OUR MANAGEMENT
Board of Directors
The Articles of Association require that our Board shall comprise not
less than three Directors and not more than
15 Directors, provided that our Shareholders may appoint more than
fifteen Directors after passing a special resolution in a general meeting. As on the date
of filing this Draft Red Herring Prospectus, we have six Directors on our Board, of whom
one is an Executive Director, two are Non-Executive Directors and three are Independent
Directors including one woman Independent Director. Our Company is in compliance with the
corporate governance norms prescribed under the SEBI Listing Regulations and the Companies
Act, 2013, in relation to the composition of our Board and constitution of committees
thereof.
The following table sets forth the details of our Board as on the date
of this Draft Red Herring Prospectus:
Name, designation, date of
birth, age, address, occupation, current term, period of directorship and DIN Amit Ramani |
Other directorships Indian
Companies: |
Designation: Chairman and Managing
Director |
Awliv Living Solutions Private Limited |
Date of birth: April 15,
1974 |
Foreign Companies: |
Age: 49 years |
Nil |
Address: 3/30 1st
floor, Near DAV School, Patel Nagar West, Central Delhi 110 008, Delhi, India |
|
Occupation: Business |
|
Current term: For a
period of five years with effect from July 16, 2019 |
|
Period of directorship:
Director since incorporation of our Company DIN: 00549918 |
|
Bhagwan Kewal Ramani |
Indian Companies: |
Designation: Non-Executive Director |
1. Alza Interiors Private Limited |
|
2. Awliv Living Solutions Private Limited |
Date of birth:
October 19, 1941 |
3. Learning Edge Academy of
Professionals Private Limited |
Age: 82 years |
Foreign Companies: |
Address: 3/30 West
Patel Nagar, Patel Nagar S.O, Central Delhi 110 008, Delhi, India |
Nil |
Occupation: Business |
|
Current term: With
effect from November 22, 2023 and liable to retire by rotation |
|
Period of directorship:
Director since incorporation of our Company DIN: 02988910 |
|
Arjun Bhartia |
Indian Companies: |
Designation: Non-Executive Director |
1. Jubilant Consumer Private Limited |
|
2. Jubilant Enpro Private Limited |
Date of birth: February
21, 1987 |
3. Jubilant Ingrevia Limited |
|
4. Jubilant Pharmova Limited |
Name, designation, date of
birth, age, address, occupation, current term, period of directorship and DIN |
Other directorships |
Age: 36 years |
Foreign Companies: |
Address: House number
2, Amrita Shergil Marg, Lodhi Road, Central Delhi 110 003, Delhi, India Occupation:
Service |
Nil |
Current term: With
effect from November 24, 2023 and liable to retire by rotation |
|
Period of directorship:
Director since November 22, 2023 DIN: 03019690 |
|
Anil Parashar |
Indian Companies: |
Designation: Independent Director |
1. Acquire Infracon Private Limited |
Date of birth: August
17, 1958 |
2. ARA Hospitality Private Limited |
|
3. Association of CFO Welfare India |
Age: 65 years |
4. Calleo Distribution Technologies Private
Limited |
Address: E-367, Greater
Kailash 1, Greater Kailash S.O, South Delhi |
5. InterGlobe Aircraft
Management Services Private Limited |
110 048, Delhi, India |
6. InterGlobe Aviation Limited |
|
7. InterGlobe Education Services Limited |
Occupation: Service |
8. InterGlobe Technology Quotient Private
Limited |
|
9. World Connect Private Limited |
Current term: For a period of five
years with effect from December |
|
3, 2023 |
Foreign Companies: |
Period of directorship: Director since
December 3, 2023 |
Nil |
DIN: 00055377 |
|
Radhika Jaykrishna |
Indian Companies: |
Designation: Independent Director |
1. Rex-Tone Industries Limited |
|
2. Rex Tone Digital Private Limited |
Date of birth: July 11,
1969 |
3. Infinite Loop Capital Private Limited |
Age: 54 years |
Foreign Companies: |
Address: W/O: Gokul,
River Ranch, Next to APS School, Bhat, Gandhinagar, Bhat 382 428, Gujarat, India |
Nil |
Occupation: Business |
|
Current term: For a
period of five years with effect from December 3, 2023 |
|
Period of directorship:
Director since December 3, 2023 DIN: 01851034 |
|
Sanjay Shah |
Indian Companies: |
Designation: Independent Director |
1. Curatech Private Limited |
Date of birth: August
30, 1963 |
2. Instavans Logistics Private Limited |
|
3. YPO Gold Bangalore Chapter |
Age: 60 years |
Foreign Companies: |
Name, designation, date of
birth, age, address, occupation, current term, period of directorship and DIN |
Other directorships |
Address: Villa number
L6, survey number 83, Epsilon Layout Yemlur Road, Behind Hal Compound Wall, Marthahalli,
Bangalore North, Marathahalli Colony, Bengaluru 560 037, Karnataka, India |
Nil |
Occupation: Professional |
|
Current term: For a
period of five years with effect from December 3, 2023 |
|
Period of directorship:
Director since December 3, 2023 DIN: 00375679 |
|
Brief profiles of our Directors
Amit Ramani is the Chairman and Managing Director on the Board of
our Company. He holds a bachelor's degree in architecture from School of Planning and
Architecture, New Delhi, a master's degree in architecture from Kansas State
University, USA and a master's degree in science from Cornell University, USA. He has
approximately 20 years of experience in the field of real estate and workplace solutions.
He was previously associated with Nelson Planning and Designs Private Limited as the
promoter and managing director. He has also worked with Nelson Worldwide, LLC, in his
capacity as a senior vice president, and Hellmuth, Obata + Kassabaum, Inc. (HOK), New
York, in his capacity as a consultant. He has been recognised by The Economic Times most
promising business leaders of Asia 2019-2020, for demonstrating exemplary leadership
qualities. He has also been recognised as one of the top 100 great people managers in the
country, as part of the great people manager study 2023.
Bhagwan Kewal Ramani is a Non-Executive Director on the Board of
our Company. He holds a bachelor's degree in mechanical engineering from Lukhdhirji
Engineering College, Gujarat University, Ahmedabad, Gujarat. He has 37 years of experience
in the central power engineering group A' service and served as the gazetted
class-I central government officer under the Central Electricity Authority, Ministry of
Power, Government of India.
