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
three (3) and not more than fifteen (15). As on date of this Draft Red Herring Prospectus,
we have five (5) Directors on our Board, which includes two (2) Managing Directors, one
(1) Non-Executive Director, who is also the woman director of our Company and two (2)
Independent Directors. Set forth below, are details regarding our Board as on the date of
this Draft Red Herring Prospectus:
Name, DIN, Date of Birth, Designation,
Address, Age Occupation, Term, Period of Directorship and (years) Nationality |
Other Directorships |
Tarun Gandhi 38 |
Companies |
|
Nil |
DIN: 07854699 |
|
|
Limited Liability Partnerships |
Date of Birth: May 23, 1985 |
|
|
1) Amderma Healthcare LLP; and |
Designation: Chairman and Managing
Director |
2) Ayodhya Heritage Developers LLP. |
Address: Flat No. 201, Siddhachal
Residency 59/4, 7th |
|
Main, 3rd Block,
Tyagarajanagar, Banashankari, Bengaluru |
|
560 070, Karnataka, India. |
|
Occupation: Business |
|
Term: A period of three (3) years
with effect from January |
|
27, 2024 to January 26, 2027. |
|
Period of Directorship : Director
since incorporation |
|
Nationality: Indian |
|
Anand Gandhi 39 |
Companies |
|
Nil |
DIN: 07854706 |
|
|
Limited Liability Partnerships |
Date of Birth: April 27, 1984 |
|
|
1) Amderma Healthcare LLP; and |
Designation: Managing Director |
2) Ayodhya Heritage Developers LLP. |
Address: 59/6 - 1/2, Siddachal
Residency, 3rd Block, 7th |
|
Main Road, TR Nagar, Tyagarajanagar,
Banashankari, |
|
Bengaluru 560 070, Karnataka,
India. |
|
Occupation: Business |
|
Term: A period of three (3) years
with effect from January |
|
27, 2024 to January 26, 2027. |
|
Period of Directorship : Director
since incorporation |
|
Nationality: Indian |
|
Rekha Jagadish 44 |
Companies |
|
Nil |
DIN: 10443391 |
|
|
Limited Liability Partnerships |
Date of Birth: March 27, 1979 |
|
|
Nil |
Designation: Non-Executive Director |
|
Address: No. 6 (Old No. 26), P M
Basappa Layout, K G |
|
Nagar, Bangalore, South Gaviopuram
Extension, |
|
Bangalore 560 019, Karnataka,
India. |
|
Occupation: Professional |
|
Term: Liable to retire by rotation |
|
Period of Directorship: Director
since December 28, 2023 |
|
Nationality: Indian |
|
Sambhav Mehta 30 |
Companies |
|
Nil |
DIN: 10442877 |
|
|
Limited Liability Partnerships |
Date of Birth: June 10, 1993 |
|
|
Nil |
Designation: Independent Director |
|
Address: No.686, Madhu Villa, 2nd
Cross, 1st Stage, |
|
Banashankari, Near Kumaraswamy Temple,
Ashok Nagar, |
|
Banashankari, Bangalore 560 050,
Karnataka, India. |
|
Occupation: Professional |
|
Term: A period of five (5) years
with effect from January |
|
27, 2024, not liable to retire by
rotation. |
|
Period of Directorship: Director
since January 04, 2024 |
|
Nationality: Indian |
|
Sagar Goutam Nahar 32 |
Companies |
|
Nil |
DIN: 10475550 |
|
|
Limited Liability Partnerships |
Date of Birth: December 17, 1991 |
|
|
Nil |
Designation: Independent Director |
|
Address: Flat No. T 2, Arjun Sagar
Residency 1/3, 13th |
|
Cross, West of Kariyappa Road, Jayanagar 7th
Block, |
|
Banashankari II Stage, Bangalore
560 070, Karnataka, |
|
India. |
|
Occupation: Professional |
|
Term: A period of five (5) years
with effect from January |
|
27, 2024, note liable to return by
rotation. |
|
Period of Directorship : Director
since January 27, 2024 |
|
Nationality: Indian |
|
Brief Biographies of our Directors
Tarun Gandhi, aged 38 years, is the Promoter, Chairman and Managing Director of our
Company. He holds a bachelor's degree in commerce (advanced financial accounting and
management accounting) with honours from Bangalore University. In the past, he was
associated with M/s. Amwill Healthcare in the capacity of pharmaceutical business manager,
and was heading the purchase, accounts and financing division. Subsequent to the transfer
of business of M/s. Amwill Healthcare to our Company, he was appointed as the Director of
our Company, since its incorporation. He was responsible for overseeing the finance,
accounts and business development of our Company. He has been designated as the Managing
Director of our Company with effect from January 27, 2024. He is also a partner in Amderma
Healthcare LLP, Ample Pharma and Ayodhya Heritage Developers LLP. He holds experience of
more than a decade in financial management, accounts management and business development.
