OUR MANAGEMENT
OUR BOARD OF DIRECTORS
In accordance with our Articles of Association, unless otherwise determined in a
general meeting of the Company and subject to the provisions of the Companies Act, 2013
and other applicable rules, the number of Directors of the Company shall not be less than
3 and not more than 15. As on date of this Draft Prospectus, we have Five (05) Directors
on our Board, which includes One (01) Managing Director, One (01) Whole-time Director and
Chairman, One (01) Non-Executive Director and two (02) Independent Directors out of which
one is women Independent Director.
Set forth below, are details regarding our Board as on the date of this Draft
Prospectus:
Name, DIN, Date of Birth, Designation, Address, Occupation, Term
and Nationality |
Age (years) |
Other Directorships |
Mr. Jagjit Singh Dhillon |
43 |
Companies |
DIN: 07980441 |
|
Mindhighway Technologies Private Limited |
Date of Birth: July 27, 1980 |
|
Limited Liability Partnerships |
Qualification: Bachelor of Commerce |
|
Nil |
| Designation: Managing Director |
|
|
Address: 197, Diamond Harbour Road Behala, Kolkata 700034, West
Bengal, India |
|
|
| Occupation: Business |
|
|
| Term: For a period of five (5) years with effect from 9th |
|
|
| December 2023 to 8th December 2028 |
|
|
| Period of Directorship: Director since December 22, 2017 |
|
|
| Nationality: Indian |
|
|
Mr. Harbhajan Singhthethi |
56 |
Companies |
| DIN: 10416459 |
|
Nil |
| Date of Birth: May 21, 1967 |
|
Limited Liability Partnerships |
| Qualification: IXth Standard |
|
Nil |
| Designation: Whole Time Director and Chairman |
|
|
| Address: 199, Diamond Harbour Mandal Para Kolkata |
|
|
| 700034, West Bengal, India |
|
|
| Occupation: Business |
|
|
| Term: For a period of five (5) years with effect from 9th |
|
|
| December 2023 to 8th December 2028 |
|
|
| Period of Directorship: Director since 9th December 2023 |
|
|
| Nationality: Indian |
|
|
Mrs. Navneet Kaur |
46 |
Companies |
DIN: 07980468 |
|
Mindhighway Technologies Private Limited |
Name, DIN, Date of Birth, Designation, Address, Occupation,
Term and Nationality |
Age (years) |
Other Directorships |
Date of Birth: January 01, 1977 |
|
Limited Liability Partnerships |
Qualification: Bachelor of Science |
|
Nil |
| Designation: Non-Executive Director |
|
|
| Address: 197, Diamond Harbour Road Behala ,Kolkata |
|
|
| 700034, West Bengal , India |
|
|
| Occupation: Business |
|
|
| Term: Liable to retire by rotation |
|
|
Period of Directorship: Director since December 22, 2017 Nationality:
Indian |
|
|
Ms. Chetna Gupta |
36 |
Companies |
| DIN: 02212440 |
|
Julien Agro Infratech Limited |
| Date of Birth: August 14, 1987 |
|
Limited Liability Partnerships |
Qualification: Fellow Member of ICSI, MBA in Human Resources. |
|
Wow Organic LLP |
| Designation: Additional Independent Director |
|
|
Address: 25 Chinar Park, Destiny Tower, Flat No 5 B, Kolkata 700157,
West Bengal , India |
|
|
| Occupation: Professional |
|
|
Term: Till the Annual General Meeting to be held on or before 30th
September 2024. |
|
|
| Period of Directorship: Additional Director since 7th |
|
|
| December 2023 |
|
|
| Nationality: Indian |
|
|
Mr. Jay Kumar Shaw |
42 |
Companies |
| DIN: 09627535 |
|
Jaikvik Business India Private Limited |
| Date of Birth: December 27, 1981 |
|
Jaikvik Technology India Private Limited |
Qualification: Bachelors of Commerce, Chartered Financial Analyst. |
|
Limited Liability Partnerships |
|
|
Nil |
| Designation: Additional Independent Director |
|
|
| Address: 7/1 GR, Marhatta Ditch Lane, 7, Shyampukur, |
|
|
Baghbazar, Kolkata 700003, West Bengal, India Occupation: Professional |
|
|
Term: : Till the Annual General Meeting to be held on or before 30th
September 2024. |
|
|
Name, DIN, Date of Birth, Designation, Address, Occupation,
Term and Nationality |
Age (years) |
Other Directorships |
Period of Directorship: Additional Director since 7th December 2023 |
|
|
| Nationality: Indian |
|
|
Brief Profile of Our Directors
Mr. Jagjit Singh Dhillon, aged 43 years. He has a degree in Bachelor of Commerce
from The Bhawanipur Education Society College, Kolkata. He is the Founder and one of the
First Directors of the Company, later he was designated as the Managing Director of the
Company with effect from 9th December 2023 till 8th December 2028
for a period 5 years. He has experience of more than 16 years in powder Coating Industry.
