COMPANY'S PHILOSOPHY ON CORPORATE GOVERANCE
The company had established a code of governance
based on transparency and accountability. For Raj Agro Mills Limited, Good
Corporate Governance means adoption of best practices to ensure that the
Company operates not only within the regulatory framework, but is also guided
by broader business ethics. The adoption
of such corporate practices- based on the transparency and proper disclosures –
ensures accountability of the persons in charge of the Company and brings
benefits to investors, customers, creditors, employees and the society at
large.
BOARD OF DIRECTORSCOMPOSITION
The Company has
a strong and broad-based Board consisting of four Directors with adequate blend
of professionals, executive, non-executive and independent Directors. The Composition of the Board of Directors
comprises of eminent and distinguished personalities, one of which is executive
Director and three are non-executive Directors. Majority of Directors on the
Board are independent.
COMMITTEE(S) OF THE BOARD
The Board of Directors has the
following committees with adequate delegation of powers to discharge the
affairs of the Company.
(i)
AUDIT
COMMITTEE
The objectives of
Audit Committee is to monitor, supervise and effective management of company’s
finance, to ensure effective internal financial controls and risk management
systems with high level of transparency and accuracy. The committee consists of
three non executive and independent directors. One of independent directors is the
Chairman of committee.
The terms of reference of Audit
Committee includes the matters specified in section 177 of the Companies Act,
2013 as well as Clause 49 of the listing agreement with stock exchanges.
(ii)
Nomination and Remuneration Committee
The Nomination
& Remuneration Committee of the Company has formulated the Nomination &
Remuneration Policy on Director appointment and remuneration including the
criteria for determining qualification positive attributes independence of a
director and other matters as provided under section 178(3) of the Companies Act,
2013.
Although the company pays nothing to
its whole time directors but the committee had its meeting as and when required
as to propose appoint/re-appoint of whole time directors and Key Managerial
Personnel and remuneration of KMPs. The committee consists of only non
executive and independent directors.
(iii)
Stakeholders Relationship cum Investor
Grievance Re-dressal Committee
As a measure of good Corporate
Governance and to focus on the Shareholder's grievances towards strengthening
investor relations, Stakeholders Relationship cum Investor
Grievance Re-dressal Committee, as a Sub-Committee of the Board is there for
specifically look into the following matters.
a. Transfer, Transmission of Shares.
b. Dematerialisation/Rematerialisation of shares
c. Replacement of lost/stolen/mutilated share
certificate(s) etc.
d. Investor Grievances.
The committee consists of only non executive and
independent directors.