Presently, he heads the product development, business development and finance and accounts
divisions of our Company. Anand Gandhi, aged 39 years, is the Promoter and Managing
Director of our Company. He holds a bachelor's and master's degree in pharmacy
(pharmaceutics) with honours from Rajiv Gandhi University of Health Sciences, Karnataka.
He was the proprietor of M/s. Amwill Healthcare, and was responsible for overseeing the
marketing and sales division of the proprietorship. Subsequent to the transfer of business
of M/s. Amwill Healthcare to our Company, he was appointed as the Director of our Company,
since its incorporation. He has been designated as the Managing Director of our Company
with effect from January 27, 2024. He is also a partner in Amderma Healthcare LLP, Ample
Pharma and Ayodhya Heritage Developers LLP. He holds experience of more than a decade in
brand placement, marketing and sales and enhancing product visibility in the dermatology
segment of the pharmaceutical industry. Presently, he heads the marketing and sales,
dermatologist relations divisions of our Company. Rekha Jagadish aged 44 years, is
a Non- Executive Director of our Company. She holds a bachelor's degree in dental surgery
from Rajiv Gandhi University of Health Sciences. She also holds a master's degree in
dental surgery (periodontics) from Rajiv Gandhi University of Health Sciences, Karnataka.
She has been associated with Rajya Vokkaligara Sangha Dental College & Hospital in the
capacity of a reader in their periodontics department. She is the sole proprietor of Skin
Care Pharma, which is engaged in the business of trading of pharmacy products, including
dermatology products. She is also associated with Roots Associates, in the capacity of its
partner, which is engaged in the business of organizing conferences and seminars for
various sectors. She has experience of more than a decade as a medical professional and a
lecturer. She has been associated with our Company since December 28, 2023. Sambhav
Mehta, aged 31 years, is an Independent Director of our Company. He holds a bachelor's
degree in commerce from Jain University. He attended School of Commerce and Management
Studies, Jain University to pursue a certified program in general management from Jain
University. He is currently pursuing LLB from BMS College of Law, Karnataka State Law
University. He is a fellow member of the Institute of Chartered Accountants of India
("ICAI"), and also holds a certificate of practice issued by ICAI. He is
also associated with MGIRT & Co, Chartered Accountants. In the past, he was associated
with Ernst & Young LLP in the capacity of a senior consultant in tax practice. He has
more than five years of experience in taxation and accounting. He has been associated with
our Company since January 04, 2024. Sagar Goutam Nahar, aged 33 years, is an
Independent Director of our Company. He holds a bachelor's degree in arts and a bachelor's
degree in law from Karnataka State Law University, Hubbali. He is enrolled as an advocate
with the Karnataka State Bar Council and the Bar Council of India and has an experience of
more than five years. He has been associated with our Company since January 27, 2024.
As on the date of the Draft Red Herring Prospectus
A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or
Fraudulent Borrowers. B. Neither Promoters nor persons forming part of our Promoter Group,
our directors or persons in control of our
Company or our Company are debarred from accessing the capital market by SEBI.
C. None of the Promoters, Directors or persons in control of our Company, has been or
is involved as a promoter, 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. D. None of our Directors are/were director of any company
whose shares were delisted from any stock exchange(s) during his/her tenure. E. None of
Promoters or Directors of our Company are a fugitive economic offender.
