PRIVI SPECIALITY CHEMICALS LIMITED Annual Report 2020-21

54 PRIVI SPECIALITY CHEMICALS LIMITED (Formerly known as Fairchem Speciality Limited) k. review with the Management, the quarterly financial Statements before submission to the Board for approval. l. review the Statement of significant Related Party Transactions, submitted by Management m. approval or any subsequent modification of transactions of the company with related parties n. scrutiny of inter-corporate loans and investments o. valuation of undertakings or assets of the company, wherever it is necessary. p. evaluation of internal financial controls and risk management systems. q. power to obtain professional advice from external sources for the items specified in sub section 4 of Section 177 of the Act. r. to oversee the vigil mechanism wherein the directors and employees can report their genuine concerns or grievances. s. 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 / 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 to take up steps in this matter. t. review the Management Discussion and Analysis of financial condition and results of operations. u. periodic review of Policies v. such other matters as mentioned in the terms of references or as may be required to be carried out by the Audit Committee pursuant to amendments under any law, from time to time. 4. Nomination and Remuneration Committee The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Act, and Regulation 19 of SEBI (LODR) Regulations, 2015. For the Period upto August 12, 2020, the Composition of Nomination and Remuneration Committee was, one Non‑Executive Director and two Non-Executive Independent Directors with Mr. Viren Joshi, Non-Executive Independent Director as Chairman of the Committee and Mr. Utkarsh Shah, Non-Executive Director and Mr. Darius Pandole, Non‑Executive Independent Director as members. However, during the year, all the three members of the Committee resigned as Directors, therefore, the Committee was reconstituted at the Board meeting held on August 12, 2020 wherein Mr. Dwarko Topandas Khilnani, Non‑Executive Independent Director was appointed as Chairman of the Committee, and Mr. Sumit Maheshwari, Nominee director, Mr. Rajesh Budhrani, Non-Executive Independent Director were appointed as the members of the Committee. During the year three meetings of Nomination and Remuneration Committee were held i.e. on August 12, 2020, August 17, 2020 and November 05, 2020. The details of composition of the Nomination and Remuneration Committee and attendance at the Meetings during the financial year 2020-21 were as follows: Name of Member Designation No. of Committee Meeting(s) attended Mr. Viren Joshi (Chairman)* Non-Executive Independent Director 1 Mr. Utkarsh Shah* Non-Executive Director - Promoter 1 Mr. Darius Pandole* Non-Executive Independent Director 1 Mr. Dwarko Topandas Khilnani (Chairman) ** Non-Executive Independent Director 3 Mr. Sumit Maheshwari ^ Non-Executive Nominee Director 3 Mr. Rajesh Budhrani Non-Executive Independent Director 3 * Ceased to be Director/Member of Audit Committee of the Company w.e.f. closing hours of August 12, 2020. ** Appointed as the Director/Member of the Audit Committee of the Company w.e.f. opening hours of August 13, 2020. ^ Ceased to be Director/Member of Audit Committee of the Company w.e.f. August 29, 2020.