
In accordance with the Articles of Association of our Company, and Section 180(1)(c) of
the Companies Act, 2013, our Shareholders have pursuant to a special resolution dated
February 14, 2024, authorised our Board to borrow any sum or sums of money for the purpose
of business of the Company, notwithstanding that the monies to be borrowed together with
the money already borrowed by the Company must not exceed 3,000.00 million over and above
the aggregate paid-up share capital, free reserves and securities premium of our Company.
Terms of Appointment of the Executive Directors of our Company
Chairman and Managing Director
Dr. Vikash Agarwal was appointed as the Chairman and Managing Director of our Company
with effect from February 14, 2024 until February 13, 2029 pursuant to the shareholders
resolution dated February 14, 2024. He is entitled to the following remuneration and
perquisites with effect from February 14, 2024:
Date of appointment |
February 14, 2024 |
Term of appointment |
5 years |
Remuneration |
1.00 million per month* |
Other Terms and Conditions / Perquisites and allowances of expenses |
Rent free accommodation# or house rent allowance, medical
and leave travel reimbursement, provision of car and other benefits as per applicable laws
and Company's rules. |
* Pursuant to the resolution passed by the shareholders of our Company dated February
14, 2024, the basic salary will increase by 10% every year subject to Schedule V of the
Companies Act, 2013.
#
As a part of terms of appointment, our Company provides rent free accommodation
to Dr. Vikash Agarwal at flat no. 3901, Tower 3, 783, Anandapur, East Kolkata Township,
Kolkata, West Bengal 700 107 which our Company has taken on lease.
Whole Time Director and Chief Financial Officer
Manish Agarwal was appointed as the Whole Time Director and Chief Financial Officer of
our Company with effect from February 15, 2024 until February 14, 2029 pursuant to the
shareholders resolution dated February 14, 2024. He is entitled to the following
remuneration and perquisites with effect from February 15, 2024:
Date of appointment |
February 15, 2024 |
Term of appointment |
5 years |
Remuneration |
1.00 million per month* |
Other Terms and Conditions / Perquisites and allowances of expenses |
Medical and leave travel reimbursement, provision of car and other
benefits as per applicable laws and Company's rules. |
* Pursuant to the resolution passed by the shareholders of our Company dated February
14, 2024, the basic salary will increase by 10% every year subject to Schedule V of the
Companies Act, 2013.
Terms of appointment of our Non-Executive Directors and Independent Directors
Pursuant to a resolution passed by our Board at its meeting held on February 14, 2024,
our Non-Executive Director i.e., Pinky Agarwal and each of our Independent Directors is
entitled to receive sitting fees of 25,000 for attending meetings of our Board and, or
Committees of our Board. Our Independent Directors are also entitled to travelling and
accommodation expenses, based on actuals.
Neither our Company nor our Subsidiary has paid any compensation or granted any benefit
on an individual basis to any of our Directors (including contingent or deferred
compensation) other than the remuneration paid to them for Fiscal 2024.
Payment or benefits to Directors
The details of payments and benefits made to our Directors by our Company, in Fiscal
2025 are as follows:
Executive Directors
(in million)
Sr. No. |
Name of the Executive Director |
Amount |
1. |
Dr. Vikash Agarwal |
19.50* |
2. |
Manish Agarwal |
19.50* |
*
Includes 7.5 million paid on May 27, 2024 as performance based bonus
Non-Executive Directors and Independent Directors
(in million)
Sr. No. |
Name of Non-Executive and |
Designation |
Amount |
|
Independent Director |
|
|
1. |
Pinky Agarwal |
Non-Executive Director |
0.23 |
2. |
Rakesh Kumar Agrawal |
Independent Director |
0.35 |
3. |
Anuj Saraswat |
Independent Director |
0.35 |
4. |
Payal Bafna |
Independent Director |
0.20 |
Remuneration paid by our Subsidiaries
None of our Directors have received any remuneration from the Subsidiaries of our
Company.
Bonus or Profit-Sharing Plans
None of our Directors are party to any bonus or profit-sharing plan of our Company
other than performance based discretionary incentives given to Dr. Vikash Agarwal and
Manish Agarwal.
Contingent or Deferred Compensation to our Directors
There is no contingent or deferred compensation payable to our Directors which does not
form part of their remuneration.
