ASCOM LEASING & INVESTMENTS LIMITED

Corporate Governance

The provisions of the SEBI Listing Regulations and the Companies Act with respect to corporate governance will be applicable to us immediately upon the listing of our Equity Shares on the Stock Exchanges. We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations, Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including constitution of our Board and Committees thereof. Our 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 is constituted in compliance with the provisions of the Companies Act and the SEBI Listing Regulations and our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing Regulations and the Companies Act. Our Board functions either directly, or through various committees constituted to oversee specific operational areas. As on date of this Draft Red Herring Prospectus, our Board has six Directors, comprising three executive Directors (including woman director) and three non – executive and Independent Directors.


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; d) Corporate Social Responsibility Committee.

Details of each of these committees are as follows:

a. Audit Committee

Our Audit Committee was constituted pursuant to resolution of our Board dated [●]. The Audit Committee comprises of the following:


Sr. No. Name of Member Designation Nature of Directorship
01 Mr. Pradeep Champaklal Wadiwalal Chairman Non-executive Independent Director
02 Mr. Ketanbhai Dhanjibhai Lakhani Member Non-executive Independent Director
03 Ms. Jayshriben Rajendra Pathak Member Non-executive Independent Directo
04 Mr. Rohitkumar Balvantrai Pandya Member Whole Time Director

The Company Secretary shall act as the secretary of the Audit Committee.



The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177 of the Companies Act, 2013 and SEBI Listing Regulations and approved by our Board pursuant to its resolution dated June 24, 2019. Below are the scope, functions and the terms of reference of our Audit Committee:

A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

​B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 (one hundred and twenty) days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two Independent members at each meeting. Meeting of the Audit Committee shall be called by at least seven days’ notice in advance.

​C. Role and Powers: The Role of Audit Committee together with its powers shall be as under:

1. Oversight of the Issuer’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

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 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;

g. modified opinion(s) 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 Issue document / Draft prospectus / 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. Reviewing and monitoring 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 listed entity, 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 of 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 chief financial officer after assessing the qualifications, experience and 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 shall mandatorily review the following information:


​ a. Management discussion and analysis of financial condition and results of operations;

​ ​b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

​ ​c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

​ ​d. Internal audit reports relating to internal control weaknesses; and

​ ​e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

​ ​f. Statement of deviations:

❖ half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange in terms of Regulation 32(1) of SEBI Listing Regulations, 2015.

❖ annual statement of funds utilized for purposes other than those stated in the Issue document/prospectus/notice in terms of SEBI Listing Regulations, 2015.



Our Stakeholders’ Relationship Committee was constituted pursuant to resolution of our Board dated June 24, 2019. The Stakeholders’ Relationship Committee comprises of the following:

Sr. No. Name of Member Designation Nature of Directorship
01 Mr. Pradeep Champaklal Wadiwalal Chairman Non-executive Independent Director
02 Mr. Tushar Rohitbhai Pandya Managing Director Non-executive Independent Director
04 Mr. Rohitkumar Balvantrai Pandya Member Whole Time Director

The Company Secretary shall act as the secretary of the Stakeholders’ Relationship Committee.



The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations. The terms of reference, powers and scope of the Stakeholders’ Relationship Committee of our Company include:

A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

B. Quorum and Meetings: The Stakeholders Relationship Committee shall meet 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. The quorum shall be two members present.

C. Terms of Reference: Redressal of stakeholders’ and investors’ complaints, including and in respect of:

​ 1. Allotment and listing of our shares in future;

​ 2. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;

​ 3. Monitoring 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.



C. Nomination and Remuneration Committee



Our Nomination and Remuneration Committee was constituted pursuant to resolution of our Board dated June 24, 2019. The Nomination and Remuneration Committee comprises of the following:

Corporate Governance

Board of Committees Terms & conditions of Appointment of Independent Directors Code of Conduct & Ethics for Directors

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