The provisions of the SME Listing Agreement to be entered into with BSE with respect to corporate governance and the SEBI (ICDR) Regulations, 2009 in respect of corporate governance will be applicable to our Company immediately upon the listing of our Company's Equity Shares on the SME Platform of BSE Limited. Our Company undertakes to adopt the Corporate Governance Code as per Clause 52 of the SME Listing Agreement to be entered into with the BSE Limited on listing.

The requirements pertaining to broad basing of the Board of Directors and the constitution of the committees such as the Audit Committee, Shareholders'/ Investors' Grievance Committee and Nomination & Remuneration Committees have already been complied with. Our Board of Directors consists of 4 directors of which 2 are Non-Executive Independent Directors (as defined under Clause 52), which constitutes 50% of the Board of Directors, which is in compliance with the requirements of Clause 52. Our Company has already constituted the following committees:

Audit Committee :


Our Company has formed the Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and Clause 52 of the Listing Agreement to be entered with Stock Exchange, vide resolution passed in the meeting of the Board of Directors held on 2nd March, 2015.. The constituted Audit Committee comprises following members and the committee shall meet at least 4 times a year:
Name of the Director Status in Committee Nature of Directorship
Mr. Dinesh Kumar Agarwal Chairman Non-Executive -Independent Director
Mr. Debasish Basak Member Non-Executive -Independent Director
Mr. Pankaj Agrawal Member Executive Director
The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to accounts. The scope and function of the Audit Committee and its terms of reference shall include the following:
  • Tenure : The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.
  • Meetings of the Committee : The committee shall meet at least four times in a year and not more than four months shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two Independent members at each meeting. Meeting of the Audit Committee shall be called by at least seven day's notice in advance.
  • Role and Powers : The Role of Audit Committee together with its powers shall be as under:

    • The recommendation for appointment, remuneration and terms of appointment of auditors of the company.
    • Review and monitor the auditor's independence and performance and effectiveness of audit process.
    • Examination of the financial statement and the auditor's report thereon.
    • Approval or any subsequent modification of transactions of the company with related parties.
    • Scrutiny of inter-corporate loans and investments.
    • Valuation of undertakings or assets of the company, wherever it is necessary.
    • Evaluation of internal financial contrils and risk management system.
    • Monitoring the end use of funds raised through public offers and related matters.
    • To investigate any activity within its terms of reference.
    • To seek information from any employee.
    • To obtain outside legal or other professional advice.
    • To secure attendance of outsiders with relevant expertise, if it considers necessary.
    • Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.
    • Recommending the appointment, and removal of external auditors, fixation of audit fee and also approval for payment of any other services.
    • Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
      • The Board's report under sub-section (3) of section 134 shall disclose the composition of an Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such report along with the reasons therefor.
      • Changes, if any, in accounting policies and practises and reasons for the same.
      • Major accounting entries involving estimates based on the exercise of judgement by management.
      • Significant adjustments made in the financial statements arising out of audit findings
      • Compliance with listing and other legal requirements relating to financial statements.
      • Disclosure of any related party transactions.
      • Qualifications in the draft audit report
      • Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956 or Section 134 of the Companies Act, 2013.
    • Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
    • 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.
    • Discussion with internal auditors any significant findings up there on.
    • 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.
    • Discussion with internal auditors any significant findings up there on.
    • 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.
    • To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders, (in case of non payment of declare dividends) and creditors.
    • To review the functioning of the Whistle Blower mechanism, in case if the same is existing.
    • Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
    • Carrying out any other function as mentioned in the terms of reference of the Audit Committee.
    • Mandatorily reviews 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
      • The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee
      • Review the Financial Statements of its Subsidiary company, if any.
      • Review the composition of the Board of Directors of its Subsidiary Company, if any.
      • Review the use/application of funds raised through an issue (public issues, right issues,preferential issues etc) on a quarterly basis as a part of the quarterly declaration of financial results. Further, review on annual basis statements prepared by the Company for fund utilized for purposes other than those stated in the offer document.
In addition, to carry out such other functions/powers as may be delegated by the Board to the Committee from time to time.
Shareholder's / Investors' Grievance Committee


Our Company has formed the Shareholders / Investors Grievance Committee vide Resolution of the Board of Director dated 2nd March, 2015. The constituted Shareholders / Investors Grievance Committee comprises following the Chairman and members:
Name of the Director Status in Committee Nature of Directorship
Mr. Dinesh Kumar Agarwal Chairman Non-Executive -Independent Director
Mr. Debasish Basak Member Non-Executive -Independent Director
Mrs. Tanima Mondal Member Non-Executive Director
The Company Secretary of our Company shall act as a Secretary to the Shareholders / Investors Grievance Committee. The scope and function of the Shareholders / Investors Grievance Committee and its terms of reference shall include the following:
Tenure & Meetings:


The Shareholders'/Investors' Grievance Committee shall meet at least at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.
Terms of Reference:
  • The Shareholders / Investors Grievance Committee of our Board look into:
  • Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.
  • Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc. and
  • Review the process and mechanism of redressal of shareholders/Investors grievance and suggest measures of improving the system of redressal of shareholders/Investors grievances.
  • Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with company or any officer of the company arising out in discharge of his duties.
  • Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.
  • Oversee the implementation and compliance of the code of conduct adopted by the company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India(Probation of Insider Trading) Regulations, 1992 as amended from time to time.
  • Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted meeting.
  • Carrying out any other function contained in the equity listing agreements as and when amended from time to time.
Nomination and Remuneration Committee:
Our Company has formed the Remuneration Committee vide Resolution of the Board of Directors dated 2nd March, 2015. The Remuneration Committee comprises following Chairman and the members:
Name of the Director Status in Committee Nature of Directorship
Mr. Dinesh Kumar Agarwal Chairman Non-Executive -Independent Director
Mr. Debasish Basak Member Non-Executive -Independent Director
Mrs. Tanima Mondal Member Non-Executive Director
The Company Secretary of our Company shall act as a Secretary to the Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:
  • Tenure :The Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.
  • Meeting :The committee shall meet as and when the need arise for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. Meeting of the Remuneration Committee shall be called by at least seven day's notice in advance.
  • Terms of Reference :
    • The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.
    • Relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and
    • 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.
Policy on Disclosures and Internal Procedure for Prevention of Insider Trading
The provisions of Regulation 12(1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable to our Company immediately upon the listing of its Equity Shares on the SME Platform of BSE Limited. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 1992 on listing of Equity Shares on stock exchanges. Further, Board of Directors at their meeting held on December 26, 2014 have approved and adopted the policy on insider trading in view of the proposed public issue.

Ms. Ritika Vidyasaria, Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the Board.