Shareholding of Directors in our Company
The Articles of Association of our Company do not require our Directors to hold any
qualification shares.
The shareholding of our Directors in our Company as of the date of this Red Herring
Prospectus is set forth below:
Sr. No. Name of Director |
Number of Equity Shares |
Percentage shareholding (%) |
1. Pinky Agarwal |
82,118,336 |
46.93 |
2. Manish Agarwal |
53,482,885 |
30.56 |
3. Dr. Vikash Agarwal |
5,223,484 |
2.99 |
Total |
140,824,705 |
80.48 |
Interest of our Directors
All our Executive Directors may be deemed to be interested to the extent of
remuneration and reimbursement of expenses, if any, payable to each of them, by our
Company. Our Non-Executive Director or Independent Directors may be deemed to be
interested to the extent the sitting fees and commission, if any, payable to them for
attending meetings of our Board and / or committees thereof as approved by our Board and,
or, Shareholders, and the reimbursement of expenses payable to them, as approved by our
Board.
Further, except as disclosed under Shareholding of Directors in our Company'
above, none of our Directors hold any Equity Shares or any other form of securities in our
Company. Further, our Directors may also be deemed to be interested to the extent of any
dividend payable to them and other distributions in respect of the Equity Shares held by
them in the Company.
Our Directors may be deemed to be interested to the extent of certain related party
transactions that were undertaken with them by our Company. Our Directors may also be
deemed to be interested in the contracts, agreements/arrangements entered into or to be
entered into by our Company in the normal course of business with any company in which
they hold directorships or any partnership firm in which they are partners. For further
details, see Restated Financial Information' and' Proforma Consolidated
Financial Information' on pages 251 and 324 respectively.
Interest of our Directors in the promotion/formation of our Company
Except for Dr. Vikash Agarwal, our Chairman and Managing Director, Pinky Agarwal, our
Non-Executive Director, and Manish Agarwal, our Whole Time Director and Chief Financial
Officer, none of our Directors were involved in the promotion and formation of our
Company.
Interest of our Directors in property
None of our Directors are interested in any property acquired or proposed to be
acquired of our Company.
Other interest
No sum has been paid or agreed to be paid to our Directors or to any firms or companies
in which they may be partners or members respectively, in cash or shares or otherwise by
any person either to induce him / her to become, or to qualify him/ her as, a Director, or
otherwise for services rendered by him/ her or by such firm or company, in connection with
the promotion or formation of our Company.
None of our Directors have not been associated with any company that has been
struck-off by the registrar of companies or the Ministry of Corporate Affairs.
Changes in our Board in the last 3 years
Except for the following, there has been no change in the Board of Directors of the
Company, in the last 3 years.
Sr. No. Name |
Date of Appointment/ Change in Designation/Cessation |
Reasons |
1. Payal Bafna |
March 21, 2024 |
Appointment as Independent Director |
2. Khusboo Sethia |
March 14, 2024 |
Resignation due to personal reasons |
3. Manish Agarwal |
February 15, 2024 |
Appointed as Whole Time Director and |
|
|
Chief Financial Officer |
4. Manish Agarwal |
February 14, 2024 |
Resignation for subsequent appointment |
|
|
as Whole Time Director |
5. Dr. Vikash Agarwal |
February 14, 2024 |
Appointed as Chairman and Managing |
|
|
Director |
6. Pinky Agarwal |
February 14, 2024 |
Appointed as Non-Executive Director |
7. Rakesh Kumar Agrawal |
February 14, 2024 |
Appointment as Independent Director |
8. Khusboo Sethia |
February 14, 2024 |
Appointment as Independent Director |
9. Anuj Saraswat |
February 14, 2024 |
Appointment as Independent Director |
10. Shakuntala Devi |
February 14, 2024 |
Resignation due to personal reasons |
Corporate Governance
The corporate governance provisions of the SEBI Listing Regulations will be applicable
to us immediately upon the listing of the Equity Shares on the Stock Exchanges. We are in
compliance with the requirements of the applicable regulations, including the SEBI Listing
Regulations and the Companies Act, 2013 in respect of corporate governance pertaining to
the constitution of our Board and committees thereof and formulation of policies.
Our Board has been constituted in compliance with the Companies Act and the SEBI
Listing Regulations. Our Board functions either as a full board or through various
committees constituted to oversee specific operational areas.
