OUR MANAGEMENT
Board of Directors
As per the Articles of Association of our Company, we are required to have not less than 3 (three) Directors and not more than 15 (fifteen) Directors on its Board, subject to the applicable provisions of the Companies Act. As on date of this Draft Prospectus, we have 5 (Five) Directors on our Board.
Sets forth below are the details regarding our Board as on the date of this Draft Prospectus:
Name, Age, Designation, Address, DIN, Occupation, Nationality, Original Date of Appointment, Change in Designation and Period of Directorship
Other Directorships as on the date of Draft Prospectus
Mr. Satya Murthy Sivalenka
S/o. Mr. Ramalinga Sivalenka
Age: 58 years
Designation: Managing Director & CEO
Address: Flat No. 204, Reliance Vijayadeep Apartments, 10-3- 32/5, Lane Beside Dena Bank, East Marredpally, Secunderabad 500026, Telangana, India
Limited
DIN: 00412609
Occupation: Business
Nationality: Indian
Original Date of Appointment: 08-03-2002
Change in Designation: 15-06-2023
Period of Directorship: Appointed for a term of five years, not liable to retire by rotation
Mrs. Kameswari Satya Murthy Sivalenka
W/O Mr. Satya Murthy Sivalenka
Age: 57 years
Designation: Non-Executive Director
Address: Flat No. 204, Reliance Vijayadeep Apartments, 10-3-
32/5, Lane Beside Dena Bank, East Marredpally, Secunderabad 500026, Telangana, India
Cooptions Corporation Limited
DIN: 00412669
Original Date of Appointment: 19-08-2005
Change in Designation: 01-04-2022
Period of Directorship: Liable to retire by rotation
Mr. Devanand Subba Rao Challagulla
S/O Mr. Subba Rao Challagulla
Age: 60 years
Designation: Non-Executive Independent Director
Address: 16-11-511/D/211, Shalivahana Nagar, Backside Polimera Store, Moosarambagh, Malakpet, Hyderabad 500036, Telangana, India
DIN: 09820362
Original Date of Appointment: 14-12-2022
Change in Designation: 30-06-2023
Period of Directorship: Appointed for a term of five years w.e.f. 14-12-2022
Mr. Srinivasa Rao Gandla
S/o Mr. Govindaiah Gandla
Age: 54 years
Address: House No. 5-7-18/3, Ground Floor, Sangeeth Nagar,
DIN: 09823244
Period of Directorship: Appointed for a term of five years w.e.f.
Mr. V.S.E.N.D. Seshasai. Ch;
S/O Mr. Prabhakara Rao Chittajallu
Age: 42 years
Address: 47-9-27, 1st Floor, 3rd Lane, Dwarakanagar, Near
DIN: 07447853
Occupation: Professional
Nationality: India
Original Date of Appointment: 10-02-2023
Period of Directorship: Appointed for a term of five years w.e.f. 10-02-2023
Note: For further details on their qualification, experience etc., please see their respective biographies under the heading "Brief Profile of the Directors of our Company" as mentioned on page no. 125 of this Draft Prospectus.
Confirmations as on the date of this Draft Prospectus:
1. None of the above mentioned Directors are on the RBI List of willful defaulters as on date of this Draft Prospectus.
2. None of the above mentioned Directors have been and/or are being declared as fugitive economic offenders as on date of this Draft Prospectus.
3. None of the Promoters, persons forming part of our Promoter Group, our Directors or persons in control of our Company or Our Company are debarred by SEBI from accessing the capital market.
4. None of the Promoters, Directors or persons in control of our Company, have been or are 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.
5. Further, none of our Directors are or were directors of any company whose shares were (a) suspended from trading by stock exchange(s) during the (5) five years prior to the date of filing the Draft Prospectus or (b) delisted from the stock exchanges.
6. There are no arrangements or understandings with major shareholders, customers, suppliers or any other entity, pursuant to which any of the Directors or Key Managerial Personnel were selected as a Director or member of the senior management.
7. The Directors of our Company have not entered into any service contracts with our Company which provide for benefits upon termination of employment.
8. No proceedings/ investigations have been initiated by SEBI against any Company, the board of directors of which also comprises any of the Directors of our Company. No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms of Companies in which they are interested by any person either to induce him to become or to help him qualify as a Director, or otherwise for services rendered by him or by the firm or Company in which he is interested, in connection with the promotion or formation of our Company.
