RCL Foods

COMPOSITION OF THE BOARD

Generally we complied with Clause 49 of the Listing Agreement. Our Board has an optimum combination of executive and non-executive directors with not less than fifty percent of the board of directors comprising of non-executive independent directors.


Sl Name of the Director Category DIN
1 Mr. Nitesh Lodha Ratanchand Promoter Director cum Compliance Officer 01748000
2 Satish Jain Promotor Cum Director 02078634
3 D.Suresh Jain Neid* 01646188
4 Kushal Jain Neid* 02744512
NEID** - Non Executive Independent Director. **Change in designation from Whole Time Director to Director without remuneration w.e.f 30.05.2011

PROFILE OF THE DIRECTORS


Mr. Nitesh R Lodha S/o. Ratanchand Lodha aged about 26 years, holder of a degree in Bachelor of Business Administration, has 6 years experience in Agro based food processing industry & FMCG which is a family owned business.


Mr. Kushal Jain S/o Mr. Prakashmal Jain has 13 year of experience as Chief Accounts Officer with M/s. Mukesh & Co., Chartered Accountants. And around 5 years of Experience as Bullion merchants which is a family owned business.


Mr. Satish Jain S/o. Mr. Prakash Chand Jain has more than 11 years in the business of manufacturing & trading of agriculture equipment including pumps, sprayers and other tools.


Mr. D. Suresh Jain, S/o Mr. Sambathraj Dharmi Chand aged about 43 years, holder of a degree in Bachelor of Business Administration has 16 years experience in the field of finance and strong knowledge in Gift Mart.


MANAGER - OPERATIONS

Mr. T. Radhakrishnan, S/o. T. Madhavan, aged about 33 years old; holder of a degree in Bachelor of Business Administration has 12 years of experience in the field of marketing and finance.

COMMITTEES OF THE BOARD

1) Audit Committee:
The Audit Committee comprises of the following Non-Executive Independent Directors;
1 Mr. D Suresh Jain - Chairman
2 Mr. Kushal Jain - Member
3 Mr. Nitesh R Lodha - Member

All the members of the Committee are eminent in their respective fields and financially literate with sufficient accounting or related financial management expertise.

The Committee acts as a link between the management, auditors and the Board of Directors of the Company and has full access to the financial information. The terms of reference of the Audit Committee are in lieu with Clause 49 II(C) and (D) of the Stock Exchange Listing Agreement coinciding with the provisions under Section 292A of the Companies Act, 1956 and inter alia, includes:


Functions of the Committee
I. Review with the management and/or Internal Audit Department and / or Statutory Auditors:
  1. Company’s financial statements and reports;
  2. Disclosure of Company’s financial information to ensure the same is correct, sufficient and credible;
  3. Changes/ improvements in Financial/Accounting practices;
  4. Adequacy of Internal Audit Function and Systems and;
  5. Carter of Audit Committee;

II. Hold Discussion With:
  1. Statutory Auditors, before and after audit on the scope and area of Concern;
  2. Internal Audit Department on its significant findings and also failure of Internal Control Systems, if any, and
  3. Management before submission of financial statements to the Board.
III. Compliance with Accounting Standards, Legal requirements and Ethical Code.

2) Remuneration Committee:
The remuneration committee comprises of the following Non-Executive Directors;
1 Mr. Kushal Jain - Chairman
2 Mr. D Suresh Jain - Member
3 Mr. Nitesh R Lodha - Member

Functions of the Committee:

The function of the Committee is to prescribe payment of Compensation to Directors by way of salary and other perquisites and sitting fees.


3) Shareholder / Investors Grievance Committee:
Shareholders’/Investors’ Grievance Committee under the Chairmanship of Independent Non-Executive Director comprises of the following Directors;
1 1. Mr. Kushal Jain - Chairman
2 2. Mr. D Suresh Jain - Member
3 3. Mr. Nitesh R Lodha - Member

FUNCTIONS AND ACTIVITIES:

The Committee, inter alia, approves issue of duplicate certificates and overseas and reviews all matters connected with the securities transfer. The Committee also looks into redressal of Shareholders’/Investors’ complaints like transfer of shares, non-receipt of Balance Sheet etc. During the year under review the Company has generally processed all the applications within time.