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Investor Presentaiton

MRP 3. (c) (d) (e) Mr. K M Mammen and Mr. Arun Mammen are brothers. Mrs. Ambika Mammen is the wife of Mr. K M Mammen. Dr. (Mrs) Cibi Mammen is the wife of Mr. Arun Mammen. Mr. Rahul Mammen Mappillai and Mr Samir Thariyan Mappillai are the sons of Mr K M Mammen and Mrs Ambika Mammen. None of the other Directors are related to any Board Member. Dates of Board meetings During the financial year ended 31st March, 2023, four Board Meetings were held on 10.05.2022, 09.08.2022, 08.11.2022 and 09.02.2023. Information placed before the Board The Board of Directors periodically reviews reports regarding operations, capital expenditure proposals, statutory compliance and other required information as enumerated in Part A of Schedule II of the Listing regulations and as required under relevant provisions of the Companies Act, 2013. Familiarization Programme Presentations/briefings are made at the meeting of the Board of Directors/Committees by KMP's/ Senior Executives of the Company on industry scenario, Company's operating and financial performance, raw material scenario, industrial relations status, risk management etc. The details of familiarization programme are available on the Company's web site at https://www.mrftyres.com/investor-relations/ familiarization-programme-for-independent-director Audit Committee (i) Reference The powers, role and terms of reference of the Audit Committee covers the areas as mentioned under Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. These, inter alia, include oversight of Company's financial reporting process, internal financial controls, reviewing the adequacy of the internal audit function, reviewing with management the quarterly/annual financial 4. (ii) statements before submission to the Board, recommending the appointment of statutory auditors and fixation of their remuneration, approval of related party transactions, evaluation of risk management systems etc. Composition The Audit Committee comprises of 3 Directors and all of them being Independent Directors. The members of the Committee are as follows: Mr. Jacob Kurian Mr. V Sridhar Mr. Ranjit I Jesudasen Chairman Member Member Mr. S Dhanvanth Kumar, Company Secretary, is the Secretary of the Committee. Mr. K M Mammen, Chairman & Managing Director, Mr. Arun Mammen, Vice Chairman and Managing Director and Mr. Rahul Mammen Mappillai, Managing Director are permanent invitees. The Executive Vice President Finance, Head of Internal Audit, Statutory Auditors and other Executives, as considered appropriate, also attend the meetings by invitation. (iii) Meetings and Attendance During the financial year ended 31st March, 2023, the Audit Committee met on the following dates: 10.05.2022, 09.08.2022, 08.11.2022 and 09.02.2023. All the members of the Committee were present for all the meetings. Nomination and Remuneration Committee (i) Reference In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the terms of reference of the Committee include the following namely formulation of criteria for determining qualifications, positive attributes and independence of director, recommending to the Board a policy relating to remuneration of directors, key managerial personnel and other employees, formulation of criteria for evaluation of directors performance, devising a policy on Board diversity, identifying persons who are qualified to become directors and who may be appointed in 39
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