Arjun Bhartia is a Non-Executive Director on the Board of our
Company. He holds a bachelor's degree in arts from Brown University, USA. He has
seven years of experience in managerial positions. He is currently serving as the promoter
and director of Jubilant Consumer Private Limited and the promoter and managing director
on the board of directors of Jubilant Pharmova Limited. He has previously served as an
associate consultant with Bain & Company India Private Limited.
Anil Parashar is an Independent Director on the Board of our
Company. He is an associate member of the Institute of Chartered Accountants of India. He
has over 27 years of experience in the financial sector. He is currently the whole-time
director of InterGlobe Technology Quotient Private Limited. He has previously served as
the group chief financial officer with InterGlobe Enterprises Private Limited. He has been
inducted as a member to the CFO India Hall of Fame in recognition of an exemplary career
and a lifetime of contribution to the world of finance.
Radhika Jaykrishna is an Independent Director on the Board of our
Company. She holds a bachelor's degree in commerce from H.L. Commerce College,
Gujarat University, Ahmedabad, Gujarat and she has passed the final examination held by
the Institute of Cost Accountants of India. She has eight years of experience in
managerial roles, investment portfolios management and real estate sectors. She currently
serves as the director at Rex-Tone Industries Limited and Rex-Tone Digital Private
Limited. She is the principal officer at Hunter Wealth Management LLP and the partner at
Pluto Associates LLP.
Sanjay Shah is an Independent Director on the Board of our Company.
He holds a bachelor's degree in technology
(B.Tech) in aeronautical engineering from Indian Institute of
Technology Bombay (IIT), Mumbai, Maharashtra, and a master's degree in science (M.S.)
with a major in computer science and applications from Virginia Polytechnic Institute and
State University, USA. He has over 18 years of experience in computer engineering,
software and logistics sectors. He is currently serving as the chief operating officer
India / South-East Asia with National Entrepreneurship Network. He has previously served
as the founder and chief technology officer with Instavans
Logistics Private Limited, the co-founder and a director of Zapty
Software Private Limited, the managing director of Aveva Solutions India LLP and the
managing director of Asia sales with Net Right Technologies Private Limited.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company, whose
shares have been or were suspended from being traded on any stock exchanges, in the last
five years prior to the date of this Draft Red Herring Prospectus, during the term of
their directorship in such company.
Except as mentioned below, none of our Directors is, or was, a director
of any listed company, which has been or was delisted from any stock exchange during the
term of their directorship in such company:
Name of the Director |
Name of the delisted
Company |
Name of the stock
exchange(s) on which the company was listed |
Date of delisting on stock
exchanges |
Whether delisting was
compulsory or voluntary |
Reasons for delisting |
Whether the company
has been relisted |
Term of directorship
(along with relevant dates) in the company |
Bhagwan Kewal Ramani |
Learning Edge Academy of
Professionals Private Limited (the "Company") |
BSE Limited |
December 29, 2017 |
Voluntary |
Absence of substantial
trading of the equity shares of the Company in the said stock exchange for two years,
therefore, to save cost and time for compliance under various provisions of the SEBI
Listing |
No |
From July 22, 2011 |
|
|
|
|
|
Regulations and the Companies
Act. |
|
|
|
|
|
|
|
Accordingly, the Company
applied for voluntarily delisting. |
|
|
Relationships between our Directors and the Key Managerial Personnel or
Senior Management
Except for Amit Ramani and Bhagwan Kewal Ramani, being son and father,
respectively, none of our Directors are related to each other or to any of our Key
Managerial Personnel or Senior Management.
Arrangement or understanding with major Shareholders, customers,
suppliers or others
None of our Directors have been appointed on our Board pursuant to any
arrangement with our major shareholders, customers, suppliers or others.
Service contracts with Directors
Our Company has not entered into any service contracts with our
Directors which provide for benefits upon the termination of their employment.
Borrowing Powers
In accordance with our Articles of Association, the applicable
provisions of the Companies Act, and pursuant to a resolution passed by our Board in its
meeting held on December 8, 2023, and a resolution passed by our Shareholders at their
extra ordinary general meeting held on December 11, 2023, our Board is authorised to
borrow, from time to time, any sum or sums of monies which together with the monies
already borrowed by the Company (apart from temporary loans obtained or to be obtained
from the Company's bankers) exceeding the aggregate of the paid-up share capital,
free reserves and securities premium provided that the total amount so borrowed by the
Board shall not at any time exceed 3,000.00 million or the aggregate of the paid-up share
capital, free reserves and securities premium of the Company or as may be specified in the
applicable provisions of law, whichever is higher.
Terms of appointment of our Directors a) Terms of employment of our
Executive Director Amit Ramani, Chairman and Managing Director
Amit Ramani was appointed as the Managing Director of our Company
pursuant to a resolution passed by our Shareholders at their extraordinary general meeting
held on June 16, 2015, and he was re-appointed as the Managing Director for a period of
five years with effect from July 16, 2019, pursuant to a resolution passed by our Board of
Directors at their meeting held on July 16, 2019 and a resolution passed by our
Shareholders at their extraordinary general meeting held on July 16, 2019. Further, he was
also appointed as the Chairman of the Company to preside at all the meetings of the Board
of Directors and all the general meetings of the members of the Company pursuant to a
resolution passed by our Board of Directors at their meeting held on November 22, 2023.
Subsequently, his remaining term as the Managing Director of our Company upto July 15,
2024, was ratified pursuant to a resolution passed by our Board of Directors at their
meeting held on December 8, 2023, and a resolution passed by our Shareholders at their
extraordinary general meeting held on December 11, 2023. He receives remuneration from our
Company in accordance with a resolution passed by our Board of Directors at their meeting
held on December 8, 2023, and a resolution passed by our Shareholders at their
extraordinary general meeting held on December 11, 2023, and on such terms and
remuneration as provided in the increment letter dated December 11, 2023 entered into by
our Company with him.
The details of the remuneration that Amit Ramani is entitled to and the
other terms of his employment are enumerated below:
1. Base compensation: 20.00 million per annum with effect from April 1,
2023.
2. An increment of 3.00 million shall be applicable with effect from
July 1, 2023, to March 31, 2024.
3. Perquisites / Exgratia amounting to 7.5 million shall be effective
from July 1, 2023, to March 31,
2024.
4. Annual Bonus: Cumulative 40.00 million, milestone based, as below:
a. 20.00 million: payable on achieving 5,000.00 million revenue milestone. b. 20.00
million: payable on achieving 90% of annual operating plan for the financial year 2023-24
revenue target.