F. None of our Directors are/were director of any company whose shares were suspended
from trading by stock exchange(s) or under any order or directions issued by the stock
exchange(s)/ SEBI/ other regulatory authority in the last five years. G. In respect of the
track record of the directors, there have been no criminal cases filed or investigations
being undertakenwith regard to alleged commission of any offence by any of our directors
and none of our directors have been charge- sheeted with serious crimes like murder, rape,
forgery, economic offence.
Relationship between our Directors
Except for Anand Gandhi who is the brother of Tarun Gandhi, none of our Directors are
related to each other.
Arrangements and Understanding with Major Shareholders
None of our Key Managerial Personnel, Senior Management or Directors have been
appointed pursuant to any arrangement or understanding with our major shareholders,
customers, suppliers or others pursuant to which any of the directors was selected as a
director or member of senior management.
Payment or Benefit to officers of our Company
Except as stated otherwise in this Draft Red Herring Prospectus and any statutory
payments made by our Company, no non-salary amount or benefit has been paid, in two
preceding years, or given or is intended to be paid or given to any of our Company's
officers except remuneration of services rendered as Directors, officers or employees of
our Company.
Service Contracts
Other than the statutory benefits that the KMPs are entitled to, upon their retirement,
Directors and the Key Managerial Personnel of our Company have not entered into any
service contracts pursuant to which they are entitled to any benefits upon termination of
employment or retirement.
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.
Our Company has, pursuant to a resolution passed by the Shareholders at an extra ordinary
general meeting held on December 29, 2023, authorised our Board to borrow from time to
time, any sum or sums of monies which together with the monies already borrowed by our
Company (apart from temporary loans obtained or to be obtained from our Company's bankers
in the ordinary course of business) may exceed the aggregate of the paid up capital of our
Company and its free reserves provided that the total amount so borrowed by the Board
shall not at any time exceed 2,500.00 lakhs or the aggregate of the paid up capital and
free reserves of our Company, whichever is higher.
Terms of appointment and remuneration of our Managing Directors
Anand Gandhi
Pursuant to a resolution passed by the Board of Directors at the meeting held on
January 25, 2024 and approved by the Shareholders of our Company at an EGM held on January
27, 2024, Anand Gandhi was designated as the Managing Director of our Company for a period
of three (3) years with effect from January 27, 2024 along with the terms of remuneration,
in accordance with Sections 196, 197, 203 and Schedule V and other relevant provisions of
the Companies Act, 2013 read with the rules prescribed thereunder. The terms and
conditions approved by the Board of Directors and the Shareholders have been summarised
below:
Basic Salary |
37.20 lakhs per annum |
Perquisites |
The Managing Director is entitled to the
following perquisites: |
|
(a) Conveyance Allowance: 18.00 lakhs per
annum |
|
(b) Employer's Provident Fund: 4.46 lakhs
per annum |
|
(c) Medical Allowance: 6.00 lakhs per
annum |
|
(d) Other Allowance: 29.10 lakhs per annum |
Minimum |
The Managing Director shall be entitled to
minimum remuneration prescribed under Sections 196, |
Remuneration |
197, 203 and Schedule V and other relevant
provisions of the Companies Act, 2013 read with the |
|
rules prescribed thereunder. |
Tarun Gandhi
Pursuant to a resolution passed by the Board of Directors at the meeting held on
January 25, 2024 and approved by the Shareholders of our Company at the EGM held on
January 27, 2024, Tarun Gandhi was designated as the Managing Director of our Company for
a period of three (3) years with effect from January 27, 2024 along with the terms of
remuneration, in accordance with Sections 196, 197, 203 and Schedule V and other relevant
provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms
and conditions approved by the Board of Directors and the Shareholders have been
summarised below:
Basic Salary |
37.20 lakhs per annum |
Perquisites |
The Managing Director is entitled to the
following perquisites: |
|
(a) Conveyance Allowance: 18.00 lakhs per
annum |
|
(b) Employer's Provident Fund: 4.46 lakhs
per annum |
|
(c) Medical Allowance: 6.00 lakhs per
annum |
|
(d) Other Allowance: 29.10 lakhs per annum |
Minimum |
The Managing Director shall be entitled to
minimum remuneration prescribed under Sections 196, |
Remuneration |
197, 203 and Schedule V and other relevant
provisions of the Companies Act, 2013 read with the |
|
rules prescribed thereunder. |
Remuneration details of our Directors
(i) Remuneration of our Executive Directors
The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2024
is as follows:
S. No. |
Name of the Director |
Remuneration ( in lakhs) |
1. |
Anand Gandhi |
94.77 |
2. |
Tarun Gandhi |
94.77 |
Our Executive Directors were not paid sitting fee in Fiscal 2024 for attending meetings
of the Board of Directors and its committees.