As on the date of this Red Herring Prospectus, our Board comprises 6 of whom 2 are
Executive Directors, 1 Non-Executive Director, 3 are Independent Directors, including 1
independent women director.
Committees of our Board
Our Board has constituted the following committees of the Board in terms of the SEBI
Listing Regulations and the Companies Act:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee;
4. Corporate Social Responsibility Committee;
5. Risk Management Committee; and
6. IPO Committee.
In addition to the above, our Board may, from time to time, constitute committees to
delegate certain powers for various functions, in accordance with applicable laws.
Audit Committee
The Audit Committee of our Board was constituted by a resolution of our Board at their
meeting held on February 14, 2024. The constitution of the Audit Committee is as follows:
Sr. No. |
Name of the Member |
Designation |
Position in the Committee |
1. |
Rakesh Kumar Agrawal |
Independent Director |
Chairperson |
2. |
Anuj Saraswat |
Independent Director |
Member |
3. |
Manish Agarwal |
Whole Time Director and Chief |
Member |
|
|
Financial Officer |
|
The Company Secretary and Compliance Officer of our Company will act as the Secretary
of the Audit Committee.
The scope and functions of the Audit Committee are in accordance with Section 177 of
the Companies Act and Regulation 18 of the SEBI Listing Regulations and its terms of
reference are as follows:
Terms of Reference for the Audit Committee:
The Audit Committee shall be responsible for, among other things, from time to time,
the following:
A. Role of the Audit Committee
The role of the Audit Committee shall include the following:
1. To oversee the financial reporting process;
2. To review financial results and related information and disclosure of financial
information relating to the Company to ensure that the financial statements are correct,
sufficient and credible;
3. To approve or modify any related party transactions, to review internal financial
controls and risk management system;
4. To formulate policy on related party transactions, which shall include materiality
of related party transactions;
5. To review, at least on a quarterly basis, the details of related party transactions
entered into by the Company pursuant to each of the omnibus approvals given;
6. To recommend appointment, re-appointment, replacement, remuneration and terms of
appointment of auditors of the Company and the fixation of the audit fee;
7. To review and evaluate with the management performance of statutory and internal
auditors, effectiveness of audit process and adequacy of the internal control systems;
8. To review and monitor the statutory auditor's independence and performance, and
effectiveness of audit process;
9. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors of the Company;
10. Reviewing, with the management, the annual financial statements and auditor's
report thereon before submission to the Board for approval, with particular reference to:
i. 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 as amended from time to time; ii. Changes, if any, in accounting
policies and practices and reasons for the same; iii. Major accounting entries involving
estimates based on the exercise of judgment by management; iv. Significant adjustments
made in the financial statements arising out of audit findings; v. Compliance with listing
and other legal requirements relating to financial statements; vi. Disclosure of any
related party transactions; and vii. Modified opinion(s) in the draft audit report.
11. Reviewing, with the management, the quarterly, half-yearly and annual financial
statements before submission to the Board for approval;
12. Approval or any subsequent modifications of transactions of the Company with
related parties and omnibus approval for related party transactions proposed to be entered
into by the Company, subject to the conditions as may be prescribed;
13. To set out criteria for granting omnibus approval in line with the Company's policy
on related party transactions and such approval shall be applicable in respect of
transactions which are repetitive in nature;
14. Scrutinising of inter-corporate loans and investments;
15. Valuation of undertakings or assets of the Company, wherever it is necessary;
16. Evaluation of internal financial controls and risk management systems;
17. Overseeing the vigil mechanism established by the Company, with the chairman of the
Audit Committee directly hearing grievances of victimization of employees and directors,
who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;
18. 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;
19. Discussing with internal auditors on any significant findings and follow up
thereon;
20. 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;
21. Discussing 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;
22. Looking 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;
23. Reviewing the functioning of the whistle blower mechanism;
24. Approving the appointment of the chief financial officer or any other person
heading the finance function or discharging that function after assessing the
qualifications, experience and background, etc. of the candidate; and
25. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee and any other terms of reference as may be decided by the Board and/or
specified/provided under the Companies Act, the SEBI Listing Regulations, Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
or by any other regulatory authority.
26. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in any subsidiary
exceeding 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as per applicable law.
27. Considering and commenting on rationale, cost-benefits and impact of schemes
involving merger, demerger, amalgamation etc., on the Company and its shareholders.