5. Additional incentive: 50.00 million cash bonus which is contingent
on the IPO listing of our Company.
b) Sitting fees and commission to Non-Executive Directors and
Independent Directors
Pursuant to a resolution passed by our Board of Directors dated
December 8, 2023, our Independent Directors are entitled to receive sitting fees of 0.05
million and 0.02 million for attending each meeting of our Board and the committees
constituted by our Board, respectively. Further, our Independent Directors may be paid
commission and reimbursement of expenses as permitted under the Companies Act and the SEBI
Listing Regulations. Further, our Non-Executive Directors are not entitled to any sitting
fees and commission.
Except as disclosed above, our Company has not entered into any
contract appointing or fixing the remuneration of a Director, Whole-time Director, or
manager in the two years preceding the date of this Draft Red Herring Prospectus.
Payments or benefits to our Directors
a) Executive Director
The table below sets forth the details of the remuneration (including
sitting fees, salaries, commission and perquisites, professional fee, consultancy fee, if
any) paid to our Executive Director for the Fiscal 2023:
Name of the Executive
Director |
Short-term employee
benefits* (Compensation) for Fiscal 2023 (in million) |
1. Amit Ramani |
45.62 |
b) Non-Executive Directors
The table below sets forth the details of the remuneration (including
sitting fees and commission) paid to our Non-Executive Directors or our Independent
Directors for the Fiscal 2023:
Name of the Director |
Designation of Director |
Short-term employee
benefits* (Compensation) for Fiscal 2023 (in million) |
1. Bhagwan Kewal Ramani |
Non-Executive Director |
Nil |
2. Arjun Bhartia |
Non-Executive Director |
Nil |
* This excludes provision for gratuity and compensated absences as
these are determined on the basis of actuarial valuation for the Company as a whole.
Anil Parashar, Radhika Jaykrishna and Sanjay Shah who are our
Independent Directors were appointed in the Financial Year 2024. Accordingly, no
remuneration was paid to them in the Financial Year 2023.
Remuneration paid or payable to our Directors by our Subsidiary:
No remuneration has been paid to our Directors by our Subsidiary in
Fiscal 2023.
Contingent and deferred compensation payable to the Directors
As on the date of this Draft Red Herring Prospectus, there is no
contingent or deferred compensation payable to the Directors, which does not form part of
their remuneration.
Bonus or profit-sharing plan for our Directors
Except as set out in " Terms of appointment of our
Directors" on page 240, our Company does not have any performance linked bonus or
a profit-sharing plan in which our Directors have participated.
Shareholding of Directors in our Company
The table below sets forth details of Equity Shares held by the
Directors as on date of this Draft Red Herring Prospectus:
Name |
No. of Equity Shares |
Percentage of the pre-
Offer paid up share capital (%) |
Percentage of the post-
Offer paid up share capital, on a fully diluted basis (%)* |
Amit Ramani |
12,108,820 |
63.23 |
[?] |
Arjun Bhartia |
215,782 |
1.13 |
[?] |
Our Articles of Association do not require our Directors to hold
qualification shares.
Interest of Directors
All our Directors may be deemed to be interested to the extent of fees
and commission, if any, payable to them for attending meetings of the Board or a committee
thereof, as well as to the extent of other remuneration, commission and reimbursement of
expenses, if any, payable to them by our Company. Amit Ramani may be deemed to be
interested to the extent of remuneration paid to him for services rendered as officer of
our Company. For further details, see "Summary of the Offer Document Summary
of Related Party Transactions" on page 32.
Our Directors may also be regarded as interested to the extent of the
Equity Shares, if any, held by them and to the extent of any dividend payable to them and
other distributions in respect of these Equity Shares. For further details regarding the
shareholding of our Directors, see " Shareholding of Directors in our Company"
on page 241.
Further, our Directors are also directors on the boards, or are
shareholders, of entities with which our Company has had related party transactions and
may be deemed to be interested to the extent of the payments made by our Company, if any,
to these entities. For further details, see "Summary of the Offer Document Summary
of Related Party Transactions" on page 32.
There is no material existing or anticipated transaction whereby our
Directors will receive any portion of the proceeds from the Offer.
Interest in promotion of our Company
As on the date of this Draft Red Herring Prospectus, except for Amit
Ramani, who is the Promoter of our Company, none of our other Directors are interested in
the promotion of our Company. For further details, see "Our Promoters and Promoter
Group" on page 257.
Interest in land and property
Our Directors do not have any interest in any property acquired or
proposed to be acquired by our Company.
Further, our Directors do not have any interest in any transaction by
our Company for acquisition of land, construction of building or supply of machinery
during the three years preceding the date of this Draft Red Herring Prospectus.
Loans to Directors
As on the date of this Draft Red Herring Prospectus, no loans have been
availed by our Directors from our Company.
Other confirmations
No consideration, either in cash or shares or in any other form have
been paid or agreed to be paid to any of our Directors or to the firms, trusts or
companies in which they have an interest in, by any person, either to induce such Director
to become or to help such Director qualify as a Director, or otherwise for services
rendered by them or by the firm, trust or company in which they are interested, in
connection with the promotion or formation of our Company.
Changes to our Board in the last three years
Except as mentioned below, there have been no changes in our Directors
in the last three years:
Name |
Designation (at the time
of appointment / change in designation / cessation) |
Date of appointment /
change in designation / cessation |
Reason |
Durganath Vinod Wagle |
Additional director |
November 24, 2021 |
Appointment as additional director |
Dattatray Desale |
Additional director |
June 7, 2022 |
Appointment as additional director |
Name |
Designation (at the time
of appointment / change in designation / cessation) |
Date of appointment /
change in designation / cessation |
Reason |
Radha Kapoor Khanna |
Director |
June 7, 2022 |
Resignation due to personal reasons |
Durganath Vinod Wagle |
Director |
June 5, 2023 |
Resignation due to personal reasons |
Dattatray Desale |
Director |
June 5, 2023 |
Resignation due to personal reasons |
Arjun Bhartia |
Additional director |
November 22, 2023 |
Appointment as an additional
director (Non-Executive Director) |
Anil Parashar |
Additional director |
December 3, 2023 |
Appointment as an additional
director (Independent Director) |
Radhika Jaykrishna |
Additional director |
December 3, 2023 |
Appointment as an additional
director (Independent Director) |
Sanjay Shah |
Additional director |
December 3, 2023 |
Appointment as an additional
director (Independent Director) |
Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing
Regulations, with respect to corporate governance, will be applicable to our Company
immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is
in compliance with the requirements of the applicable requirements for corporate
governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013,
including those pertaining to the constitution of the Board and committees thereof.