(ii) Sitting fee details of our Independent Directors and Non-Executive Directors
S. No. |
Name of the Director |
Remuneration |
1. |
Rekha Jagadish* |
Nil |
2. |
Sambhav Mehta* |
Nil |
3. |
Sagar Goutam Nahar* |
Nil |
*Rekha Jagadish was appointed as the Non-Executive Director with effect from December
28, 2023 and Sambhav Mehta and Sagar Goutam Nahar were appointed as the Independent
Directors of our Company with effect from January 4, 2024 and January 27, 2024,
respectively, and therefore have not received any sitting fee during the Fiscal 2023.
Our Board of Directors in their meeting held on January 27, 2024 have fixed 10,000/- as
sitting fee for Independent Directors and Non-Executive Directors, for attending meetings
of the Board of Directors and its committees.
Payment or benefit to Directors of our Company
Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been
paid or given within the two preceding years or is intended to be paid or given to any of
the Executive Directors except the normal remuneration for services rendered as a Director
of our Company. Additionally, there is no contingent or deferred compensation payable to
any of our Directors.
Remuneration paid to our Directors by our Subsidiary
As on the date of this Draft Red Herring Prospectus, our Company does not have a
subsidiary.
Loans to Directors
There are no loans that have been availed by the Directors from our Company that are
outstanding as on the date of this Draft Red Herring Prospectus.
Shareholding of Directors in our Company
Except as stated below, none of our Directors holds any Equity Shares of our Company as
on the date of filing of this Draft Red Herring Prospectus:
Sr. No. |
Name of Director |
Number of Equity Shares |
% of the pre-Offer Equity Share
Capital |
1) |
Tarun Gandhi |
63,28,920 |
40.57 |
2) |
Anand Gandhi |
63,28,920 |
40.57 |
Our Articles of Association do not require our Directors to hold any qualification
Equity Shares in the Company.
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. Our Managing
Directors, Tarun Gandhi and Anand Gandhi have received professional fee during the nine
month period ended December 31, 2023 and the Financial Years ended March 31, 2023, March
31, 2022 and March 31, 2021, for empanelling medical experts and doctors, for the purpose
of advising on the products proposed to be developed by our Company. Further, Bhavya
Gandhi, the sister of our Managing Directors, Anand Gandhi and Tarun Gandhi, has received
professional fee during the nine month period ended December 31, 2023 and the Financial
Year ended March 31, 2023, for offering financial and accounting consultancy to our
Company. 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 Offer. Except as disclosed in "Financial Information"
and "Our Promoters and Promoter Group" beginning on Page Nos. 181 and
175, respectively of this Draft Red Herring Prospectus, our Directors are not interested
in any other company, entity or firm. Except as stated in "Restated Financial
Information Note 30 - Related party disclosures" from the chapter titled
"Restated Financial Information" on Page No. 181 of this Draft Red
Herring Prospectus, our Directors do not have any other interest in the business of our
Company.
Interest as to property
Except as mentioned in "Our Business - Land and Property" and "Restated
Financial Information Note 30 - Related party disclosures" from the
chapter titled "Restated Financial Information" on Page No. 181 of this
Draft Red Herring Prospectus, our Directors do not have any interest in any
property acquired or proposed to be acquired by our Company.
Bonus or Profit Sharing Plan for our Directors
None of our Directors are a party to any bonus or profit sharing plan.
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.