28. To ensure that an Information System Audit of the internal systems and processes is
conducted at least once in two years to assess operational risks faced by the Company.
29. to review compliance with the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial
year and shall verify that the systems for internal control under the said regulations are
adequate and are operating effectively.
B. Powers of the Audit Committee
The powers of the Audit Committee shall include the following:
1. To investigate any activity within its terms of reference;
2. To seek information from any employee;
3. To obtain outside legal or other professional advice;
4. To secure attendance of outsiders with relevant expertise, if it considers
necessary; and
5. Such other powers as may be prescribed under the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
C. Reviewing Powers
The Audit Committee shall mandatorily review the following information:
1. management's discussion and analysis of financial condition and results of
operations; 2. statement of significant related party transactions submitted by the
management; 3. management letters / letters of internal control weaknesses issued by the
statutory auditors; 4. internal audit reports relating to internal control weaknesses; 5.
the appointment, removal and terms of remuneration of the chief internal auditor; 6.
examination of the financial statements and the auditors' report thereon;
7. review the financial statements, in particular, the investments made by any unlisted
subsidiary; and
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of our Board was constituted by a resolution
of our Board at their meeting held on February 14, 2024. The constitution of the
Nomination and Remuneration Committee is as follows:
Sr. No. |
Name of the Director |
Designation |
Position in the Committee |
1. |
Rakesh Kumar Agrawal |
Independent Director |
Chairperson |
2. |
Pinky Agarwal |
Non-Executive Director |
Member |
3. |
Anuj Saraswat |
Independent Director |
Member |
The scope and functions of the Nomination and Remuneration Committee are in accordance
with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations
and its terms of reference are as follows:
Terms of Reference for the Nomination and Remuneration Committee:
The Nomination and Remuneration Committee shall be responsible for, among other things,
the following:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors of the Company (Board
or Board of Directors) a policy relating to the remuneration of the directors, key
managerial personnel and other employees (Remuneration Policy);
2. The Nomination and Remuneration Committee, while formulating the above policy,
should ensure that:
a. the level and composition of remuneration be reasonable and sufficient to attract,
retain and motivate directors of the quality required to run our Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short- and long-term performance
objectives appropriate to the working of the Company and its goals.
3. formulation of criteria for evaluation of performance of independent directors and
the Board;
4. devising a policy on Board diversity;
5. 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
their appointment and removal and shall specify the manner for effective evaluation of
performance of the Board, its committees and individual directors to be carried out either
by the Board, by the Nomination and Remuneration Committee or by an independent external
agency and review its implementation and compliance. The Company shall disclose the
remuneration policy and the evaluation criteria in its annual report;
6. reviewing and recommending to the Board, manpower plan/ budget and sanction of new
senior management positions from time to time in the future;
7. for every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the committee may:
i. use the services of an external agencies, if required; ii. consider candidates from
a wide range of backgrounds, having due regard to diversity; and iii. consider the time
commitments of the candidates,
8. extending or continuing the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;
9. evaluation and recommendation of termination of appointment of directors in
accordance with the Board's governance principles for cause or for other appropriate
reasons;
10. making recommendations to the Board in relation to the appointment, promotion and
removal of the senior management personnel;
11. recommending to the board, all remuneration, in whatever form, payable to senior
management, including revisions thereto;
12. administering, monitoring and formulating detailed terms and conditions of the
Employees Stock Option Scheme of the Company;
13. framing suitable policies and systems to ensure that there is no violation, as
amended from time to time, of any securities laws or any other applicable laws in India or
overseas, including:
i. the SEBI Insider Trading Regulations; and
ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices relating to the Securities Market) Regulations, 2003, as amended.