As on the date of filing this Draft Red Herring Prospectus, we have six
Directors on our Board, of whom one is an Executive Director, two are Non-Executive
Directors and three are Independent Directors including one woman Independent Director.
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the
Companies Act, 2013, our Company has constituted the following committees of our Board:
(a) Audit Committee
(b) Nomination and Remuneration Committee (c) Stakeholders'
Relationship Committee (d) Corporate Social Responsibility Committee (e) Risk Management
Committee
For purposes of the Offer, our Board has also constituted an IPO
Committee.
(a) Audit Committee
The Audit Committee was constituted by our Board through its resolution
dated December 13, 2023. It is in compliance with Section 177 of the Companies Act and
Regulation 18 of the SEBI Listing Regulations. The current constitution of the Audit
committee is as follows:
The members of the Audit Committee are:
Name of Director |
Position in the Committee |
Designation |
Anil Parashar |
Chairman |
Independent Director |
Sanjay Shah |
Member |
Independent Director |
Amit Ramani |
Member |
Chairman and Managing Director |
The scope and function of the Audit Committee is in accordance with
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.
Its terms of reference are as follows:
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
(1) to investigate any activity within its terms of reference; (2) to
seek information from any employee of the Company; (3) to obtain outside legal or other
professional advice;
(4) to secure attendance of outsiders with relevant expertise, if it
considers necessary and to seek their advice, whenever required; and (5) such other powers
as may be prescribed under the Companies Act and SEBI Listing Regulations.
Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of financial reporting process and the disclosure of
financial information relating to the Company to ensure that the financial statements are
correct, sufficient and credible;
(2) recommendation for appointment, re-appointment, replacement,
remuneration and terms of appointment of auditors, including the internal auditor, cost
auditor and statutory auditor of the Company and the fixation of the audit fee;
(3) approval of payment to statutory auditors for any other services
rendered by the statutory auditors;
(4) formulation of a policy on related party transactions, which shall
include materiality of related party transactions;
(5) reviewing, at least on a quarterly basis, the details of related
party transactions entered into by the Company pursuant to each of the omnibus approvals
given;
(6) examining and 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; and g. Modified
opinion(s) in the draft audit report.
(7) reviewing, with the management, the quarterly, half-yearly and
annual financial statements before submission to the Board for approval;
(8) 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 or preferential issue or qualified
institutions placement, and making appropriate recommendations to the board of directors
of the Company the Board of Directors to take up steps in this matter;
(9) reviewing and monitoring the auditor's independence and
performance, and effectiveness of audit process;
(10) approval of any subsequent modification of transactions of the
Company with related parties and omnibus approval for related party transactions proposed
to be entered into by the Company, subject to the conditions as may be prescribed under
SEBI Listing Regulations. Provided that only those members of the committee, who are
independent directors, shall approve related party transactions;
Explanation: The term "related party transactions" shall
have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or
the Companies Act, 2013.
(11) review, at least on a quarterly basis, the details of related
party transaction entered into by the Company pursuant to each of the omnibus approvals
given;
(12) approval of related party transactions to which the subsidiary of
the Company is a party;
(13) scrutiny of inter-corporate loans and investments;
(14) valuation of undertakings or assets of the Company, and appointing
a registered valuer in terms of Section 247 of the Companies Act, wherever it is
necessary;
(15) evaluation of internal financial controls and risk management
systems;
(16) reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems;
(17) 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;
(18) discussion with internal auditors of any significant findings and
follow up there on;
(19) 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;
(20) 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;
(21) recommending to the board of directors the appointment and removal
of the external auditor, fixation of audit fees and approval for payment for any other
services;
(22) looking into the reasons for substantial defaults in the payment
to depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors;
(23) reviewing the functioning of the whistle blower mechanism;
(24) monitoring the end use of funds raised through public offers and
related matters;
(25) overseeing the vigil mechanism established by the Company, with
the chairperson of the Audit Committee directly hearing grievances of victimization of
employees and directors, who used vigil mechanism to report genuine concerns in
appropriate and exceptional cases;
(26) approval of appointment of chief financial officer (i.e., the
whole-time finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate;
(27) reviewing the utilization of loans and/or advances from/investment
by the holding company in the subsidiary exceeding 1,000,000,000 or 10% of the asset size
of the subsidiary, whichever is lower including existing loans/ advances/ investments
existing as on the date of coming into force of this provision;
(28) to formulate, review and make recommendations to the Board to
amend the Terms of Reference of Audit Committee from time to time;
(29) consider and comment on rationale, cost-benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the Company and its
shareholders;
(30) approving the key performance indicators for disclosure in its
offering documents;
(31) reviewing compliance with the provisions of the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, at
least once in a financial year and shall verify that the systems for internal control
under the said regulations are adequate and are operating effectively;
(32) carrying out any other functions required to be carried out by the
Audit Committee as contained in the SEBI Listing Regulations, Companies Act, 2013, uniform
listing agreements and/or any other applicable law, as and when amended from time to time;
and
(33) To make available its terms of reference and review periodically
those terms of reference and its own effectiveness and recommend any necessary changes to
the Board.
(34) Such other matters as may be prescribed under the applicable laws
from time to time.
(35) The aforesaid shall be governed by the applicable
provisions/limits/threshold provided in SEBI Listing Regulations, Companies Act, 2013, as
amended from time to time.
The Company Secretary of our Company shall serve as the secretary of
the Audit Committee. The Audit Committee is required to meet at least four times in a year
under Regulation 18(2)(a) of the SEBI Listing Regulations. The quorum for a meeting of the
Audit Committee shall be two members or one third of the members of the Audit Committee,
whichever is greater, with at least two independent directors.
(b) Nomination and Remuneration Committee
The Nomination and Remuneration committee was constituted by our Board
through its resolution dated December 13, 2023. The Nomination and Remuneration Committee
is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI
Listing Regulations. The current constitution of the Nomination and Remuneration committee
is as follows:
Name of Director |
Position in the Committee |
Designation |
Sanjay Shah |
Chairperson |
Independent Director |
Anil Parashar |
Member |
Independent Director |
Arjun Bhartia |
Member |
Non-Executive Director |
The scope and function of the Nomination and Remuneration Committee is
in accordance with Section 178 of the Companies Act, 2013, read with Regulation 19 of the
SEBI Listing Regulations. Its terms of reference are as follows:
(1) Formulation of the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the board of directors
of the Company (the "Board" or "Board of Directors") a
policy relating to the remuneration of the directors, key managerial personnel and other
employees ("Remuneration Policy").