He has proven ability to quickly analyse key business drivers and develop strategies. He
is an energetic leader known for his ability to create successful outcomes in complex
situations.
Mr. Harbhajan Singhthethi aged 56 years. He is actively involved in providing
various training sessions to workers to increase efficiency. He possesses excellent time
management skills, top customer relations abilities and strong communication skills. He
has assisted in establishing projects, monitoring the progress of the projects and
completing the projects within deadlines. He was appointed as Whole Time Director and
Chairman of the Company w.e.f. December 9, 2023.
Mrs. Navneet Kaur, aged 46 years. She has a Degree in Bachelor of Science from
Punjab University. She also holds a degree in Master of Education from Punjab University
and Master of Arts in Punjabi from Punjab University. She was appointed as Non-Executive
Director of the Company with effect from December 22, 2017, She is associated with the
Company since its Incorporation.
Ms. Chetna Gupta, aged 36 years. She has professional experience of more than Ten
years. She holds a Bachelor degree in Business Administration from University of Rajasthan
and is a fellow member of Institute of Company Secretaries of India. She also holds a
degree in post graduate Diploma in Business Administration from Symbiosis Centre for
Distance Learning in Human Resource. She is also Bachelor in Law (LLB) from University of
Rajasthan. She also cleared her Social Auditor Examination in May 2023. She was appointed
as the Additional Independent Director of the Company w.e.f. December 7, 2023.
Mr. Jay Kumar Shaw aged 42 years He is a qualified professional with a B.
Com (H) degree, CFA (ICFAI University) certification, and FRM (U.S) accreditation. His
role involves providing strategic guidance and operational excellence to the companies he
advises, solidifying his position as a valuable asset in the field. He was appointed as
the Additional Independent Director of the Company w.e.f. December 7, 2023.
CONFIRMATIONS
Except as stated below, None of the Directors and Key Managerial Personnel of our
Company are related to each other as per Section 2(77) of the Companies Act, 2013.
Name of the Director/KMP |
Name of the Director |
Relationship |
| 1. Mr. Jagjit Singh Dhillon |
Mrs. Navneet Kaur |
Spouse |
| 2. Mrs. Navneet Kaur |
Mr. Jagjit Singh Dhillon |
Spouse |
There are no arrangements or understanding with major shareholders, customers,
suppliers or others, pursuant to which any of the Directors, Key Managerial Personnel or
Senior Management were selected as a Director or Member of Senior Management.
There are no service contracts entered into by the Directors with our Company providing
for benefits upon termination of employment.
As on the date of this Draft Prospectus, none of our directors are on the RBI List of
wilful defaulters or Fraudulent Borrowers.
As on the date of this Draft Prospectus, none of our Directors are Fugitive Economic
Offender under Section 12 of the Fugitive Economic Offenders Act, 2018.
As on the date of this Draft Prospectus, none of our director is or was a director of
any listed Company during the last 5 (five) years preceding the date of this Draft
Prospectus, whose shares have been or were suspended from being traded on the Stock
Exchange(s), during the term of their directorship in such Company.
As on the date of this Draft Prospectus, none of our director is or was a director of
any listed Company which has been or was delisted from any stock exchange during the term
of their directorship in such Company.
As on the date of this Draft Prospectus, none of the Promoters, Persons forming part of
our Promoter Group, Directors or persons in control of our Company, has been or is
involved as a promoters, director or person in control of any other Company, which is
debarred from accessing the capital market under any order or directions made by SEBI or
any other regulatory authority.
No proceedings / investigations have been initiated by SEBI against any Company, the
Board of Directors of which also comprises any of the Directors of our Company.
