Page 85 - Arvind 2024
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     Corporate Overview
Statutory Reports
Financial Statements
The details of the familiarization programme imparted to independent directors can be accessed at the following Web-link: https://www.arvindsmartspaces.com/wp-content/uploads/2024/04/Familiarization- Programmes-imparted-Independent-Directors-2.pdf
2.10 Prohibition of Insider Trading Code:
In terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated and adopted a Code of Conduct for Prohibition of Insider Trading, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Policy on procedures to be followed while conducting an inquiry in the event of leak or suspected leak of Unpublished Price Sensitive Information.
The codes viz. “Code of Conduct for Prohibition of Insider Trading” and the “Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information” allows the formulation of a trading plan subject to certain conditions and requires pre-clearance for dealing in the Company’s shares. It also prohibits the purchase or sale of Company’s shares by the Designated Persons, while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
Chief Financial Officer is responsible for implementation of the Code.
All Directors, designated employees/persons and connected persons have affirmed compliance with the code.
2.11 Committees of the Board:
The Board of Directors has constituted 6 (six) committees of the Board viz.
ƒ Audit Committee
ƒ Nomination and Remuneration Committee
ƒ Stakeholders’ Relationship Committee
ƒ Risk Management Committee
ƒ Corporate Social Responsibility Committee
ƒ Management Committee
The Board determines the terms of reference of these Committees from time to time. Meetings of these Committees are convened by the respective Committee Chairman/Company Secretary. At each Board Meeting, minutes of these Committee Meetings are placed before the Directors for their perusal and noting.
3. AUDIT COMMITTEE
The Board of Directors of the Company has constituted the Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Audit Committee of the Company comprises of 4 (four) members out of which 3 (three) members are Non-Executive Independent Directors. Mr. Pratul Shroff, an Independent Director, acts as Chairman of the Committee. The Committee members are having requisite experience in the fields of Finance, Accounts and Management. The Chief Financial Officer, Internal Auditor and representatives of Statutory Auditors are the permanent invitees to Audit Committee meetings and the Company Secretary acts as the Secretary of the Audit Committee.
The brief terms of reference and composition of committee are as follows:
3.1 Brief description of the terms of reference:
1. 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;
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;
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