Board & Committee Composition

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Board & Committee Composition

The people committed to the success of our shareholders and the growth of TCI

Board & Committee Composition

The people committed to the success of our shareholders and the growth of TCI

Board and Committee Composition

The Board collectively assumes the overarching responsibility of supervising management in the interest of the firm’s shareholders. The Board accomplishes this oversight through both direct involvement and through its committees.

Mr. D.P. Agarwal

Mr. D. P. Agarwal

Chairman & Managing Director

Mr. D. P. Agarwal is the Chairman of TCI Group of Companies. Mr. Agarwal has been associated with transport and logistics industry for more than 54 years. He has been contributing towards developing the unorganized logistics sector into an organized one.

Mr. Agarwal through TCI Foundation has initiated many social and philanthropic activities for common good in the areas of HIV/AIDS, Education, Sports and Skilling. He is also an active member of several other Trusts and philanthropic organisations.

Mr. S. N. Agarwal

Non-Executive Director

Mr. S. N. Agarwal has over 46 years of rich experience in various industries including logistics. Mr. Agarwal also serves as the Chairman of Bhoruka Gases Ltd and Bhoruka Power Corporation Ltd.

He is also a member of the governing body of IIM Bangalore. A magna cum laude graduate in management from Davenport College of Business, US, Mr. Agarwal also holds an Advance Management Program (AMP) certificate from Harvard Business School, USA.

Mr. Vijay Sankar

Independent Director

Mr. Vijay Sankar holds a Masters in Business Administration from the J L Kellogg Graduate School of Management, Northwestern University, Illinois, USA and is also a qualified Chartered Accountant. Prior to that, Vijay earned his Bachelor of Commerce degree from Loyola College in Chennai. Vijay Sankar is the Chairman of The Sanmar Group. The Sanmar Group has revenues of around USD 1 Billion and an asset base over USD 1.5 Billion. As Chairman, he is responsible for the Group’s operational management.

Apart from organic growth of the main businesses, Mr. Sankar has been actively involved in Sanmar’s entry into overseas countries in the Group’s core areas of strengths. The Sanmar Group has manufacturing facilities in Mexico and Egypt, apart from its many manufacturing units in South India. Mr. Sankar is Director on the Board of The KCP Limited, Oriental Hotels Limited and TVS Motor Company Limited. He also serves as Vice President of the Tamil Nadu Tennis Association. Mr. Sankar has travelled abroad widely, apart from a two-year stint in Chicago while earning his MBA. He had also served as the Honorary Consul for Spain in Chennai for close to ten years.

Ms. Gita Nayyar

Independent Director

Ms. Gita Nayyar, is an MBA from the Amos Tuck School of Business Administration, Dartmouth College USA and holds a B.A. Economics (Hons) degree from Jesus and Mary College Delhi.

Ms. Gita Nayyar is a senior finance professional with over 30 years of leadership experience in UK and India with MNC banks and in the Venture Capital Industry. She has extensive cross-functional experience in corporate banking, Investment banking, Wealth management, Fund raising, Investment and Risk management.

Ms. Nayyar serves as an Independent Director on the board of Oriental Hotels Limited and Taj- Sats Air Catering Ltd, both Tata group two companies. She is a member of the board of Governors of IIM – Udaipur and is on the Advisory committee of Helpage India, a large national NGO. Ms. Nayyar is also a Senior Advisor at Fulcrum Ventures Ltd- a mid-market venture capital fund. She has considerable experience in investing in startups and is recognized as a successful angel investor/ mentor.

Mr. Ravi Uppal

Independent Director

Mr. Ravi Uppal has wide-ranging business experience, spanning over 40 years in engineering, manufacturing and infrastructure segments in India and abroad. He served as the Managing Director & Group CEO of Jindal Steel & Power Limited Group, Whole-time Director of L&T Group Board and MD & CEO (Power) at L&T, held various positions in ABB Group including President of Global Markets &, Member of Group Executive Committee, President of ABB in Asia Pacific Region & Chairman & MD of ABB India, and is credited as being the Founding Managing Director of Volvo in India. Mr Uppal has worked for over 15 years in diverse roles in Europe, Middle East, North Africa and South East Asia . He has recently set up a new venture, SISCOL which is undertaking steel based civil & industrial infrastructure in India.