Relationship between Directors
Except Mr. Satya Murthy Sivalenka and Mrs. Kameswari Satya Murthy Sivalenka are related and being spouse to each other none of Our Company‘s other Directors and/or KMP and/ or Promoter are neither related to each other nor do they have any other family relationships as per section 2(77) of the Companies Act, 2013.
Brief Profile of the Directors of our Company
Mr. Satya Murthy Sivalenka Managing Director & CEO
Mr. Satya Murthy Sivalenka, aged 58 years, is Promoter and Managing Director & CEO. is B. A Maths (Honors) from Osmania University, MBA from Institute of Public Enterprises. He has worked for about 11 years in Senior Positions in Large Corporates, such as Supreme Industries, Dynora Television, Nagarjuna Cements, Sujana Group of Industries etc., During the tenure of service he handled commercial operations, marketing, products penetration and promotions etc. He was Branch head in Supreme Industries Ltd - a 65 years old Giant in plastics and petro chemical industry and contributed to the top lines of the company to the tune of 25-30 Crores per Anum. For the past 24 years he is into Real Estate, Construction, Infrastructure, imports and exports, manufacturing of power saving equipments and solar energy lights. Distributors for Fibre Glass Wool used for insulation for the principals-Isover Saint Gobain of France and for Mudra Ceramics of Gaziabad for Bone China Crockery ware. Distributor for edible oil company Good Health Agrotech Limited, dealing in Sunflower oil, Groundnut oil, Soyabean Oil etc. Exported Basmathi rice of 5 kg pouches to Singapore, Indonesia, Malaysia etc, in the brand name of Anjali for about 2-3 years prior to Venturing into Infrastructure activities. Since, 6-8 years he has been mainly into infrastructure activities.
Mrs. Kameswari Satya Murthy Sivalenka Non- Executive Director
Mrs. Kameswari Satya Murthy Sivalenka, aged 57 years, is a Promoter and Non-Executive Director of our Company. She is Board of Secondary Education, Hyderabad well experienced in the fields of administration, business development and planning the growth of the organization. Before she joined Sameera Infra Projects Pvt. Ltd as Director, she worked in medium and small sized Corporates in various departments namely HR and administration, Relationship Management, Marketng etc.She is good at formulation of business strategies, growth plans, organizational structuring etc. She is assisting the Board of Directors in formulation of strategies and policies etc.
Mr. Devanand Subba Rao Challagulla - Non-Executive Independent Director
Mr. Devanand Subba Rao Challagulla, aged 60 years, is hails from agriculture family and has got vast experience in forming and growing of commercial crops, in particular specialized in pulses, cereals and grains. For the past 25 years, he has been in the field and associated with various marketing yards in Telangana and Andhra Pradesh. He has been into farming, marketing and distribution of traditional and commercial crops.
Mr. Srinivasa Rao Gandla - Non-Executive Independent Director
Mr. Srinivasa Rao Gandla aged 54 years, is a Graduate in B.Tech (Electronics and Communications) from RVR & JCOP College of Engineering, Guntur, Andhra Pradesh from Nagarjuna University. He had worked in small and medium corporates in senior positions at the helm of affairs in the field of networking and hardware solutions. During the stint of his association with corporates, he acquired vast business exposure, administrative and technical skill sets. Thereafter, he started his own firm and rendering consultancy services to various organisations. He is now associated with Sameera Infra Projects Private Limited as a Director.
Mr. V.S.E.N.D. Seshasai. Ch - Non-Executive Independent Director
Mr. V.S.E.N.D. Seshasai. Ch, aged about 42 years completed his B.Com., in 2002, M.Com., in 2005, CS in 2010, CA in 2011 and CMA (Intermediate) in 2011 and having vast experience as detailed below:
a. Whole-time Company Secretary from 2014 to 2020 in an unlisted public company. b. Practicing as Chartered Accountant since 2020.
His experience includes, fund raising, finalisation of books, MIS Reports, statutory audit, tax audit, concurrent audit and internal auditor in various listed, unlisted public companies and private companies. Also undertaken verifications for pre-disbursement of loans, pre-due diligence audit, operational audit, fixed assets verification etc.