The Nomination and Remuneration Committee, while formulating the above
policy, should ensure that:
(i) the level and composition of remuneration be reasonable and
sufficient to attract, retain and motivate directors of the quality required to run our
Company successfully; (ii) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and (iii) remuneration to directors, key managerial
personnel and senior management involves a balance between fixed and incentive pay
reflecting short- and long-term performance objectives appropriate to the working of the
Company and its goals.
(2) For every appointment of an independent director, evaluating the
balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, preparing a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Nomination and Remuneration Committee may:
(a) use the services of an external agencies, if required; (b) consider candidates from a
wide range of backgrounds, having due regard to diversity; and (c) consider the time
commitments of the candidates;
(3) Formulation of criteria for evaluation of independent directors and
the Board;
(4) Devising a policy on Board diversity;
(5) 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 and carrying out evaluation of every
director's performance (including independent director);
(6) Analysing, monitoring and reviewing various human resource and
compensation matters;
(7) Deciding whether to extend or continue the term of appointment of
the independent director, on the basis of the report of performance evaluation of
independent directors;
(8) Determining the Company's policy on specific remuneration
packages for executive directors including pension rights and any compensation payment,
and determining remuneration packages of such directors;
(9) Recommending to the board, all remuneration, in whatever form,
payable to non-executive directors and the senior management, as may be deemed necessary;
(10) Carrying out any other functions required to be carried out by the
Nomination and Remuneration Committee as contained in the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or
any other applicable law, as and when amended from time to time;
(11) Reviewing and approving the Company's compensation strategy
from time to time in the context of the then current Indian market in accordance with
applicable laws;
(12) Perform such functions as are required to be performed by the
compensation committee under the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014, if applicable;
(13) Construing and interpreting the employee stock option scheme/plan
approved by the Board and shareholders of the Company in accordance with the terms of such
scheme/plan ("ESOP Scheme") and any agreements defining the rights and
obligations of the Company and eligible employees under the ESOP Scheme, and prescribing,
amending and/or rescinding rules and regulations relating to the administration of the
ESOP Scheme;
(14) Administering the ESOP Scheme including the following:
i. Determining the eligibility of employees to participate under the
ESOP Scheme
ii. Determining the quantum of option to be granted under the ESOP
Scheme per employee and in aggregate iii. Date of grant iv. Determining the exercise price
of the option under the ESOP Scheme v. The conditions under which option may vest in
employee and may lapse in case of termination of employment for misconduct vi. The
exercise period within which the employee should exercise the option and that option would
lapse on failure to exercise the option within the exercise period vii. The specified time
period within which the employee shall exercise the vested option in the event of
termination or resignation of an employee viii. The right of an employee to exercise all
the options vested in him at one time or at various points of time within the exercise
period ix. Re-pricing of the options which are not exercised, whether or not they have
been vested if stock option rendered unattractive due to fall in the market price of the
equity shares x. The grant, vest and exercise of option in case of employees who are on
long leave xi. Allow exercise of unvested options on such terms and conditions as it may
deem fit xii. The procedure for cashless exercise of options xiii. Forfeiture/
cancellation of options granted xiv. Formulating and implementing the procedure for making
a fair and reasonable adjustment to the number of options and to the exercise price in
case of corporate actions such as rights issues, bonus issues, merger, sale of division
and others. In this regard following shall be taken into consideration:
the number and the price of stock option shall be adjusted in a manner
such that total value of the option to the employee remains the same after the corporate
action; for this purpose, global best practices in this area may be considered; and the
vesting period and the life of the option shall be left unaltered as far as possible to
protect the rights of the employee who is granted such option.
(15) Frame suitable policies, procedures and systems to ensure that
there is no violation of securities laws, as amended from time to time, including:
(a) the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; and (b) the Securities and Exchange Board of India
(Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market)
Regulations, 2003, by the trust, the Company and its employees, as applicable; (c) SEBI
Listing Regulations by the Company and its employees, as applicable.
(16) Specifying the manner for effective evaluation of performance of
the Board and independent directors to be carried out by the Nomination and Remuneration
Committee; and
(17) Perform such other activities as may be delegated by the Board or
specified/ provided under the Companies Act, 2013 to the extent notified and effective, as
amended or by the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or
regulatory authority.
The Nomination and Remuneration Committee is required to meet at least
once in a year under Regulation 19(3A) of the SEBI Listing Regulations.
The quorum for a meeting of the Nomination and Remuneration Committee
shall be two members or one third of the members of the committee, whichever is greater,
including at least one independent director.
(c) Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee was constituted by our
Board through its resolution dated December 8, 2023. The Stakeholders' Relationship
Committee is in compliance with Section 178 of the Companies Act and
Regulation 20 of the SEBI Listing Regulations. The current constitution
of the Stakeholders' Relationship Committee is as follows:
Name of Director |
Position in the Committee |
Designation |
Bhagwan Kewal Ramani |
Chairperson |
Non-Executive Director |
Sanjay Shah |
Member |
Independent Director |
Amit Ramani |
Member |
Chairman and Managing Director |
The scope and function of the Stakeholders' Relationship Committee
is in accordance with Regulation 20 of the SEBI Listing Regulations. Its terms of
reference are as follows:
(1) Resolving the grievances of the security holders of the listed
entity including complaints related to transfer/transmission of shares or debentures,
including non-receipt of share or debenture certificates and review of cases for refusal
of transfer / transmission of shares and debentures, non-receipt of annual report or
balance sheet, non-receipt of declared dividends, issue of new/duplicate certificates,
general meetings etc. and assisting with quarterly reporting of such complaints and
formulating procedures in line with statutory guidelines to ensure speedy disposal of
various requests received from shareholders;
(2) Review of measures taken for effective exercise of voting rights by
shareholders;
(3) Investigating complaints relating to allotment of shares, approval
of transfer or transmission of shares, debentures or any other securities;
(4) Review of adherence to the service standards adopted by the listed
entity in respect of various services being rendered by the registrar and share transfer
agent of the Company and to recommend measures for overall improvement in the quality of
investor services;
(5) Review of the various measures and initiatives taken by the listed
entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of
dividend warrants/annual reports/statutory notices by the shareholders of the Company;
(6) To approve allotment of shares, debentures or any other securities
as per the authority conferred / to be conferred to the Committee by the Board of
Directors from time to time;
(7) To approve requests for transfer, transposition, deletion,
consolidation, sub-division, change of name, dematerialization, rematerialisation etc. of
shares, debentures and other securities;
(8) To monitor and expedite the status and process of dematerialization
and rematerialisation of shares, debentures and other securities of the Company;
(9) To further delegate all or any of the power to any other
employee(s), officer(s), representative(s), consultant(s), professional(s) or agent(s);
(10) Carrying out such other functions as may be specified by the Board
from time to time or specified/provided under the Companies Act or SEBI Listing
Regulations, or by any other regulatory authority; and
(11) Such terms of reference as may be prescribed under the Companies
Act and SEBI Listing Regulations.