Name of Director |
Date of Appointment |
Date of Cessation |
Reasons for Change/ Appointment |
Rekha Jagadish |
December 28, 2023* |
- |
Appointed as a Non-Executive (Additional) |
|
|
|
Director |
Anand Gandhi |
January 27, 2024 |
- |
Change in designation to Managing Director |
Tarun Gandhi |
January 27, 2024 |
- |
Change in designation to Managing Director |
Sambhav Mehta |
January 04, 2024^ |
- |
Appointed as an Independent (Additional) |
|
|
|
Director |
Sagar Goutam Nahar |
January 27, 2024^^ |
- |
Appointed as Independent Director |
^The appointment of Sambhav Mehta was regularised by the Shareholders in the EGM held
on January 27, 2024. ^^The appointment of Sagar Goutam Nahar was regularised by the
Shareholders in the EGM held on January 27, 2024
Management Organization 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 Red Herring
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; and d) Corporate Social
Responsibility Committee. Details of each of these committees are as follows:
AUDIT COMMITTEE
The Audit Committee was constituted vide Board resolution dated March 4, 2024
pursuant to Section 177 of the Companies Act, 2013. As on the date of this Draft Red
Herring Prospectus, the Audit Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Sambhav Mehta |
Chairman |
Non-Executive Independent Director |
Sagar Nahar |
Member |
Non-Executive Independent Director |
Tarun Gandhi |
Member |
Chairman and Managing Director |
Our Company Secretary and Compliance Officer acts as the secretary of the Company.
The scope of the Audit Committee shall include but shall not be restricted to the
following:
The scope of Audit Committee shall include but shall not be restricted to thefollowing:
The Audit Committee shall be responsible for, among other things, as may be required by
the stock exchange from time to time, the following:
A. Powers of Audit Committee
The Audit Committee shall have powers, including the following: 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;
4. to secure attendance of outsiders with relevant expertise, if it considers
necessary; and
5. such other powers as may be prescribed under the Companies Act and SEBI Listing
Regulations.
Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of financial reporting process and the disclosure of financial
information relating to the Company to ensure that the financial statements are correct,
sufficient and credible; (2) recommendation for appointment, re-appointment, replacement,
remuneration and terms of appointment of auditors of the Company and the fixation of the
audit fee; (3) approval of payment to statutory auditors for any other services rendered
by the statutory auditors; (4) formulation of a policy on related party transactions,
which shall include materiality of related party transactions; (5) reviewing, at least on
a quarterly basis, the details of related party transactions entered into by the Company
pursuant to each of the omnibus approvals given; (6) examining and 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. Modified opinion(s) in the draft
audit report.
(7) reviewing, with the management, the quarterly, half-yearly and annual financial
statements before submission to the Board for approval;
(8) 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 utilised for purposes other than those stated in the Issue document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the board
of directors of the Company (the "Board" or "Board of Directors")
to take up steps in this matter; (9) reviewing and monitoring the auditor's independence
and performance, and effectiveness of audit process; (10) approval of any subsequent
modification of transactions of the Company with related parties and omnibus approval for
related party transactions proposed to be entered into by the Company, subject to the
conditions as may be prescribed;
Explanation: The term "related party transactions" shall have the same
meaning as provided in Clause2(zc) of the SEBI Listing Regulations and/or the applicable
Accounting Standards and/or the Companies Act, 2013.