He holds a degree in Mechanical Engineering from the Indian Institute of Technology (IIT) Delhi, which has honoured him as a Distinguished Alumni. He is also an alumnus of the Indian Institute of Management (IIM) Ahmedabad. He has done Advanced Management Program from Wharton Business School, USA. He has been on the board of several companies in India and Europe including BAE, UK, Actis Private Equity, UK, Riverina Bio Energy, Australia and Page Industries, Srei Finance, & Suzlon of India. He has also been on the Board of Governors of the Indian Institute of Management, Bangalore

Mr. Uppal is actively involved in several industry forums including CII, FICCI ,AIMA & academic institutions and holds a keen interest in social and community development in India.

Mr. Vikrampati Singhania

Non-Executive Independent Director

Mr. Singhania is a fourth-generation industrialist belonging to one of the largest industrial groups in India – J.K. Organisation. JK Organisation is an over 125 years old business house with leadership across multiple sectors. The Group is present in 100 countries apart from all India presence with annual sales revenue of over US$ 4.15 billion. The Group manufactures and markets a wide range of products from Paper, Automobile Tyres, Cement, Auto Components, Textiles, Agri Products, etc.

Mr Singhania did his Master’s Degree in Commerce from Kanpur University and his MBA from Fuqua School of Business, Duke University, USA.

Positions held
Mr. Singhania is a Director of JK Organisation, Managing Director of J.K. Fenner (India) Ltd, one the leading automotive and Industrial parts manufacturing company in the country. He is also Managing Director of JK Agri Genetics Ltd, a leader in hybrid seeds for agriculture.

He was the Dy Managing Director, JK Tyre & Industries Ltd., one of the largest Tyre manufacturers in India till January, 2016.

He also heads the Group’s interest in Auto Ancillary, Hybrid Seeds, Power and New Businesses. He is also responsible for starting CliniRx Research Private Ltd., a full service Clinical Research Organisation of the Group, of which he is the Chairman.

Mr Singhania is also deeply involved in the Motors Sports activity of the Organisation.

Association with Professional Bodies

Member of Fuqua Indian Advisory Board of Duke University, USA.
Member of Managing Committee, The Associated Chambers of Commerce & Industry of India (ASSOCHAM).
Member of Executive Committee of Automotive Component Manufacturers Association of India (ACMA).

Mr. Avinash Gupta

Independent Director

Mr. Avinash Gupta is Managing Director of Dun & Bradstreet Information Services India Pvt. Ltd. He is a highly experienced, execution-focused senior leader with a strong, global background and brings more than 3 decades of experience and a vast network of business relationships. He has worked extensively in financial services including M&A, equity and debt financing, private equity placement and advisory across the EMENA and Asia.

Prior to joining Dun & Bradstreet in 2021, he worked with Rabo Equity Advisors where he was the Managing Director since 2018. Over the years, he has held various leadership positions including recently as Head of Deloitte India’s Financial Advisory Services business. He has worked in senior positions across geographies and products in various institutions such as HSBC, UBS, Barings, Citibank, Falcon Capital, and Alpen Capital. In his initial years in the USA, he also worked as an equity analyst covering the Oil Services sector at Wedbush Morgan Securities (Los Angeles) and Howard Weil (New Orleans).

He has an MBA from the A.B. Freeman School of Business, Tulane University (Deans List with full fellowship) and a B.Tech. in Mechanical Engineering from the Indian Institute of Technology, BHU Varanasi. He sits on the National Executive Committees of FICCI and ASSOCHAM.

Mrs. Urmila Agarwal

Non-Executive

Mrs. Urmila Agarwal, with over two decades of expertise and knowledge about the garment manufacturing sector, is the brain behind the origin of TCI EXIM. Mrs. Agarwal began her professional career with TCI EXIM. Today TCI EXIM is amongst the upcoming Garment manufacturing companies in India.

Well-travelled around the globe, she has been keeping pace with changing trends in the garment industry across the world. A successful entrepreneur, a philanthropist and an excellent homemaker, Mrs. Agarwal has accomplished laurels in every sphere of life.

Mr. Vineet Agarwal

Managing Director

Mr. Vineet Agarwal is the Managing Director of Transport Corporation of India Ltd. one of India’s largest logistics companies. He graduated from Carnegie Mellon University and the Owner President Management program from Harvard Business School. Mr. Agarwal joined TCI in 1996 as the Executive Director and has held various roles within the Company.

Under his leadership, TCI has adapted to new technologies and work systems to grow from strength to strength. He has been active in transforming the organization towards value-added services in the area of supply chain management and multimodal logistics. Mr. Agarwal has played a pivotal role in orienting TCI to move from being a mere trucking company to evolve itself as one of India’s foremost integrated multimodal supply chain solutions provider.