Borrowing Powers of the Board
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum or sums of money for the purposes of our Company.
Pursuant to a special resolution passed on June 30, 2023, our shareholders in their Annual General Meeting authorized our Board to borrow from time to time such sums of money as may be required under Section 180(1)(c) of the Companies Act, 2013, provided that such amount shall not exceed Rs. 100.00 Crores.
For further details of the provisions of our Articles of Association regarding borrowing powers, please refer to the section titled '
Main Provisions of the Articles of Association' beginning on page no. 249 of this Draft Prospectus.
Terms and conditions of employment of our Executive Directors
Mr. Satya Murthy Sivalenka, was originally appointed as Promoter Director w.e.f. 08-03-2002, subsequently designated as the Managing Director of the Company w.e.f. 01-04-2021 vide Board of Directors resolution dated 10-04-2022. Thereafter, he was designated as Managing Director and CEO of the company w.e.f. 15-06-2023 for a period of 5 years. Our Company has entered into an agreement for appointment of MD & CEO and modification in remuneration by passing resolution w.e.f. 01-04-2023 and entered in to an agreement dated 15-06-2023. The significant terms of the agreement are as below:
Remuneration
Other terms and conditions
Remuneration in the event of loss or inadequacy of profits
There is no definitive and /or service agreement that has been entered into between our Company and the Managing Director in relation to his appointment.
Remunerations and/ or Sitting Fees paid to our Non-Executive and Independent Directors
Our Non-Executive Independent Directors are entitled to sitting fees for attending meetings of the Board, or of any committee of the Board and as may be decided by our Board in accordance with the provisions of the Articles of Association, the Companies Act, 2013 and other applicable laws and regulations. No remunerations and/ or sitting fees is paid/ payable to any of our Non-Executive and Independent Director.
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares. As on date of filing of this Draft Prospectus, except the following, none of our other Directors hold any Equity Shares of our Company:
Name of Director
Designation
Mrs. Kameswari Satya 2. Murthy Sivalenka
Non-Executive Director
3. Challagulla
Director
4. Mr. Srinivasa Rao Gandla
Non-Executive Independent Director
Mr. V.S.E.N.D. Seshasai. 5. Ch
TOTAL
Interest of Directors
All of our Directors, Non-Executive Independent Director may be deemed to be interested to the extent of fees payable to them (if any) for attending meetings of the Board or a committee thereof as well as to the extent of remuneration payable to him for his services as Executive Director of our Company and reimbursement of expenses as well as to the extent of commission and other remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed to be interested to the extent of consideration received/ paid or any loans or advances provided to anybody corporate including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.
All our Directors, Non-Executive Independent Director may also be deemed to be interested to the extent of equity shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to our Non-Promoter Directors, out of the Issue and also to the extent of any dividend payable to them and other distribution in respect of the said equity shares.
The Directors, Non-Executive Independent Director may also be regarded as interested in the equity shares, if any, held or that may be subscribed by and allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/ or trustees.
Our Directors, Non-Executive Independent Director may also be regarded interested to the extent of dividend payable to them and other distribution in respect of the equity shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which they are interested as directors, members, partners and promoters, pursuant to the Issue.
All our Directors, Non-Executive Independent Director may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by the Company with either the Director himself or other company in which they hold directorship or any partnership firm in which they are partners, as declared in their respective declarations.
Interest in promotion of Our Company
Except as stated in this chapter titled "Our Management" and the chapter titled "Financial Statement- Annexure 32- Related Party Transactions" beginning on page nos. 123 and 174 of this Draft Prospectus respectively and to the extent to remuneration received/ to be received by our Directors, none of our Directors have any interest in the promotion of our Company.
Interest in the property of Our Company
Save and except as stated otherwise in "Our Properties" within the chapter titled "Our Business" on page no. 111 and in ‘Annexure 32: Statement of Related Parties' Transactions' in the chapter titled ‘Restated Financial Statement' beginning on page no. 174 of this Draft Prospectus:
- Our Directors have no interest in any property acquired or proposed to be acquired by our Company in the preceding two years from the date of this Draft Prospectus;
- Our Directors do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company as on the date of this Draft Prospectus;
- Our Directors have not entered into any contract, agreement or arrangements in relation to acquisition of property, since incorporation in which the Directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them as on the date of this Draft Prospectus.