14. carrying out any other function as is mandated by the Board from time to time and /
or enforced/mandated by any statutory notification, amendment or modification, as may be
applicable;
15. performing such other functions as may be necessary or appropriate for the
performance of its duties;
16. periodically reviewing and re-examining the terms of reference and making
recommendations to our Board for any proposed changes;
17. authorization to obtain advice, reports or opinions from internal or external
counsel and expert advisors;
18. ensuring proper induction program for new directors, key managerial personnel and
senior management and reviewing its effectiveness along-with ensuring that on appointment,
they receive a formal letter of appointment in accordance with guidelines provided under
the Companies Act, 2013;
19. developing a succession plan for our Board and senior management and regularly
reviewing the plan;
20. ensuring that it proactively maintains a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to the working of the
Company;
21. consideration and determination of the nomination and remuneration policy based on
performance and also bearing in mind that the remuneration is reasonable and sufficient to
attract, retain and motivate members of the Board and such other factors as the Committee
shall deem appropriate; and
22. perform such other activities as may be delegated by the Board or specified/
provided under the Companies Act, 2013 to the extent notified and effective, as amended or
by the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory
authority.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee of our Board was constituted by a resolution
of our Board at their meeting held on February 14, 2024. The constitution of the
Stakeholders' Relationship Committee is as follows:
Sr. No. |
Name of the Director |
Designation |
Position in the Committee |
1. |
Rakesh Kumar Agrawal |
Independent Director |
Chairperson |
2. |
Dr. Vikash Agarwal |
Chairman and Managing Director |
Member |
3. |
Manish Agarwal |
Whole-Time Director and Chief Financial Officer |
Member |
The scope and functions of the Stakeholders' Relationship Committee are in accordance
with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations
and its terms of reference are as follows:
Terms of Reference for the Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee shall be responsible for, among other things,
as may be required by the under applicable law, the following:
1. considering and specifically looking into various aspects of interests of
shareholders, debenture holders and other security holders;
2. resolving the grievances of the security holders of the listed entity including
complaints related to allotment of shares, transfer of shares or debentures, including
non-receipt of share or debenture certificates and review of cases for refusal of transfer
/ transmission of shares and debentures, depository receipt, non-receipt of annual report
, balance sheet or profit and loss account, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc. and assisting with quarterly reporting
of such complaints;
3. review of measures taken for effective exercise of voting rights by shareholders;
4. investigating complaints relating to allotment of shares, approval of transfer or
transmission of shares, debentures or any other securities;
5. giving effect to all transfer/transmission of shares and debentures,
dematerialisation of shares and re-materialisation of shares, split and issue of
duplicate/consolidated share certificates, compliance with all the requirements related to
shares, debentures and other securities from time to time;
6. review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the registrar and share transfer agent of the
Company and to recommend measures for overall improvement in the quality of investor
services;
7. review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company; and
8. Carrying out such other functions as may be specified by the Board from time to time
or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other
regulatory authority.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of our Board was re-constituted by a
resolution of our Board at their meeting held on March 21, 2024. The constitution of the
Corporate Social Responsibility Committee is as follows:
Sr. No. |
Name of the Director |
Designation |
Position in the Committee |
1. |
Dr. Vikash Agarwal |
Chairman and Managing Director |
Chairperson |
2. |
Manish Agarwal |
Whole Time Director and Chief |
Member |
|
|
Financial Officer |
|
3. |
Payal Bafna |
Independent Director |
Member |
The scope and functions of the Corporate Social Responsibility Committee are in
accordance with Section 135 of the Companies Act and have been set out below:
Terms of Reference for the Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee is authorized to perform the following
functions:
1. 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 of the Companies Act, 2013 and the rules made thereunder, as
amended, monitor the implementation of the same from time to time, and make any revisions
therein as and when decided by the Board;
2. identify corporate social responsibility policy partners and corporate social
responsibility policy programmes;
3. review and recommend the amount of expenditure to be incurred on the activities
referred to in clause (a) and the distribution of the same to various corporate social
responsibility programs undertaken by the Company;
4. delegate responsibilities to the corporate social responsibility team and supervise
proper execution of all delegated responsibilities;
5. review and monitor the implementation of corporate social responsibility programmes
and issuing necessary directions as required for proper implementation and timely
completion of corporate social responsibility programmes;
6. assistance to the Board to ensure that our Company spends towards the corporate
social responsibility activities in every Fiscal, such percentage of average net profit/
amount as may be prescribed in the Companies Act, 2013 and/ or rules made thereunder;
7. providing explanation to the Board if the Company fails to spend the prescribed
amount within the financial year;
8. providing updates to our Board at regular intervals of six months on the corporate
social responsibility activities;
9. any other matter as the Corporate Social Responsibility Committee may deem
appropriate after approval of the Board or as may be directed by the Board, from time to
time; and
10. exercise such other powers as may be conferred upon the Corporate Social
Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.