REMUNERATION / COMPENSATION TO OUR DIRECTORS
The compensation payable to our Directors will be governed as per the terms of their
appointment and shall be subject to the provisions of Section 2(54), Section 2(94),
Section 188, Section 196, Section 197, Section 198 and Section 203 and any other
applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the
Companies Act, 2013 and the rules made there under (including any statutory
modification(s) or re-enactment thereof or any of the provisions of the Companies Act,
1956, for the time being in force). Set forth below is the remuneration payable by our
Company to our Directors for a financial year:
Name of Director |
Remuneration shall not exceed |
| 1. Mr. Jagjit Singh Dhillon |
9.60* |
| 2. Mr. Harbhajan Singhthethi |
4.00* |
Total |
13.60 |
Remuneration paid for FY 2022-2023; the directors have been paid gross
remuneration as follows:
|
( in lakhs) |
Name of Director |
Remuneration paid |
| 1. Mr. Jagjit Singh Dhillon |
10.00 |
| 2. Mr. Harbhajan Singhthethi |
N.A.* |
Total |
10.00 |
Terms And Conditions Of Employment of Our Directors
Mr. Jagjit Singh Dhillon
Mr. Jagjit Singh Dhillon, is the Promoter and Managing Director of our Company. He is
the Director of the Company since Incorporation of the Company. He was later designated as
Managing Director with effect from 9th December 2023 for a period of 5 (five)
years till 8th December 2028. The significant terms of his employment are as
below:
Remuneration |
9.60 lakhs per annum |
Bonus and Profit-sharing Ratio |
Not Applicable |
Term |
Appointed as Managing Director of the Company for a period of 5 (five)
years commencing from 9th December 2023 till 8th December 2028. |
Remuneration in the event of loss or inadequacy of profits |
In the event of inadequacy or absence of profits in any financial years
during his tenure, the Director will be paid remuneration as mentioned in Schedule V as
may be approved by the Shareholders of the Company. |
Mr. Harbhajan Singhthethi
Mr. Harbhajan Singhthethi, is the Whole Time Director of the Company. He was appointed
as a Whole Time Director of the Company with effect from 9th December
2023 for a period of 5 (five) years till 8th December 2028. The significant
terms of his employment are as below:
Remuneration |
4.00 lakhs per annum |
Bonus and Profit-sharing Ratio |
Not Applicable |
Term |
Appointed as Whole Time Director of the Company for a period of 5 (five)
years commencing from 9th December 2023 till 8th December 2028. |
Remuneration in the event of loss or inadequacy of profits |
In the event of inadequacy or absence of profits in any financial years
during his tenure, the Director will be paid remuneration as mentioned in Schedule V as
may be approved by the Shareholders of the Company. |
SITTING FEES
The payment of sitting fees to the Independent Directors of the Company for attending
the meeting of the Board of Directors and meetings of the Committees of the Board of
Directors in following manner:
Name of Director |
Fees for attending the meeting of |
|
Board of Directors |
Committee Meetings |
| 1. Ms. Chetna Gupta |
10,000/- per Meeting |
10,000/- per Meeting |
| 2. Mr. Jay Kumar Shaw |
10,000/- per Meeting |
10,000/- per Meeting |
| 3. Mrs. Navneet Kaur |
10,000/- per Meeting |
10,000/- per Meeting |
BORROWING POWERS OF OUR BOARD
Our Articles of Association, subject to applicable law, authorize our Board to raise or
borrow money or secure the payment of any sum of money for the purposes of our Company.
Pursuant to a resolution passed by our shareholders at their Extra Ordinary General
Meeting held on December 26, 2023, our shareholders have authorized our Board to borrow
any sum of money from time to time notwithstanding that the sum or sums so borrowed
together with the monies, if any, already borrowed by the Company (apart from temporary
loans obtained from the Company's bankers in the ordinary course of business) exceed the
paid up capital and free reserves of the Company provided such amount does not exceed 100
crores over and above the aggregate of the paid up share capital and free reserves which
may have not been set apart for any purpose.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
Our Articles of Association do not require our Directors to hold qualification shares.
As on date of this Draft Prospectus, our Directors hold the following number of Equity
Shares of our Company:
Name of Directors |
Pre-Issue No. of Equity Shares Held |
% of pre-Issue capital |
| 1. Mr. Jagjit Singh Dhillon |
6,19,814 |
66.65% |
| 2. Mrs. Navneet Kaur |
3,10,000 |
33.33% |
| 3. Ms. Chetna Gupta |
NIL |
NIL |
| 4. Mr. Jay Kumar Shaw |
Nil |
Nil |
| 5. Mr. Harbhajan Singhthethi |
Nil |
Nil |
Shareholding Of Directors In Our Subsidiaries
As on date of this Draft Prospectus, our Company does not have a subsidiary.