(11) scrutiny of inter-corporate loans and investments;
(12) valuation of undertakings or assets of the Company, wherever it is necessary; (13)
evaluation of internal financial controls and risk management systems;
(14) reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems; (15) 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; (16) discussion with internal auditors of any significant
findings and follow up there on; (17) 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 (18) 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; (19) recommending to the board of directors the appointment
and removal of the external auditor, fixation of audit fees and approval for payment for
any other services; (20) monitoring the end use of funds raised through public offers and
related matters; (21) 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; (22) reviewing the functioning of the whistle blower mechanism; (23)
monitoring the end use of funds raised through public offers and related matters; (24)
overseeing the vigil mechanism established by the Company, with the chairman of the Audit
Committee directly hearing grievances of victimization of employees and directors, who
used vigil mechanism to report genuine concerns in appropriate and exceptional cases; (25)
approval of appointment of chief financial officer (i.e., the whole-time finance Director
or any other person heading the finance function or discharging that function) after
assessing the qualifications, experience and background, etc. of the candidate; (26)
reviewing the utilization of loans and/or advances from/investment by the holding company
in the subsidiary exceeding 1,000,000,000 or 10% of the asset size of the subsidiary,
whichever is lower including existing loans/ advances/ investments existing as on the date
of coming into force of this provision;
(27) To formulate, review and make recommendations to the Board to amend the Terms of
Reference of Audit Committee from time to time; (28) consider and comment on rationale,
cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the
Company and its shareholders; and (29) carrying out any other functions required to be
carried out by the Audit Committee as contained in the SEBI Listing Regulations, Companies
Act, 2013, uniform listing agreements and/or any other applicable law, as and when amended
from time to time." The Audit Committee shall mandatorily review the following
information:
1. Management discussion and analysis of financial condition and results of operations;
2. Management letters / letters of internal control weaknesses issued by the statutory
auditors;
3. Internal audit reports relating to internal control weaknesses;
4. The appointment, removal and terms of remuneration of the chief internal auditor;
5. Statement of deviations in terms of the SEBI Listing Regulations: a. quarterly
statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s)where the Equity Shares are proposed to be listed in terms of the SEBI
Listing Regulations; and b. annual statement of funds utilised for purposes other than
those stated in the offer document/prospectus/notice in terms of the SEBI Listing
Regulations. 6. review the financial statements, in particular, the investments made by
any unlisted subsidiary;
7. Such information as may be prescribed under the Companies Act and SEBI Listing
Regulations.
The Audit Committee shall meet at least four times a year with maximum interval of four
months between two meetings, and shall have the authority to investigate into any matter
in relation to the items specified under the terms of reference or such other matter as
may be referred to it by the Board and for this purpose, shall have full access to
information contained in the records of the Company and shall have power to seek
information from any employee, obtain external professional advice, and secure attendance
of outsiders with relevant expertise if necessary.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee was constituted by the Board of Directors vide
resolution dated March 4, 2024. As on the date of this Draft Red Herring Prospectus, the
Audit Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Sambhav Mehta |
Chairman |
Non-Executive Independent Director |
Sagar Nahar |
Member |
Non-Executive Independent Director |
Tarun Gandhi |
Member |
Chairman and Managing Director |
Our Company Secretary and Compliance Officer acts as the secretary of the Company.
The scope of the Stakeholders' Relationship Committee shall include but shall not be
restricted to the following: (1) Resolving the grievances of the security holders of the
Company including complaints related to transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividends, issue of new/duplicate certificates,
general meetings etc; (2) Review of measures taken for effective exercise of voting
rights by shareholders; (3) Review of adherence to the service standards adopted by the
Company in respect of various services being rendered by the Registrar and Share Transfer
Agent; and (4) Considering and specifically looking into various aspects of interest of
shareholders, debenture holders and other security holders; (5) Investigating complaints
relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities; (6) Giving effect to all transfer/transmission of
shares and debentures, dematerialisation of shares and re-materialisation of shares, split
and issue of duplicate/consolidated share certificates, compliance with all the
requirements related to shares, debentures and other securities from time to time; (7)
Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company.