Risk Management Committee
The Risk Management Committee was constituted by a resolution of our Board at their
meeting held on February 14, 2024. The members of the Risk Management Committee are:
Sr. No. |
Name of the Director |
Director |
Position in the Committee |
1. |
Pinky Agarwal |
Non-Executive Director |
Chairperson |
2. |
Dr. Vikash Agarwal |
Chairman and Managing Director |
Member |
3. |
Anuj Saraswat |
Independent Director |
Member |
The scope and functions of the Risk Management Committee are in accordance with Section
178 of the Companies Act and the Regulation 21 of the SEBI Listing Regulations.
Terms of Reference for the Risk Management Committee
1. To review and assess the risk management system and policy of the Company from time
to time and recommend for amendment or modification thereof. The risk management policy
shall include the following:
i. A framework for identification of internal and external risks specifically faced by
the listed entity, in particular including financial, operational, sectoral,
sustainability (particularly, ESG related risks), information, cyber security risks or any
other risk as may be determined by the Committee;
ii. Measures for risk mitigation including systems and processes for internal control
of identified risks; and
iii. Business continuity plan.
2. To ensure that appropriate methodology, processes and systems are in place to
monitor and evaluate risks associated with the business of the Company;
3. To periodically review the risk management policy, at least once in two years,
including by considering the changing industry dynamics and evolving complexity;
4. To keep the Board informed about the nature and content of its discussions,
recommendations and actions to be taken;
5. The appointment, removal and terms of remuneration of the Chief Risk Officer (if
any) shall be subject to review by the Risk Management Committee;
6. To implement and monitor policies and/or processes for ensuring cyber security;
7. To frame, devise and monitor risk management plan and policy of the Company,
including evaluating the adequacy of risk management systems;
8. To review and recommend potential risk involved in any new business plans and
processes;
9. To review the Company's risk-reward performance to align with the Company's overall
policy objectives; 10. Monitor and review regular updates on business continuity;
11. Advise the Board with regard to risk management decisions in relation to strategic
and operational matters such as corporate strategy; and
12. Performing such other activities as may be delegated by the Board or specified/
provided under the Companies Act, 2013 or by the SEBI Listing Regulations or statutorily
prescribed under any other law or by any other regulatory authority.
IPO Committee
The IPO Committee of our Board was re-constituted by a resolution of our Board at their
meeting held on April 28, 2025. The constitution of the IPO Committee is as follows:
Sr. No. |
Name of the Director |
Designation |
Position in the Committee |
1. |
Dr. Vikash Agarwal |
Chairman and Managing Director |
Chairperson |
2. |
Rakesh Kumar Agrawal |
Independent Director |
Member |
3. |
Priya Fulfagar |
Chief Operating Officer |
Member |
The terms of reference of our IPO Committee are as follows:
Terms of Reference for the IPO Committee
(1) to decide in consultation with the BRLMs the actual size of the Offer and taking on
record the number of equity shares, having face value of 2 per equity share (Equity
Shares), and/or reservation on a competitive basis and all the terms and conditions of
the Offer, including without limitation timing, opening and closing dates of the Offer,
price band, allocation/allotment to eligible persons pursuant to the Offer, including any
anchor investors, and to accept any amendments, modifications, variations or alterations
thereto;
(2) to appoint, instruct and enter into agreements with the BRLMs, and in consultation
with BRLMs appoint and enter into agreements with intermediaries, co-managers,
underwriters, syndicate members, brokers, escrow collection bankers, auditors, independent
chartered accountants, refund bankers, registrar, grading agency, monitoring agency,
industry expert, legal counsels, depositories, custodians, credit rating agencies,
printers, advertising agency(ies), and any other agencies or persons (including any
successors or replacements thereof) whose appointment is required in relation to the Offer
and to negotiate and finalize the terms of their appointment, including but not limited to
execution of the mandate letters and offer agreement with the BRLMs, and the underwriting
agreement with the underwriters, and to terminate agreements or arrangements with such
intermediaries;
(3) to make any alteration, addition or variation in relation to the Offer, in
consultation with the BRLMs or SEBI or such other authorities as may be required, and
without prejudice to the generality of the aforesaid, deciding the exact Offer structure
and the exact component of issue of Equity Shares;
(4) to finalise, settle, approve, adopt and arrange for submission of the draft red
herring prospectus (DRHP), the red herring prospectus (RHP), the Prospectus