The Stakeholders' Relationship Committee is required to meet at
least once in a year under Regulation 20(3A) of the SEBI Listing Regulations.
(d) Corporate Social Responsibility Committee
The Corporate Social ResponsibilityCommittee was
constituted by our Board through its resolution dated December 8, 2023. The current
constitution of the Corporate Social Responsibility Committee is as follows:
Name of Director |
Position in the Committee |
Designation |
Amit Ramani |
Chairperson |
Chairman and Managing Director |
Bhagwan Kewal Ramani |
Member |
Non-Executive Director |
Radhika Jaykrishna |
Member |
Independent Director |
The scope and function of the Corporate Social Responsibility Committee
is in accordance with Section 135 of the Companies Act, 2013. Its terms of reference are
as follows:
(a) formulate and recommend to the Board, a "Corporate Social
Responsibility Policy" which shall indicate the activities to be undertaken by the
Company as specified in Schedule VII of the Companies Act, 2013 and the rules made
thereunder, as amended, monitor the implementation of the same from time to time, and make
any revisions therein as and when decided by the Board;
(b) identify corporate social responsibility policy partners and
corporate social responsibility policy programmes;
(c) review and recommend the amount of expenditure to be incurred on
the activities referred to in clause (a) and the distribution of the same to various
corporate social responsibility programs undertaken by the Company. The amount spent
pursuant to the corporate social responsibility policy of the Company shall be as
prescribed under the applicable law from time to time or as may be approved by the Board
of Directors;
(d) delegate responsibilities to the corporate social responsibility
team and supervise proper execution of all delegated responsibilities;
(e) review and monitor the implementation of corporate social
responsibility programmes and issuing necessary directions as required for proper
implementation and timely completion of corporate social responsibility programmes;
(f) The Corporate Social Responsibility Committee shall formulate and
recommend to the Board, an annual action plan in pursuance of its corporate social
responsibility policy, which shall include the following:
(i) the list of corporate social responsibility projects or programmes
that are approved to be undertaken in areas or subjects specified in Schedule VII of the
Companies Act;
(ii) the manner of execution of such projects or programmes as
specified in the rules notified under the Companies Act;
(iii) the modalities of utilisation of funds and implementation
schedules for the projects or programmes; (iv) monitoring and reporting mechanism for the
projects or programmes; and (v) details of need and impact assessment, if any, for the
projects undertaken by the Company,
(g) to take note of the compliances made by implementing agency (if
any) appointed for the corporate social responsibility of the Company;
(h) any other matter as the Corporate Social Responsibility Committee
may deem appropriate after approval of the Board or as may be directed by the Board, from
time to time; and
(i) exercise such other powers as may be conferred upon the Corporate
Social Responsibility Committee in terms of the provisions of Section 135 of the Companies
Act.
(e) Risk Management Committee
The Risk Management Committee was constituted by our Board through its
resolution dated December 8, 2023. The Risk Management Committee is in compliance with
Regulation 21 of the SEBI Listing Regulations. The current constitution of the Risk
Management Committee is as follows:
Name of Director |
Position in the Committee |
Designation |
Amit Ramani |
Chairperson |
Chairman and Managing Director |
Sanjay Shah |
Member |
Independent Director |
Name of Director |
Position in the Committee |
Designation |
Bhagwan Kewal Ramani |
Member |
Non-Executive Director |
Sumit Lakhani |
Member |
Deputy Chief Executive Officer |
Ravi Dugar |
Member |
Chief Financial Officer |
The scope and function of the Risk Management Committee is in
accordance with Regulation 21 of the SEBI Listing Regulations. The Risk Management
Committee shall be responsible for, among other things, the following:
(1) To formulate a detailed risk management policy which shall include:
(a) A framework for identification of internal and external risks
specifically faced by the Company, in particular including financial, operational,
sectoral, sustainability (particularly, ESG related risks), information, cyber security
risks or any other risk as may be determined by the Risk Management Committee.
(b) Measures for risk mitigation including systems and processes for
internal control of identified risks.
(c) Business continuity plan.
(2) To ensure that appropriate methodology, processes and systems are
in place to monitor and evaluate risks associated with the business of the Company;
(3) To monitor and oversee implementation of the risk management
policy, including evaluating the adequacy of risk management systems;
(4) To periodically review the risk management policy, at least once in
two years, including by considering the changing industry dynamics and evolving
complexity;
(5) To keep the Board of Directors informed about the nature and
content of its discussions, recommendations and actions to be taken;
(6) The appointment, removal and terms of remuneration of the Chief
Risk Officer (if any) shall be subject to review by the Risk Management Committee;
(7) The Risk Management committee shall coordinate its activities with
other committees, in instances where there is any overlap with activities of such
committees, as per the framework laid down by the Board of Directors;
(8) Laying down risk assessment and minimization procedures and the
procedures to inform Board of the same;
(9) Framing, implementing, reviewing and monitoring the risk management
plan for the Company and such other functions, including cyber security, as may be
delegated by the Board
(10) The Risk Management committee shall have powers to seek
information from any employee, obtain outside legal or other professional advice and
secure attendance of outsiders with relevant expertise, if it considers necessary; and
(11) Perform such other activities as may be delegated by the Board or
specified / provided under the SEBI Listing Regulations, as amended or under any other
applicable law or by any regulatory authority.
The Risk Management Committee is required to meet at least twice in a
year under Regulation 21(3A) of the SEBI Listing Regulations.