Interest in the business of Our Company
Save and except as stated otherwise in ‘Annexure 32: Statement of Related Parties' Transactions' in the chapter titled ‘Restated Financial Statement' beginning on page no. 174 of this Draft Prospectus:
- Our Directors do not have any other interests in our Company and/or our business as on the date of this Draft Prospectus except to the extent of their shareholding in our Company and/ or their relative shareholding in our Company and/ or any dividends paid/ payable to them and/ or their relatives and/or any other distributions in respect of the Equity Shares of our Company;
- Our Directors are not interested in the appointment of Underwriters, Market Markers, Registrar and Bankers to the Issue or any such intermediaries registered with SEBI as required to be appointed for the process of listing;
- There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the directors was selected as a director or member of senior management;
- Our company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Draft Prospectus in which the Directors are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company.
Interest as a creditor of Our Company
Except as stated in the ‘Annexure 32: Statement of Related Parties' Transactions' on 174 and chapter titled "Statement of Financial Indebtedness" on page no. 190 in the chapter titled ‘Restated Financial Statement' beginning on page no. 145 of this Draft Prospectus:
- Our Company has not availed any loans from our Directors of our Company as on the date of this Draft Prospectus;
- None of our sundry debtors or beneficiaries of loans and advances are related to our Directors.
Interest as Director of our Company
Except as stated in the chapter titled ‘Our Management, ‘Capital Structure' and ‘Annexure 32: Statement of Related Parties' Transactions' beginning on page no. 123, 52 and 174 of this Draft Prospectus, our Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or Committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to them for services rendered to us in accordance with the provisions of the Companies Act and in terms of agreements entered into with our Company, if any and in terms of our AoA.
Interest of Key Managerial Personnel
None of the key managerial personnel has any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment, reimbursement of expenses incurred by them during the ordinary course of business.
Our key managerial personnel may also be deemed to be interested to the extent of Equity Shares that may be subscribed for and allotted to them, pursuant to this Issue. Such key managerial personnel may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.
None of our key managerial personnel has been paid any consideration of any nature, other than their remuneration except as stated in the chapter titled ‘Our Management, ‘Capital Structure' and ‘Annexure 32: Statement of Related Parties' Transactions' beginning on page no. 123, 52 and 174 of this Draft Prospectus.
Details of Service Contracts
Except as stated in the ‘Annexure 32: Statement of Related Parties' Transactions' on page no. 174 and in the Chapter titled "Statement of Financial Indebtedness" of our Company on page no. 190 of this Draft Prospectus, there is no service contracts entered into with any Directors for payments of any benefits or amount upon termination of employment.
Bonus or Profit Sharing Plan for the Directors
There is no bonus or profit sharing plan for the Directors of our Company.
Contingent and Deferred Compensation payable to Directors
No Director has received or is entitled to any contingent or deferred compensation as on the date of filing this Draft Prospectus. Further, there is no contingent or deferred compensation accrued for the year, which is payable to our Directors as on the date of filing this Draft Prospectus.
Changes in the Board for the last three years
There has been no change in the Board of Directors, except as mentioned below during the last three (3) years preceding the date of Draft Prospectus:
Mr. Surya Ivatpuri Rao
Mr. Subrahmanyam Venugopala Sista
Mr. Mahammad Gouse Basha Shaik
Mr. Anand Siva Kumar Mudigonda
Mr. V.S.E.N.D. Seshasai. Ch
Mrs. Kameshwari Sivalenka
Applicable provision of the Companies Act, 2013 with respect to corporate governance and the provisions of the SEBI (LODR) Regulations, 2015, as amended from time to time, will be applicable to our Company upon the listing of the Equity Shares with the Stock Exchanges in India.
Our Company is in compliance with the corporate governance code in accordance with Companies Act, 2013, SEBI (LODR) Regulations, 2015 and SEBI Regulations, as amended from time to time, particularly those relating to composition of Board of Directors and constitution of committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board's supervisory role from the executive management team and constitution of the Board Committees, as required under law.
Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. The Board functions either as a full board, or through various committees constituted to oversee specific operational areas.