(Prospectus), the preliminary and final international wrap and any amendments,
supplements, notices, clarifications, reply to observations, addenda or corrigenda
thereto, to appropriate government and regulatory authorities, respective stock exchanges
where the Equity Shares are proposed to be listed (Stock Exchanges), the Registrar
of Companies, West Bengal at Kolkata (Registrar of Companies), institutions or
bodies and take all such actions in consultation with the book running lead managers (BRLMs)
as may be necessary for the submission and filing of the documents mentioned above,
including incorporating such alterations/corrections/modifications as may be required by
the SEBI, the RoC or any other relevant governmental and statutory authorities or
otherwise under applicable laws;
(5) to invite the existing shareholders of the Company to participate in the Offer to
offer for sale the Equity Shares held by them at the same price as in the Offer;
(6) to issue advertisements in such newspapers and other media as it may deem fit and
proper, in consultation with the relevant intermediaries appointed for the Offer in
accordance with the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (SEBI ICDR
Regulations), Companies Act, 2013, as amended and other applicable laws;
(7) to decide the total number of Equity Shares to be reserved for allocation to
eligible categories of investors, if any, and on permitting existing shareholders to sell
any Equity Shares held by them;
(8) to open separate escrow accounts as the escrow account to receive application
monies from anchor investors/underwriters in respect of the bid amounts and a bank account
as the refund account for handling refunds in relation to the Offer and in respect of
which a refund, if any will be made;
(9) to open account with the bankers to the Offer to receive application monies in
relation to the Offer in terms of Section 40(3) of the Companies Act, 2013, as amended;
(10) to do all such deeds and acts as may be required to dematerialise the Equity
Shares and to sign and/or modify, as the case may be, agreements and/or such other
documents as may be required with the Central Depository Services (India) Limited,
registrar and transfer agents and such other agencies, as may be required in this
connection, with power to authorise one or more officers of the Company to execute all or
any such documents;
(11) to take all actions as may be necessary or authorized, in connection with the
Offer for Sale, including taking on record the approval of the Selling Shareholder(s) for
offering their Equity Shares including the quantum in terms of number of Equity
Shares/amount offered by the Selling Shareholder(s) in the Offer for Sale, allow revision
of the Offer for Sale portion in case any Selling Shareholder(s) decides to revise it, in
accordance with the Applicable Laws;
(12) to negotiate, finalise, sign, execute and deliver or arrange the delivery of the
offer agreement, syndicate agreement, cash escrow and sponsor bank agreement, underwriting
agreement, agreements with the registrar to the Offer, monitoring agency and the
advertising agency(ies) and all other agreements, documents, deeds, memorandum of
understanding and other instruments whatsoever with the registrar to the Offer, monitoring
agency, legal counsel, auditors, Stock Exchanges, BRLMs and other agencies/ intermediaries
in connection with Offer with the power to authorize one or more officers of the Company
to execute all or any of the aforesaid documents;
(13) to make any applications, seek clarifications, obtain approvals and seek
exemptions, if necessary, from the Stock Exchange, the Securities and Exchange Board of
India (SEBI), the Reserve Bank of India (RBI), Registrar of Companies, West
Bengal at Kolkata and such other statutory and governmental authorities in connection with
the Offer, as required by applicable law, and to accept, on behalf of the Board, such
conditions and modifications as may be prescribed or imposed by any of them while granting
such approvals, exemptions, permissions and sanctions as may be required, and wherever
necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP
and the Prospectus;
(14) to make in-principle and final applications for listing and trading of the Equity
Shares on one or more Stock Exchanges, to execute and to deliver or arrange the delivery
of the equity listing agreement(s) or equivalent documentation to the Stock Exchanges and
to take all such other actions as may be necessary in connection with obtaining such
listing
(15) to determine and finalize, in consultation with the BRLMs, the price band for the
Offer and minimum bid lot for the purpose of bidding, any revision to the price band and
the final Offer price after bid closure, and to finalize the basis of allocation and to
allot the Equity Shares to the successful allottees and credit Equity Shares to the demat
accounts of the successful allottees in accordance with applicable laws and undertake
other matters in connection with or incidental to the Offer, including determining the
anchor investor portion, in accordance with the SEBI ICDR Regulations;
(16) to issue receipts/allotment advice/confirmation of allocation notes either in