(8) Carrying out such other functions as may be specified by the Board from time to
time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any
other regulatory authority. (9) To approve, register, refuse to register transfer or
transmission of shares and other securities; (10) To sub-divide, consolidate and or
replace any share or other securities certificate(s) of the Company; (11) Allotment and
listing of shares; (12) To authorise affixation of common seal of the Company; (13) To
issue duplicate share or other security(ies) certificate(s) in lieu of the original
share/security(ies) certificate(s) of the Company; (14) To approve the transmission of
shares or other securities arising as a result of death of the sole/any joint shareholder;
(15) Carrying out any other functions contained in the Companies Act, 2013 and/or equity
listing agreements (if applicable), as and when amended from time to time; and (16) To
further delegate all or any of the power to any other employee(s), officer(s),
representative(s), consultant(s), professional(s), or agent(s). The Stakeholders
Relationship Committee shall meet at least once in a year. The Chairperson of the
Stakeholders Relationship Committee shall be present at general meetings of the Company,
or in the absence of the Chairperson, any other member of the Stakeholders Relationship
Committee authorised by the Chairperson in this behalf.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was constituted at a meeting of the Board of
Directors held on March 4, 2024. As on the date of this Draft Red Herring Prospectus, the
Audit Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Sagar Nahar |
Chairman |
Non-Executive Independent Director |
Sambhav Mehta |
Member |
Non-Executive Independent Director |
Rekha Jagadish |
Member |
Non-Executive Director |
Our Company Secretary and Compliance Officer acts as the secretary of the Company.
The scope of the Nomination and Remuneration Committee shall include but shall not be
restricted to the following: (1) Formulation of the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the
board of directors of the Company (the "Board" or "Board of
Directors") a policy relating to the remuneration of the directors, key
managerial personnel and other employees ("Remuneration Policy"). 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.
The Nomination and Remuneration Committee, while formulating the above policy, should
ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract,
retain and motivate directors of the quality required to run our Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(iii) 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. (2)
Formulation of criteria for evaluation of the performance of the independent directors and
the Board; (3) Devising a policy on Board diversity; (4) 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 and
shall specify the manner for effective evaluation of performance of Board, its committees
and individual directors to be carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external agency and review its implementation
and compliance. (5) Determining 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; (6) To recommend, implement, design, execute, approve schemes of
ESPS, ESOP, SAR, Sweat Equity and do all other activities. (7) Recommend to the board, all
remuneration, in whatever form, payable to senior management; (8) Carrying out any other
functions required to be carried out by the Nomination and Remuneration Committee as
contained in the SEBI Listing Regulations or any other applicable law, as and when amended
from time to time." (9) Analysing, monitoring and reviewing various human resource
and compensation matters; (10) Deciding 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; (11) Determining the Company's policy on specific
remuneration packages for executive directors including pension rights and any
compensation payment, and determining remuneration packages of such directors; (12)
Recommending to the board, all remuneration, in whatever form, payable to senior
management and other staff, as deemed necessary; (13) Administering, monitoring and
formulating detailed terms and conditions of the employee stock option scheme, if any, of
the Company; (14) Reviewing and approving the Company's compensation strategy from time to
time in the context of the then current Indian market in accordance with applicable laws;
(15) Performing such functions as are required to be performed by the compensation
committee under the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, if applicable; (16) Framing suitable policies,
procedures and systems to ensure that there is no violation of securities laws, as amended
from time to time, including: (a) the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015; and (b) the Securities and Exchange Board of India
(Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market)
Regulations, 2003, by the trust, the Company and its employees, as applicable; and (17)
Performing such other activities as may be delegated by the Board or specified/ provided
under the Companies Act, 2013 to the extent notified and effective, as amended or by the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended or by any other applicable law or regulatory authority. (18)
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: 1. use the services of
an external agencies, if required;
2. consider candidates from a wide range of backgrounds, having due regard to
diversity; and 3. consider the time commitments of the candidates.
The quorum for a meeting of the Nomination and Remuneration Committee shall either be
two members or one-third of the members of the Nomination and Remuneration Committee,
whichever is greater, with at least one independent director present. The Nomination and
Remuneration Committee shall meet at least once in a year. The Chairperson of the
Nomination and Remuneration Committee shall be present at general meetings of the Company
to answer the shareholders' queries, however, it shall be up to the chairperson to decide
who shall answer the queries. In the absence of the Chairperson, any other member of the
Nomination and Remuneration Committee may be authorised by the Chairperson in this behalf.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee was constituted at a meeting of the Board
of Directors held on January 27, 2024. As on the date of this Draft Red Herring
Prospectus, the Audit Committee comprises of:
Name of the Director |
Designation in the Committee |
Nature of Directorship |
Anand Gandhi |
Chairman |
Managing Director |
Tarun Gandhi |
Member |
Chairman and Managing Director |
Sagar Goutam Nahar |
Member |
Independent Director |
The scope of the Corporate Social Responsibility Committee shall include but shall not
be restricted to the following:
1. To formulate and recommend to the Board, a CSR policy which will indicate the
activities to be undertaken by the Company in accordance with Schedule VII of the
Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities
to be undertaken by the Company;
3. To monitor the CSR policy of the Company from time to time;
4. Any other matter as the CSR Committee may deem appropriate after approval of the
Board of Directors or as may be directed by the Board of Directors from time to time. The
quorum for the CSR Committee Meeting shall be one-third of its total strength (any
fraction contained in that one-third be rounded off as one) or two members, whichever is
higher.
