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Details of Board Committees


Audit Committee

The Audit Committee comprises of Mr. Satish Ajmera as Chairman, Mr. G.M. Dave, Mr. K. K. Barjatya being Independent Directors, and Mr. H.C.Tandon is in compliance with the Regulation 18 of SEBI (LODR) Regulation, 2015.


TERMS OF REFERENCE

The Terms of Reference of this Committee covers the matters specified for Audit Committee under Regulation 18 0f SEBI (LODR) Regulation, 2015 as well as in Section 177 of the Companies Act, 2013. The names of the members of the Audit Committee are as under:

 Name of the Director

 Status

Mr. Satish Ajmera

Non-executive/ Independent Director  - Chairman

Mr. K. K. Barjatya

Non-executive/ Independent Director

Mr. G. M. Dave

Non-executive/ Independent Director

Mr. H.C.Tandon

Managing  Director & CEO


Stakeholders Relationship Committee 


The existing Shareholders’/Investors’ Grievance Committee has been renamed as "Stakeholders Relationship Committee” by the Board of Directors at its meeting held on 30th May, 2014 in compliance to provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 20 of SEBI (LODR Regulation, 2015. This committee comprising of four members, 2 (Two) Non Executive (Promoter Director) and 2 (Two) Non-Executive- Independent Directors. Mr. Satish Ajmera, Non-Executive and Independent Director is the Chairman of this Committee. The names of the members of the Stakeholders Relationship Committee are as under:

 Name of the Director

 Status

Mr. Satish Ajmera

Non-executive/ Independent Director  - Chairman

Mr. A. K. Patni

Non-executive/ Promoter Director

Mr. G. K. Patni

Non-executive/ Promoter Director

Mr. K. K. Barjatya

Non-executive/ Independent Director



Nomination and Remuneration Committee


The Compensation and Remuneration Committee was set up on 28thJuly, 2007, by merging the Compensation Committee with Remuneration Committee. The Board of Directors at its meeting held on 21st May, 2014 amended and altered the nomenclature of this existing committee to "Nomination and Remuneration Committee” in compliance to provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of SEBI (LODR Regulation, 2015. This committee comprising of three Independent Directors namely Mr. G. M. Dave is the Chairman of the Committee, Mr. Satish Ajmera, and Mr. K. K. Barjatya and one Promoter Director Mr.A. K. Patni.

The role of the Committee is
  • Formulating the criteria for determining the qualifications, positive attributes and independence of Directors and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
  • Formulation of criteria for evaluation of Independent Directors and the Board;
  • Devising a policy on Board diversity;
  • 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. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.  
  • Reviewing succession plans for senior management.
  • To determine/review the Company’s policy on specific remuneration packages for Executive/Managing Director/Whole-time Directors of the Company and also;
  •  To review the overall compensation structure and policies of the Company to attract, motivate and retain employees as well as to consider grant of stock options to permanent employees of the Company, its Directors (including Whole-time Directors) of the Company.

The Nomination and Remuneration Committee comprises of the following Directors:

Name of the Director

Status

Mr. K. K. Barjatya

Non-executive/ Independent Director

Mr. G. M. Dave

Non-executive/ Independent Director - Chairman

Mr. Satish Ajmera

Non-executive/ Independent Director

Mr. A. K. Patni

Non-executive/ Promoter Director


Corporate Social Responsibility Committee (CSR Committee)


Pursuant to the provision of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee.

Activities prescribed under Schedule VII of the Companies Act, 2013, that may include by the Company in its CSR policy such as :-
  • Eradicating extreme hunger and poverty;
  • Promotion of education;
  • Promoting gender equality and empowering women;
  • Reducing child mortality and improving maternal health;
  • Combating human immunodeficiency virus acquired immune deficiency syndrome, malaria and other diseases;
  • Ensuring environmental sustainability;
  • Employment enhancing vocational skills;
  • Social business projects;
  • Contribution to the prime minister's national relief fund or any other fund set up  by the central government or the state governments for socio-economic development and relief and funds for the welfare of the scheduled castes, the scheduled tribes, other backward classes, minorities and women; and
  • Such other matters as may be prescribed

The CSR Committee comprises of the following Members:

 Name of the Director

 Status

Mr. G. K. Patni

Non-executive/ Promoter Director  - Chairman

Mr. A. K. Patni

Non-executive/ Promoter Director

Mr. G. M. Dave

Non-executive/ Independent Director

Mr. H. C. Tandon

Managing  Director & CEO


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