physical or electronic mode representing the underlying Equity Shares in the capital of
the Company with such features and attributes as may be required and to provide for the
tradability and free transferability thereof as per market practices and regulations,
including listing on one or more stock exchange(s), with power to authorise one or more
officers of the Company to sign all or any of the aforementioned documents;
(17) to approve the code of conduct, suitable insider trading policy, whistle
blower/vigil mechanism policy, risk management policy and other corporate governance
requirements considered necessary by the Board or the IPO Committee or as required under
applicable law or the uniform listing agreement to be entered into by the Company with the
relevant stock exchanges;
(18) to seek, if required, the consent and waivers of the parties with whom the Company
has entered into various commercial and other agreements such as Company's lenders, joint
venture partners, all concerned governmental and regulatory authorities in India or
outside India, and any other consents that may be required in connection with the Offer in
accordance with the applicable laws;
(19) to negotiate, finalise, sign, execute, deliver and complete any and all notices,
offer documents (including DRHP, RHP and Prospectus) agreements, letters, applications,
other documents, papers or instruments (including any amendments, changes, variations,
alterations or modifications thereto) on behalf of the Selling Shareholders (as maybe
applicable), as the case may be, in relation to the Offer;
(20) to determine the price at which the Equity Shares are offered, allocated, and/or
transferred to investors in the Offer in accordance with applicable regulations in
consultation with the BRLMs and/or any other advisors, and determine the discount, if any,
proposed to be offered to eligible categories of investors;
(21) to settle all questions, difficulties or doubts that may arise in relation to the
Offer, as it may in its absolute discretion deem fit;
(22) to do all acts and deeds, and execute all documents, agreements, forms,
certificates, undertakings, letters and instruments as may be necessary for the purpose of
or in connection with the Offer;
(23) to authorize and approve the incurring of expenditure and payment of fees,
commissions, brokerage and remuneration in connection with the Offer;
(24) to withdraw the DRHP or RHP or to decide not to proceed with the Offer at any
stage, in consultation with the BRLMs and in accordance with the SEBI ICDR Regulations and
applicable laws;
(25) to authorize any concerned person on behalf of the Company to give such
declarations, affidavits, certificates, consents and authorities as may be required from
time to time in relation to the Offer or provide clarifications to the SEBI, Registrar of
Companies, West Bengal at Kolkata and the relevant Stock Exchange(s) where the Equity
Shares are to be listed;
(26) all actions as may be necessary in connection with the Offer, including extending
the bid/Offer period, revision of the price band, allow revision of the Offer for Sale
portion in case any Selling Shareholder decides to revise it in accordance with the
applicable laws;
(27) to authorize the affixation of the common seal of the Company on such documents in
this connection as may be required in accordance with the provisions of the Articles of
Association of the Company and Applicable Law; and
(28) to authorize and empower officers of the Company (each, an Authorized
Officer(s)), for and on behalf of the Company, to execute and deliver, on a several
basis, any agreements and arrangements as well as amendments or supplements thereto that
the Authorized Officer(s) consider necessary, appropriate or advisable, in connection with
the Offer, including, without limitation, engagement letter(s), memoranda of
understanding, the listing agreement(s) with the Stock Exchange(s), the registrar's
agreement and memorandum of understanding, the depositories' agreements, the offer
agreement with the BRLMs (and other entities as appropriate), the underwriting agreement,
the syndicate agreement with the BRLMs and syndicate members, the cash escrow and sponsor
bank agreement, confirmation of allocation notes, allotment advice, placement agents,
registrar to the Offer, bankers to the Company, managers, underwriters, escrow agents,
accountants, auditors, legal counsel, depositories, advertising agency(ies), syndicate
members, brokers, escrow collection bankers, auditors, grading agency, monitoring agency
and all such persons or agencies as may be involved in or concerned with the Offer, if
any, and to make payments to or remunerate by way of fees, commission, brokerage or the
like or reimburse expenses incurred in connection with the Offer by the BRLMs and to do or
cause to be done any and all such acts or things that the Authorized Officer(s) may deem
necessary, appropriate or desirable in order to carry out the purpose and intent of the
foregoing resolutions for the Offer; and any such agreements or documents so executed and
delivered and acts and things done by any such Authorized Officer(s) shall be conclusive
evidence of the authority of the Authorized Officer and the Company in so doing.