INTEREST OF OUR DIRECTORS
Our Executive Directors may be deemed to be interested to the extent of remuneration
paid to them for services rendered as a Director of our Company and reimbursement of
expenses, if any, payable to them. For details of remuneration paid to our see "Terms
of appointment and remuneration of our Executive Directors" above.
Jagjit Singh Dhillon and Navneet Kaur are the Promoters of our Company and may be
deemed to be interested in the promotion of our Company to the extent they have promoted
our Company. Except as stated above, our Directors have no interest in the promotion of
our Company other than in the ordinary course of business. Our Directors may also be
regarded as interested to the extent of Equity Shares held by them in our Company, if any,
details of which have been disclosed above under the heading "Shareholding of
Directors in our Company". All of 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.
Our Directors may also be interested to the extent of Equity Shares, if any, held by
them or held by the entities in which they are associated as promoters, directors,
partners, proprietors or trustees or kartas or coparceners or held by their relatives or
that may be subscribed by or allotted to the companies, firms, ventures, trusts in which
they are interested as promoters, directors, partners, proprietors, members or trustees,
pursuant to this Issue. Except as disclosed in "Financial Information"
and "Our Promoters and Promoter Group" beginning on Page 137 and
131 , respectively, of this Draft Prospectus, our Directors are not interested in
any other company, entity or firm.
Further, our Directors are interested in the properties of our Company, for details
please see "Our Business- Land and Property" on page93.
Except as stated in "Restated Financial Information - Annexure 4 Significant
Accounting Policies and Explanatory Notes to the Restated Financial Statements"
beginning on Page.137 of this Draft Prospectus, our Directors do not have any other
interest in the business of our Company.
Interest As To Property
Except as disclosed in this Draft Prospectus, our Directors do not have any interest in
any property acquired or proposed to be acquired by our Company or of our Company.
Bonus Or Profit Sharing Plan For Our Directors
None of our Directors are a party to any bonus or profit sharing plan.
Policies Adopted by the Company
The Company has adopted the following policies:
Policy for Code of Conduct for Prevention of Insider Trading
Policy for Code of Practice and Fair Disclosure
Familiarization Programmes for Independent Directors
Prevention of Sexual Harassment Policy
Policy for determination of Material Event/Disclosure
Policy for Preservation of Documents
Policy on Archival of Documents
Code Of Conduct for Directors and Senior Management
Appointment of Independent Directors and Code of Conduct
Policy for Materiality or related party transactions
Risk Management Policy
Changes In Our Board During The Last Three Years
Except as disclosed below, there have been no changes in our Board during the last
three years.
Directors |
Date of Event |
Event |
Reasons |
1. Ms. Dibya Prasad |
July 28, 2023 |
Appointed as Additional Independent Director |
Not Applicable |
2. Ms. Dibya Prasad |
September 30, 2023 |
Regularized as Independent Director |
Not Applicable |
3. Ms. Dibya Prasad |
December 07, 2023 |
Resigned as Independent Director |
Pre-Occupancy |
4. Mr. Vinay Chowdhury |
September 30, 2023 |
Appointed as Independent Director |
Not Applicable |
5. Mr. Vinay Chowdhury |
December 07, 2023 |
Resigned as Independent Director |
Pre-Occupancy |
6. Ms. Chetna Gupta |
December 07, 2023 |
Appointed as Additional Independent Director |
Not Applicable |
7. Mr. Jay Kumar Shaw |
December 07, 2023 |
Appointed as Additional Independent Director |
Not Applicable |
8. Mr. Harbhajan Singhthethi |
December 09, 2023 |
Appointed as Whole Time Director |
Not Applicable |
9. Mr. Jagjit Singh Dhillon |
December 09, 2023 |
Change in Designation as Managing Director |
Not Applicable |
Management Organisation Structure
Set forth is the management organization structure of our Company:
Corporate Governance
As our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR)
Regulations, 2018 as amended from time to time, as on date of this Draft Prospectus, the
requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule
V of SEBI (LODR) Regulations, 2015 are not applicable to our Company. In additions to the
applicable provisions of the Companies Act, 2013 will be applicable to our company
immediately up on the listing of Equity Shares on the Stock Exchanges. However, our
Company has complied with the corporate governance requirement, particularly in relation
to appointment of independent directors including woman director on our Board,
constitution of an Audit Committee and Nomination and Remuneration Committee. Our Board
functions either on its own or through committees constituted thereof, to oversee specific
operational areas.