Composition of Board of Directors
Currently, the Board of Directors of our Company has an optimum combination of executive and non-executive Directors as envisaged in accordance with Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Our Board has 5 Directors, comprising of 1 Executive Directors, and 1 Non-Executive-Non Independent Director and 3 Non-Executive-Independent Director Our Company has constituted the following Committees in compliance with the corporate governance norms:
1) Audit Committee;
2) Nomination and Remuneration Committee; and
3) Stakeholders Relationship Committee.
Audit Committee
The Audit Committee was constituted vide Board resolution dated 29-04-2023, pursuant to section 177 of the Companies Act, 2013. As on the date of this Draft Prospectus the Audit Committee consists of the following Directors:
Name of the Director
Our Company Secretary and Compliance Officer of the Company would act as the secretary of the Audit Committee.
Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015.
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) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
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 before submission to the board for approval, with particular reference to:
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 Changes, if any, in accounting policies and practices and reasons for the same Major accounting entries involving estimates based on the exercise of judgment 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.
5) Reviewing, with the management, the half yearly financial statements before submission to the board for approval
6) 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 utilized for purposes other than those stated in the offer document//notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7) Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8) Approval or any subsequent modification of transactions of the company with related parties;
9) Scrutiny of inter-corporate loans and investments;
10) Valuation of undertakings or assets of the company, wherever it is necessary; 11) Evaluation of internal financial controls and risk management systems;
12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
13) 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.
14) Discussion with internal auditors any significant findings and follow up there on.
15) 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.
16) 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.
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18) To review the functioning of the whistle Blower mechanism.
19) 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.
20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.
Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the Companies Act, the said audit committee shall have such additional functions / features as is contained in this clause.
The Audit Committee enjoys following powers:
a) To investigate any activity within its terms of reference
b) To seek information from any employee
c) To obtain outside legal or other professional advice d) To secure attendance of outsiders with relevant expertise if it considers necessary
e) The audit committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the Issuer. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee.
f) The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.
Quorum and Meetings
The audit committee shall meet at least four times in a year and not more than four months shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there shall be a minimum of two independent members present. Since the formation of the committee, no Audit Committee meetings have taken place.
Stakeholders Relationship Committee
The Shareholders and Investors Grievance Committee have been formed by the Board of Directors pursuant to section 178 (5) of the Companies Act, 2013 at the meeting held on 29-04-2023.
As on the date of this Draft Prospectus the Shareholders and Investors Grievance Committee consists of the following:
Our Company Secretary and Compliance Officer of the Company would act as the secretary of the Shareholders/ Investors Grievance Committee.
This Committee will address all grievances of Shareholders and Investors in compliance of the provisions of section 178 (5) of the Companies Act, 2013 and its terms of reference include the following:
1. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares;
2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
3. Allotment of shares, monitoring and approving transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;
4. Reference to statutory and regulatory authorities regarding investor grievances;
5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;
6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers; and
7. Carrying out any other function contained in the SEBI (LODR) Regulations as and when amended from time to time.
The quorum necessary for a meeting of the Stakeholders Relationship Committee shall be two members or one third of the members, whichever is greater. The Stakeholder/ Investor Relationship 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. Since the formation of the committee, no Stakeholders Relationship Committee meetings have taken place.
Nomination and Remuneration Committee
The re-constitution of the Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors pursuant to section 178 of the Companies Act, 2013 held on 29-04-2023.
As on the date of this Draft Prospectus the Remuneration Committee consists of the following Directors:
Our Company Secretary and Compliance Officer of the Company would act as the secretary of the Nomination and Remuneration Committee.
The scope of 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 a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2) Formulation of criteria for evaluation of 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. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report;
5) To recommend to the Board, the remuneration packages i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc. of the executive directors;
6) To implement, supervise and administer any share or stock option scheme of our Company; and
7) To attend to any other responsibility as may be entrusted by the Board within the terms of reference.
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members, Meeting of the Nomination and Remuneration/Compensation Committee shall be called by at least seven day's notice in advance.
Policy on Disclosures and Internal Procedure for Prevention of Insider Trading
Our Company undertakes to comply with the provisions of Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, after listing of our Company's equity shares on the Stock Exchange in India. Further, Board of Directors have approved and adopted the policy on insider trading in view of the proposed public issue.