Management organization chart
Key Managerial Personnel and Senior Management
Key Managerial Personnel
In addition to Amit Ramani, the Chairman and Managing Director of our
Company, whose details are provided in
" Brief profiles of our Directors" on page 238, the
details of our other Key Managerial Personnel as on the date of this Draft Red Herring
Prospectus are as set forth below:
Ravi Dugar is the Chief Financial Officer of our Company. He has
been associated with our Company since December 9, 2022. In our Company, he is responsible
for preparing and reviewing budgets and financial statements financial planning and
providing strategic directions. Further, he drives the fund-raising activity along with
the stakeholder management and the audit management in our Company. He is an associate
member of the Institute of Chartered Accountants of India. He has 20 years of experience
in finance. Before his association with our Company, he served as the chief financial
officer finance and accounts with Livguard Energy Technologies Private Limited, the vice
president in the finance head fr-international with Bharti Airtel Limited, the vice
president finance department with S Mobile Devices Limited, the general manager finance
(head - business planning and analysis) with Lava International Limited, and the assistant
vice president finance operations with HSBC Electronic Data Processing India Private
Limited. The short-term employee benefits (compensation) paid to him in Fiscal 2023 was
2.90 million. This excludes provision for gratuity and compensated
absences as these are determined on the basis of actuarial valuation for the Company as a
whole.
Amit Kumar is the Company Secretary and Compliance Officer of our
Company. He has been associated with our
Company since April 5, 2018. In our Company, he is responsible for the
investor and other stakeholders' relationships. He holds a bachelor's degree in
arts from Maharshi Dayanand University, Rohtak, Haryana and a master's degree in
business administration from Guru Jambeshwar University of Science & Technology,
Hisar,
Haryana and is an associate member of the Institute of Company
Secretaries of India. He has 10 years of experience in the legal and secretarial
functions. Before his association with our Company, he served as the deputy manager legal
and secretarial with Rhea Retail Private Limited, the deputy manager (secretarial and
legal) with Great Eastern Energy Corporation Limited, the assistant manager (legal and
secretarial) with Inox Wind Limited and the executive secretarial with Unitech Limited.
The short-term employee benefits (compensation) paid to him in Fiscal 2023 was 2.11
million. This excludes provision for gratuity and compensated absences as these are
determined on the basis of actuarial valuation for the Company as a whole.
Senior Management
In addition to the Executive Director of our Company and the Key
Managerial Personnel, whose details are provided in " Brief profiles of our
Directors" and " Key Managerial Personnel" on pages 238 and 252,
respectively, the details of our Senior Management, as on the date of this Draft Red
Herring Prospectus, are as set forth below:
Sumit Lakhani is the deputy chief executive officer of our Company.
He has been associated with our Company since May 27, 2015. In our Company, he is
responsible for sales, marketing, investor relations, strategy and new initiatives,
organizational P&L management and revenue growth. He holds a bachelor's degree in
technology
(computer science and engineering) from Bharati Vidyapeeth's
College of Engineering, Guru Gobind Singh Indraprastha University, Delhi and a post
graduate diploma in management (finance) from S.P. Jain Center of Management,
Dubai/Singapore. He has 17 years of experience in the marketing, sustainable investment
banking and engineering sectors. Before his association with our Company, he has
previously served as the vice president sustainable investment banking business advisory
and sustainable responsible investing with YES Bank, software engineer with TESCO
Hindustan Service Centre Private Limited and an associate with ST Asset Management
Limited. The short-term employee benefits (compensation) paid to him in Fiscal 2023 was
19.34 million. This excludes provision for gratuity and compensated absences as these are
determined on the basis of actuarial valuation for the Company as a whole.
Deepayan Sen is the head of real estate and leasing department of
our Company. He has been associated with our Company since July 16, 2015 and he is
responsible for forecast, understand, evaluate and build the supply strategy for business
growth and opportunity. He holds a certificate of business professional programmer from
Department of Electronics and Accreditation of Computer Class (DOEACC) Society and he has
cleared intermediate examination of the Institute of Costs and Works Accountants of India.
He has 16 years of experience in the real estate sector. Before his association with our
Company, he has previously served as the national lead RE and LP in real estate and
projects department with Staples Future Office Products Limited, the manager of
development and expansion department with METRO Cash & Carry India Private Limited,
the deputy manager with Pantaloon Retail (India) Limited and the assistant manager
(business development) with Radhakrishna Consumer Services Private Limited. The short-term
employee benefits (compensation) paid to him in Fiscal 2023 was 7.92 million. This
excludes provision for gratuity and compensated absences as these are determined on the
basis of actuarial valuation for the Company as a whole.
Manu Dhir is the chief operating officer of our Company. He has
been associated with our Company since February 16, 2015. In our Company, he is
responsible for supervising our daily business operations, leading key initiatives and
implementing Company-wide strategies. He holds a diploma in hotel management from National
Council for Hotel Management and Catering Technology, New Delhi, Delhi, a professional
certificate in food and beverage management from College of Management and Tourism
Studies, Lucknow, Uttar Pradesh and a certificate from the Federation of Hotel and
Restaurant Associations of India for participating in their professional development
programme (finance for non-finance managers). He has 25 years of experience in the
hospitality, restaurants and beverage sector. Before his association with our Company, he
has previously served as the chief operating officer with SilverMaple Healthcare Services
Private Limited, the president operations with Satyam Cineplexes Limited, the chief
operating officer with EWDL Food & Beverages Private Limited, the head operations CM
brands with Citymax Hospitality India Private Limited (a part of Landmark Group), the
general manager with Mars Restaurants and Sky Gourmet Catering Private Limited, and the
operations manager with Oberoi Flight Services, Delhi. The short-term employee benefits
(compensation) paid to him in Fiscal 2023 was 7.99 million. This excludes provision for
gratuity and compensated absences as these are determined on the basis of actuarial
valuation for the Company as a whole.
Relationships among Key Managerial Personnel, Senior Management and
Directors
Except as specified in " Relationships between our Directors
and Key Managerial Personnel or Senior
Management", none of our Key Managerial Personnel or the
Senior Management are related to each other or to the Directors of our Company.
Arrangements or understanding with major Shareholders, customers,
suppliers or others
None of our Key Managerial Personnel or our Senior Management have been
appointed pursuant to any arrangement or understanding with any major Shareholders,
customers or suppliers of our Company, or others.