Committees Of Our Board
Our Board has constituted following committees in accordance with the requirements of
the Companies Act and SEBI Listing Regulations:
a) Audit Committee; b) Stakeholders' Relationship Committee; c) Nomination and
Remuneration Committee; d) Internal Complaints Committee; Details of each of these
committees are as follows:
a. Audit Committee
Our Company has constituted an Audit Committee ("Audit Committee"), as per
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation,
2015; vide resolution passed at the meeting of the Board of Directors held on December 13,
2023.
Sr. No. |
Name of Member |
Designation |
| 1. |
Mr. Jay Kumar Shaw, Additional Independent Director |
Chairperson |
| 2. |
Ms. Chetna Gupta, Additional Independent Director |
Member |
| 3. |
Mr. Jagjit Singh Dhillon, Managing Director |
Member |
The Audit Committee is in compliance with Section 177 of the Companies Act 2013 and
Regulation 18 of the SEBI Listing Regulations. The Company Secretary shall act as the
secretary of the Audit Committee.
The scope, functions and the terms of reference of our Audit Committee, is in
accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI
Listing Regulations which are as follows:
A. Powers of Audit Committee
The Audit Committee shall have the following powers:
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; and
4. To secure attendance of outsiders with relevant expertise, if it considers necessary
B. Role of the Audit Committee
The role of the audit committee shall include the following:
1. Oversight of 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. Recommendation for appointment, remuneration and terms of appointment of auditors of
the company;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report
thereon 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 3 of section 134 of
the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and
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 draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission
to the Board for approval;
6. 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 utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
7. Monitoring the end use of funds raised through public offers and related matters;
8. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
9. Approval of any subsequent modification of transactions of the company with related
parties;
Explanation: The term "related party transactions" shall have the
same meaning as provided in Clause 2 (zc) of the
SEBI Listing Regulations and/or the Accounting Standards.
10. Scrutiny of inter-corporate loans and investments;
11. Valuation of undertakings or assets of the company, wherever it is necessary; 12.
Evaluation of internal financial controls and risk management systems;
13. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems; 14. 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; 15. Discussion with internal auditors of any significant
findings and follow up there on;
16. 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; 17. Discussion 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; 18. Looking into the reasons
for substantial defaults in the payment to depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors; 19. Reviewing the functioning of
the whistle blower mechanism;
20. Approval of appointment of CFO after assessing the qualifications, experience and
background, etc. of the candidate; 21. Carrying out any other function as is mentioned in
the terms of reference of the Audit Committee; and
22. Reviewing the utilization of loans and/or advances from/investments by the holding
company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the
subsidiary, whichever is lower including existing loans / advances/ investments, as may be
applicable. 23. consider and comment on rationale, cost-benefits and impact of schemes
involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
Further, 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
Appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee. statement of deviations:
Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI
Listing Regulations.
Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.
As required under the SEBI Listing Regulations, the Audit Committee shall meet at least
four times a year with maximum interval of four months between two meetings and the quorum
for each meeting of the Audit Committee shall be two members or one third of the members,
whichever is greater, provided that there should be a minimum of two independent directors
present.
b. Stakeholders' Relationship Committee
Our Company has constituted a Stakeholders' Relationship Committee ("Audit
Committee"), as per Section 178 of the Companies Act, 2013 and Regulation 20 of the
SEBI (LODR) Regulation, 2015; vide resolution passed at the meeting of the Board of
Directors held on December 13, 2023.
Sr. No. |
Name of Member |
Designation |
| 1. |
Mrs. Navneet Kaur, Non-Executive Director |
Chairperson |
| 2. |
Mr. Jay Kumar Shaw, Additional Independent Director |
Member |
| 3. |
Mr. Jagjit Singh Dhillon, Managing Director |
Member |
The Stakeholders' Relationship Committee is in compliance with Section 178 of the
Companies Act 2013 and Regulation
20 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of
the Stakeholders' Relationship
Committee.
The scope and function of the Stakeholders' Relationship Committee is in accordance
with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and the terms
of reference, powers and scope of the Stakeholders' Relationship
Committee of our Company include:
1. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipts of annual reports, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings, etc.;
2. Review of measures taken for effective exercise of voting rights of by shareholders;
3. 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;
4. Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend
warrants/ annual reports/ statutory notices by the shareholders of the Company; and
5. Carrying out any other function as prescribed under the SEBI Listing Regulations as
and when amended from time to time.