Compliance with SME Listing Regulations
The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will
be applicable to our Companyimmediately upon the listing of Equity Shares of our Company
on SME Platform of BSE.
Our Key Managerial Personnel
In addition to our Managing Directors 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 as on the date of filing of this Draft Red Herring
Prospectus: Sharanya Nagaraj, aged 27 years is the Chief Financial Officer of our
Company. She holds a bachelor's degree in commerce from Bangalore University. In the past,
she has been associated with M/s. Abhishek Jain, Chartered Accountant, in the capacity of
an intern. She has been associated with our Company since April 12, 2023 in the capacity
of head F&A department and was promoted as the Chief Financial Officer of our
Company with effect from January 25, 2024. She has an experience of one year in finance
and accounts. She has received a remuneration of 1.44lakhs during the Fiscal 2024, in the
capacity of a Chief Financial Officer.
Sapna Parmar, aged 36 years is the Company Secretary and Compliance Officer of our
Company. She holds a bachelor's degree in commerce from Bangalore University. She is an
associate member of the Institute of Company Secretaries of India. In the past, she has
been associated with Sai Sudha Enterprises LLP and has an experience of more than a year
in secretarial and compliance industry. She has been associated with our Company since
January 25, 2024 and has received a remuneration of 0.89 lakhs during the Fiscal 2024, in
the capacity of Company Secretary and Compliance Officer. All our Key Managerial Personnel
are permanent employees of our Company.
Our Senior Managerial Personnel
In addition to our Managing Directors, Chief Financial Officer and Company Secretary
and Compliance Officer, whose details have been provided under paragraph above titled Brief
Profile of our Directors' and Our Key Managerial Personnel', set forth below are
the details of our Senior Managerial Personnel as on the date of filing of this Draft Red
Herring Prospectus: Ramya Rangegowdanadoddi Sasale, aged 37 years, is the Admin
Human Resource Department of our Company. She attended APS PU College of Commerce,
to pursue pre-university examination degree. She holds a bachelor's degree in commerce
from Bangalore University. In the past, she was associated with Southern Star, Hotel Rama
Private Limited, in the capacity of an executive in the human resource department. She
holds experience of more than nine years in human resource management. She has been
associated with our Company since December 1, 2020 and has received remuneration of an
amount of 3.06 lakhs in Fiscal 2024.
Relationship of Key Managerial Personnel and Senior Management with our Directors,
Promoters and / or other Key Managerial Personnel and Senior Management
In addition to the disclosure made under the heading "Relationship between our
Directors", none of our Key Managerial Personnel and Senior Management are
related to each other or to any of our Directors.
Shareholding of the Key Managerial Personnel and Senior Management
None of the Key Management Personnel and Senior Management hold shareholding in our
Company.
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 Red Herring 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 Red Herring Prospectus, none of our Key Managerial
Personnel and Senior Management 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 in the Last Three Years
In addition to the changes specified under "Changes in our Board during the
Last Three Years", set forth below, are the changes in our Key Managerial
Personnel in the last three years immediately preceding the date of filing of this Draft
Red Herring Prospectus:
Name |
Designation |
Date of change |
Reason |
Sharanya Nagaraj |
Chief Financial Officer |
January 25, 2024 |
Appointment |
Sapna Parmar |
Company Secretary and Compliance |
January 25, 2024 |
Appointment |
|
Officer |
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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 Red Herring 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 Red Herring Prospectus.
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