Changes in the Key Managerial Personnel or the Senior Management in
last three years
Except as mentioned below, and as specified in " Changes to our
Board in the last three years" on page 242, there have been no changes in the Key
Managerial Personnel or Senior Management during the preceding three years:
Name |
Date of change |
Reason |
Jitesh Bhugra |
March 23, 2022 |
Appointed as chief financial officer |
Jitesh Bhugra |
December 9, 2022 |
Resignation as chief financial officer |
Ravi Dugar |
December 9, 2022 |
Appointed as chief financial officer |
The rate of attrition of our Key Managerial Personnel and our Senior
Management is not high in comparison to the industry in which we operate.
Status of Key Managerial Personnel and Senior Management
As on the date of this Draft Red Herring Prospectus, all our Key
Managerial Personnel and Senior Management are permanent employees of our Company.
Service Contracts and retirement or termination benefits
Other than statutory benefits upon termination of their employment in
our Company or retirement, no officer of our Company, including our Directors, our Key
Managerial Personnel or Senior Management is entitled to any benefits upon termination of
employment, including under any service contract with our Company. Further, other than the
respective employment agreements/appointment letters entered into by our Key Managerial
Personnel or Senior Management with our Company or our Subsidiary, as the case may be,
none of our Directors, Key Managerial Personnel or Senior Management have entered into a
service contract/appointment letter with our Company or our Subsidiary pursuant to which
they are entitled to such statutory benefits upon termination of their employment in our
Company.
Shareholding of the Key Managerial Personnel and Senior Management
Except as disclosed below, none of our other Key Managerial Personnel
and the Senior Management hold any Equity Shares in our Company:
Key Managerial Personnel
Name |
No. of Equity Shares |
Percentage of the
pre-Offer paid up share capital (%) |
Percentage of the
post-Offer paid up share capital, on a fully diluted basis (%)* |
Amit Ramani |
12,108,820 |
63.23 |
[?] |
* Subject to finalisation
of Basis of Allotment. |
|
|
|
Senior Management
Name |
No. of Equity Shares |
Percentage of the
pre-Offer paid up share capital (%) |
Percentage of the
post-Offer paid up share capital, on a fully diluted basis (%)* |
Sumit Lakhani |
123,859 |
0.65 |
[?] |
Contingent and deferred compensation payable to Key Managerial
Personnel and Senior Management
As on the date of this Draft Red Herring Prospectus, there is no
contingent or deferred compensation which accrued to our Key Managerial Personnel for
Fiscal 2023, which does not form part of their remuneration for such period.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior
Management
Except as mentioned below and set out in " Terms of appointment
of our Directors" on page 240, our Company does not have any performance linked
bonus or a profit-sharing plan in which our Key Managerial Personnel and the Senior
Management participate. Our Company makes bonus payments to our Key Managerial Personnel
or the Senior Management, in accordance with their terms of appointment:
1. Pursuant to a resolution passed by our Board of Directors at their
meeting held on October 31, 2022, Sumit Lakhani is eligible to receive employee stock
options equivalent to 0.15% of the prevailing share capital of our Company, on fully
diluted basis, on April 1, 2024, and April 1, 2025, at a strike price of 90 per employee
stock option after driving annual revenue and contribution margin AOP targets. If the
achieved numbers are below 75% of the targeted annual number, then there shall be no
employee stock option pay-out and if achieved numbers are 10% or higher than the targeted
number then 110% or higher of the proportionate equity (corresponding to that year) to be
granted.
2. Pursuant to the resolution passed by the Board of Directors of our
Company in their meeting held on December 8, 2023, total of 125,000 and 75,000 employee
stock options were granted to Sumit Lakhani and Deepayan Sen respectively at a strike
price of 273.10 per employee stock options and vesting of such employee stock options are
subject to the receipt of listing and trading approvals by our Company from the Stock
Exchanges pursuant to the IPO.
3. Pursuant to the increment letter dated December 11, 2023, Sumit
Lakhani shall receive a one-time cash bonus of 15.00 million, which is contingent on the
IPO listing of our Company.
Interest of Key Managerial Personnel and Senior Management
For further details of the interest of our Executive Director in our
Company, see "Our Management Interest of Directors" on page 242.
Our Key Managerial Personnel and the Senior Management are interested
in our Company to the extent of the remuneration (including any variable pay or
sales-linked incentives), or benefits to which they are entitled to as per their terms of
appointment and reimbursement of expenses incurred by them during the ordinary course of
their service. For further details, see "Summary of the Offer Document Summary of
Related Party Transactions" on page 32.
Our Key Managerial Personnel and the Senior Management may also be
deemed to be interested to the extent of any dividend payable to them and other
distributions in respect of Equity Shares held by them in our Company and any share-based
employee benefit receivable by them.
Our Key Managerial Personnel and Senior Management may be interested to
the extent of employee stock options that may be granted to them from time to time under
the EDSOP 2015 and other employee stock option schemes that may be formulated by our
Company from time to time. For further details, see "Capital Structure ESOP
Schemes Employee and Director Stock Option Plan 2015" on page 106.
None of our Key Managerial Personnel or Senior Management have been
paid any consideration of any nature from our Company, other than their remuneration.
Except as disclosed below, there are no other loans and advances which
have been made by the Company to any of its Key Managerial Personnel or Senior Management,
or person/entity related to them:
S. No. |
Name of borrower |
Nature of interest |
Nature of facility |
Amount (in million) |
Term |
Rate of interest (%) |
Security provided |
Purpose |
1. |
Sumit Lakhani |
Simple interest |
Loan |
5.00 |
2 years |
4.20% |
Nil |
General |
2. |
Manu Dhir |
Simple interest |
Loan |
2.00 |
2 years |
5.00% |
Nil |
General |
Employee Stock Option Plan
For details about the EDSOP 2015 Scheme, see "Capital Structure
ESOP Schemes" on page 106.
Payment or Benefit to officers of our Company (non-salary related)
Except statutory entitlements for benefits upon termination of their
employment in our Company or retirement, no officer of our Company, including our
Directors, Key Managerial Personnel, Senior Management, is entitled to any benefits upon
termination of employment under any service contract entered into with our Company.
Except as stated in " Interests of Directors" on page
242, " Interest of Key Managerial Personnel and Senior Management" on page
255 and as stated in "Other Financial Information Related Party Transactions"
on page 347, no amount or benefit in kind has been paid or given within the two
years preceding the date of this Draft Red Herring Prospectus or is intended to be paid or
given to any officer of our Company, including our Directors, Key Managerial Personnel and
Senior Management except remuneration and re-imbursements for services rendered as
Directors, officers or employees of our Company.