As required under the SEBI Listing Regulations, the Stakeholders Relationship Committee
shall meet at least once a year, and the chairperson of the committee shall be present at
the annual general meetings to answer queries of the security holders. The quorum of the
meeting shall be either two members or one third of the members of the committee whichever
is greater.
c. Nomination and Remuneration Committee
Our Company has constituted a Stakeholders' Relationship Committee ("Audit
Committee"), as per Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulation, 2015; vide
resolution passed at the meeting of the Board of Directors held on December 13, 2023.
Sr. No. |
Name of Member |
Designation |
| 1. |
Ms. Chetna Gupta, Additional Independent Director |
Chairperson |
| 2. |
Mr. Jay Kumar Shaw, Additional Independent Director |
Member |
| 3. |
Mrs. Navneet Kaur, Non-Executive Director |
Member |
The Nomination and Remuneration Committee is in compliance with Section 178 of the
Companies Act 2013 and Regulation 19 of the SEBI Listing Regulations. The Company
Secretary shall act as the secretary of the Nomination and Remuneration Committee.
The scope and function of the Nomination and Remuneration Committee is in accordance
with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations and the terms of
reference, powers and role of our Nomination and Remuneration Committee are as follows:
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. 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: a) use the services of
an external agencies, if required; b) consider candidates from a wide range of
backgrounds, having due regard to diversity; and c) consider the time commitments of the
candidates.
3. formulation of criteria for evaluation of performance of independent directors and
the board of directors; 4. devising a policy on diversity of board of directors;
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
of directors their appointment and removal; 6. 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; 7. recommend to the board, all remuneration, in
whatever form, payable to senior management;
8. framing suitable policies and systems to ensure that there is no violation, by an
employee of any applicable laws in
India or overseas, including:
9. the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 or the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the
extent each is applicable; or 10. the Securities and Exchange Board of India (Prohibition
of Fraudulent and Unfair Trade Practices relating to the
Securities Market) Regulations, 2003;
11. evaluating the performance of the independent directors and on the basis of their
performance evaluation recommending the Board of Directors and the members of the Company
to extend or continue the term of appointment of the independent director; and
12. performing such other activities as may be delegated by the Board of Directors
and/or are statutorily prescribed under any law to be attended to by the Nomination and
Remuneration Committee.
As required under the SEBI Listing Regulations, the Nomination and Remuneration
Committee shall meet at least once a year, and the chairperson of the committee shall be
present at the annual general meetings to answer queries of the shareholders. The quorum
for each meeting of the said committee shall be either two members or one-third of the
members of the committee whichever is greater, including at least one independent director
in presence.
d. Internal Complaints Committee
An Internal Complaints Committee is constituted for our Company by the Board to look
into the matters concerning sexual harassment pursuant to resolution of the Board of
Directors dated December 13, 2023. The Board agreed for the appointment of two male
candidates as Members of the ICC since the Company has NIL number of female employees. The
Internal Complaints consists of the following members:
Sr. No. |
Name |
Status in the Committee |
Gender |
| 1. |
Mrs. Navneet Kaur |
Presiding Officer |
Female |
| 2. |
Mr. Biswanath Chatterjee |
Member (Employee) |
Male |
| 3. |
Mr. Anupam Naskar |
Member (Employee) |
Male |
| 4. |
Ms. Aditi Kohli |
External Member (Member of NGO) |
Female |
A complainant can approach any member of the committee with his/her written complaint.
Tenure
The President and other members of the committee shall hold office for such period, not
exceeding 3 (three) years, from the date of their nomination as may be specified by the
employer.
Scope
This policy is applicable to employees, workers, volunteers, probationer and trainees
including those on deputation, part time, contract, working as consultants or otherwise
(whether in the office premises or outside while on assignment). This policy shall be
considered to be a part of the employment contract or terms of engagement of the persons
in the above categories.
Where the alleged incident occurs to our employee by a third party while on a duty
outside our premises, the Company shall perform all reasonable and necessary steps to
support our employee.
What Constitutes Sexual HarassmentRs.