Our Company Secretary and Compliance Officer is responsible for setting forth policies, procedures, monitoring and adhering to the rules for the prevention of price sensitive information and in the implementation of the code of conduct under the overall supervision of the Board.
ORGANIZATIONAL STRUCTURE OF THE COMPANY
OUR KEY MANAGERIAL PERSONNEL
Set forth below are the details of our key managerial personnel in addition to our Managing Director & CEO, as on the date of the Draft Prospectus. For details of our Managing Director & CEO, please refer "Our Management" on page no. 123 of this Draft Prospectus.
Mr. Ramesh Rajeshwarrao Madhanapeddy aged about 65 years completed his B.Com., and having vast experience as bankers with the HSBC Bank, Hyderabad from 2005 to 2015 in various capacities and gained vast experience in accounts, finance, loans and customer relationship management and received following appreciations:
a. Received the Numero Uno Award from the Canada for business excellence. b. Achieved Super Star, Roll of Honor and Top Performer awards on many occasions.
He was appointed on 10th February 2023 as Chief Financial Officer and has an experience of 40 years. Rs. 1,00,000/- as remuneration was paid to him during fiscal ended March 31, 2023.
Ms. Pratibha Shiv Prasad Kumrawat, aged 33 years, is the Company Secretary & Compliance Officer of our Company. She is a qualified B.Com., MBA and Company Secretary and has an experience of 3 years. Rs. 50,000 per month as remuneration was paid to her during fiscal ended March 31, 2023. She has been appointed on 20th September 2022 as Company Secretary & Compliance Officer.
Notes:
All of our Key Managerial Personnel mentioned above are on the payrolls of our Company as permanent employees.
There is no agreement or understanding with major shareholders, customers, suppliers or others pursuant to which any of the above mentioned personnel was selected as a director or member of senior management.
Relationship between Key Managerial Personnel, Promoters and Directors
Arrangement / Understanding with Major Shareholders / Customers / Suppliers
As on the date of this Draft Prospectus, Our Company has no arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any of the Directors or Key Managerial Personnel was selected as a Director or member of senior management.
Shareholding of the Key Managerial Personnel other than the Directors
Name of the KMPs
2. Mr. Ramesh Rajeshwarrao Madhanapeddy
3. Ms. Pratibha Shiv Prasad
Total
Changes in Key Managerial Personnel during the last three years
Following have been the changes in the Key Managerial Personnel during the last three years:
Name
Mr. Ramesh Rajeshwarrao Madhanapeddy
Ms. Pratibha Shiv Prasad Kumrawat
Except as disclosed in "Interest of Directors" on page no. 127 in respect of our Directors, none of our other key managerial personnel have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment, reimbursement of expenses incurred by them during the ordinary course of business.
None of our key managerial personnel has been paid any consideration of any nature, other than their remuneration.
Bonus and/ or Profit Sharing Plan for the Key Managerial Personnel
As on the date of this Draft Prospectus our Company does not have any performance linked bonus or profit-sharing plan with any of our key managerial personnel and any bonus and/ or profit sharing plan for the Key Managerial Personnel, except the normal bonus payment as a part of remuneration.
Contingent and Deferred Compensation payable to Key Managerial Personnel
None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation.
Scheme of Employee Stock Options or Employee Stock Purchase (ESOP/ESPS SCHEME)
Our Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme or any other similar scheme giving options in our Equity Shares to our employees.
Loans to Key Managerial Personnel
Except as disclosed in chapter ‘Financial Statement' beginning on page no. 145, there are no loans outstanding against the Key Managerial Personnel as on the date of this Draft Prospectus.
Payment of Benefits to our Key Managerial Personnel (Non- Salary Related)
Except for the payment of salaries, perquisites and reimbursement of expenses incurred in the ordinary course of business and as disclosed in ‘Annexure 32: Statement of Related Parties' Transactions' under the chapter ‘Financial Statement' beginning on page no. 145 we do not have any performance linked bonus or profit sharing plan with any of our Key Managerial Personnel. Further, we have not paid/ given any other benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Draft Prospectus.
Service Contracts with Key Managerial Personnel
As on the date of this Draft Prospectus, our Company has not entered into any service contracts with the Key
Managerial Personnel's.