Sexual Harassment means such unwelcome sexually determined behaviour (directly or
through implication), like physical contact and advances by the employee(s) including:
1. A demand or request for sexual favours, sexually coloured remarks, showing
pornography, any other unwelcome physical conduct of sexual nature, lurid stares, physical
contact or molestation, stalking, sounds, display of pictures, signs;
2. Eve teasing, innuendos and taunts, physical confinement against one's will;
3. A demand or request for sexual favours, whether verbally or non-verbally, where the
submission to such conduct is made either explicitly or implicitly a term or condition of
an individual's employment or promotion / evaluation of work thereby denying an individual
equal opportunity at employment;
4. An act or conduct by a person in authority which makes the environment at workplace
hostile or intimidating to a person or unreasonably interferes with the individual's
privacy and productivity at work;
5. Verbal harassment of a sexual nature, such as lewd comments, sexual jokes or
references, and offensive personal references; demeaning, insulting, intimidating, or
sexually suggestive comments (oral or written) about an individual's personal appearance
or electronically transmitted messages (Jokes, remarks, letters, phone calls);
6. Any other behaviour which an individual perceives as having sexual overtones.
Redressal Mechanism:
Once the complaint is received by the Committee:
i. The person who is accused by the complainant will be informed that a complaint has
been filed against him (he will be made aware of the details of the allegation and also
the name of the complainant as it would be necessary for proper inquiry) and no unfair
acts of retaliation or unethical action will be tolerated.
ii. The complainant has the opportunity to ask for conciliation proceedings by having
communication with the accused in the presence of the Committee. Please note that in such
conciliation the complainant cannot demand monetary compensation.
iii. The Committee shall provide the copies of the settlement as recorded during
conciliation to the aggrieved employee and the respondent.
iv. If the matter has been settled by conciliation but the respondent is not complying
with the terms and conditions, the aggrieved party can approach the Committee for
Redressal.
v. The Committee will question both the complainant and the alleged accused separately.
If required, the person who has been named as a witness will need to provide the necessary
information to assist in resolving the matter satisfactorily.
vi. The Committee shall call upon all witnesses mentioned by both the parties.
vii. The Committee can ask for specific documents from a person if it feels that they
are important for the purpose of investigation.
viii. The complainant has the option to seek transfer or leave so that the inquiry
process can continue smoothly and to prevent recurrence of similar situations or
discomfort to the complainant. The leave can extend for a maximum period of 3 months.
Leave granted under this provision will be paid leave and will not be counted in the
number of leaves that the complainant is statutorily entitled to. The complainant may be
required to work from home, if it is practicable, keeping in mind the nature of work of
the complainant, health and mental condition. However, the complainant is under a good
faith obligation and shall not abuse the process to request unjustifiably long periods of
leave, keeping in mind the economic effects of the leave to the organization. The
Committee shall have the discretion to grant leave of an appropriate duration, depending
on the facts and circumstances of the case, or grant an alternate measure such as
transferring the employee or the accused, as it deems fit.
Where leave is granted to the complainant, the Committee shall make best attempts to
ensure speedy completion of the inquiry process and to minimize adverse economic
consequences to the Company arising out of the absence of the complainant from the
workplace.
i. The complainant and the accused shall be informed of the outcome of the
investigation. The investigation shall be completed within 3 months of the receipt of the
complaint. If the investigation reveals that the complainant has been sexually harassed as
claimed, the accused will be subjected to disciplinary action accordingly.
a. The report of the investigation shall be supplied to the employer (or the District
Officer), the accused and the complainant within 10 days of completion of the
investigation.
b. The employer or the District Officer will act on the recommendations of the
Committee within 60 days of the receipt of the report.
ii. The contents of the complaint made, the identity and addresses of the aggrieved
employee, respondent and witnesses, any information relating to conciliation and inquiry
proceedings, recommendations of the Internal Committee and the action taken by the
employer shall not be published, communicated or made known to the public, press and media
in any manner.
Any party aggrieved by the report can prefer an appeal in the appropriate Court or
Tribunal in accordance with the service rules within 90 days of the recommendation been
given to the employer / District Officer.
Disciplinary Action:
Where any misconduct is found by the Committee, appropriate disciplinary action shall
be taken against the accused. Disciplinary action may include transfer, withholding
promotion, suspension or even dismissal. This action shall be in addition to any legal
recourse sought by the complainant.
If it is found out through evidence by the Committee that the complainant has
maliciously given false complaint against the accused, disciplinary action shall be taken
against the complainant as well.
Regardless of the outcome of the complaint made in good faith, the employee lodging the
complaint and any person providing information or any witness, will be protected from any
form of retaliation. While dealing with complaints of sexual harassment, the Committee
shall ensure that the complainant or the witness are not victimized or discriminated
against by the accused. Any unwarranted pressures, retaliatory or any other type of
unethical behaviour by the accused against the complainant while the investigation is in
progress should be reported by the complainant to the Complaints Committee as soon as
possible. Disciplinary action will be taken by the Committee against any such complaints
which are found genuine.
This policy shall be disseminated to each employee of the Company as well as new
recruits who will have to acknowledge that they have read and understood the policy and
that they shall abide by the policy.
Our Key Managerial Personnel and Senior Management
In addition to our Managing Director and Non-Executive Director, whose details have
been provided under paragraph above titled ‘Brief Profile of our Directors',
set forth below are the details of our Key Managerial Personnel and Senior
Management as on the date of filing of this Draft Prospectus:
Mr. Jagjit Singh Dhillon - Managing Director and Chief Financial Officer of the
Company: For details, see "Brief
Profile of our Director", see "Our Management" chapter beginning on page
117 of this Draft Prospectus.
Mr. Harbhajan Singhthethi - Whole Time Director
For details, see "Brief Profile of our Director", see "Our
Management" chapter beginning on page 117 of this Draft Prospectus.
Ms. Heenal Hitesh Rathod - Company Secretary & Compliance Officer: Ms. Heenal
Hitesh Rathod, aged 24 years is the Company Secretary and Compliance Officer of our
Company. She is appointed as Company Secretary and Compliance Officer of our Company at
the meeting of the Board of Directors with effect from December 7, 2023. She is an
Associate Member of Institute of Company Secretaries of India having Membership No. A70585
Term of Office with expiration |
Appointed as Company Secretary & Compliance Officer with effect from |
Date |
December 7, 2023. |
Details of service contract |
Not Applicable |
Function and areas of experience |
Responsible for complying with provisions, regulations, acts applicable
to the company. |
All our Key Managerial Personnel and Senior Management are permanent employees of our
Company.
Relationship of Key Managerial Personnel and Senior Management with our Directors,
Promoters and / or other Key Managerial Personnel and Senior Management
Except as disclosed under the heading "Relationship between our Directors"
herein above, none of the key managerial personnel and senior management are related to
each other or to our Promoters or to any of our Directors.
Shareholding of the Key Managerial Personnel and Senior Management
Except as disclosed in "Shareholding of our Directors" none of our
KMPs holds any Equity Shares of our Company as on the date of filing of this Draft
Prospectus.
Bonus or Profit Sharing Plan for our Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and Senior Management is a party to any bonus or
profit-sharing plan.
Payment or benefit to Key Managerial Personnel and Senior Management of our Company
Except as disclosed in this Draft Prospectus, no amount or benefit has been paid or
given within two preceding years or is intended to be paid or given to any of the Key
Managerial Personnel and Senior Management except the normal remuneration for services
rendered by them. Additionally, there is no contingent or deferred compensation payable to
any of our Key Managerial Personnel and Senior Management.
Interest of Key Managerial Personnel and Senior Management
Except as disclosed in this Draft Prospectus, none of our Key Managerial Personnel's
and Senior Managements have any interest in our Company other than to the extent of the
remuneration, equity shares held by them or benefits to which they are entitled to as per
their terms of appointment and reimbursement of expenses incurred by them during the
ordinary course of business.
Further, there is no arrangement or understanding with the major shareholders,
customers, suppliers or others, pursuant to which any of our Key Managerial Personnel and
Senior Management have been appointed.
Changes in Key Managerial Personnel and Senior Management in the Last Three Years
Set forth below, are the changes in our Key Managerial Personnel and Senior Management
in the last three years immediately preceding the date of filing of this Draft Prospectus:
Name |
Designation |
Date of Appointment/ change |
Reason |
| Heenal Hitesh Rathod |
Company Secretary and Compliance Officer |
December 7, 2023 |
Appointment |
| Jagjit Singh Dhillon |
Chief Financial Officer |
December 7, 2023 |
Appointment |
| Jagjit Singh Dhillon |
Managing Director |
December 9, 2023 |
Appointment |
| Harbhajan Singhthethi |
Whole Time Director & Chairman |
December 9, 2023 |
Appointment |
The attrition of the key management personnel and Senior Management is as per the
industry standards.
Employees' Stock Option Plan
As on date of this Draft Prospectus, our Company does not have any employee stock
option plan or purchase schemes for our employees.
Loans taken by Directors / Key Management Personnel and Senior Management
Our Company has not granted any loans to the Directors and/or Key Management Personnel
and Senior Management as on the date of this Draft Prospectus.
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