He is ex-President of ASSOCHAM, a leading Chamber of Commerce in India and on the Board of the National Start-up Advisory council. Mr. Agarwal is the Chairman of Transystem Logistics International Pvt. Ltd. (a joint venture with Mitsui & Co.) and the Chairman of TCI CONCOR Multimodal Solutions Pvt. Ltd. (a joint venture with Container Corporation of India Ltd.)

Mr. Chander Agarwal

Non-Executive Director

Mr. Chander Agarwal is the Director of TCI. A Bachelor of Science in Business Administration from 1996 to 2001 from Bryant College, Smithfield, RI, Mr. Agarwal joined TCI as Summer Intern and worked in various departments including operations, Logistics and Marketing etc. thereby getting fair amount of exposure to the key functions in the Company.

His hands-on experience with Transfreight USA, a 3PL specializing in ‘lean logistics’ for Toyota Motor vehicles, USA, has given him unmatched knowledge of the Supply Chain Management.

Currently he is spearheading Group TCI’s international expansion across Asia, Latin America & Africa.

Ms. Archana Pandey

Company Secretary
Compliance Officer

Ms. Archana Pandey is the Company Secretary and Compliance Officer of the Company. She has been associated with TCI for approx. 13 years and has an overall experience of approx. 16 years.

Ms. Pandey is an associate member of Institute of Company Secretaries of India (ICSI) and Law Graduate with expertise in carrying out corporate law compliances, SEBI Listing Regulations compliances, other SEBI Laws, Rules and Regulations, FEMA, ESOPs, Corporate Restructuring, fund raising etc.

Board and Committee

Mr. D.P. Agarwal

Chairman & Managing Director

Mr. S. N. Agarwal

Non-Executive Director

Mr. Vijay Sankar

Independent Director

Ms. Gita Nayyar

Independent Director

Mr. Ravi Uppal

Independent Director

Mr. Vikrampati Singhania

Independent Director

Mr. Avinash Gupta

Independent Director

Mrs. Urmila Agarwal

Non-Executive Director

Mr. Vineet Agarwal

Managing Director

Mr. Chander Agarwal

Non-Executive Director

Ms. Archana Pandey

Company Secretary Compliance Officer

Audit Committee Composition

The Audit Committee supports the Board in its role of overseeing management’s duty to ensure that a robust control system is in place. This system is aimed at safeguarding the firm’s assets and revenue, ensuring the accuracy of financial statements, and upholding compliance with the firm’s ethical standards, policies, plans, procedures, and legal regulations.

Name	Designation	Category
Mr. Ravi Uppal	Chairman	Non-Executive Independent Director
Mr. Vijay Sankar	Member	Non-Executive Independent Director
Mr. S N Agarwal	Member	Non-Executive Director

Mandate

oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
recommendation for appointment, remuneration & terms of appointment of auditors of the Company;
approval of payment to statutory auditors for any other services rendered by the statutory auditors;
reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
- 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;
- changes, if any, in accounting policies and practices and reasons for the same;
- 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;
- compliance with listing and other legal requirements relating to financial statements;
- disclosure of any related party transactions;
- modified opinion(s) in the draft audit report;
reviewing, with the management, the quarterly financial statements before submission to the board for approval;
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;
reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
approval or any subsequent modification of transactions of the company with related parties;
scrutiny of inter-corporate loans and investments;
valuation of undertakings or assets of the company, wherever it is necessary;
evaluation of internal financial controls and risk management systems;
reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
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;
discussion with internal auditors of any significant findings and follow up there on;
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;
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;
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;
to review the functioning of the whistle blower mechanism;
approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
carrying out any other function as is mentioned in the terms of reference of the audit committee.
reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore 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
review of the management discussion and analysis of financial condition and results of operations;
review of the statement of significant related party transactions (as defined by the audit committee), submitted by management;
review of the management letters / letters of internal control weaknesses issued by the statutory auditors;
review of the internal audit reports relating to internal control weaknesses;
review of the the appointment, removal and terms of remuneration of the chief internal auditor.
review of the statement of deviations:
- quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
- annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Risk Management Committee :
Composition

Name of the Member	Designation	Category
Mr. Avinash Gupta	Chairman	Non-Executive Independent Director
Mr. Ravi Uppal	Member	Non-Executive Independent Director
Mr. Vineet Agarwal	Member	Managing Director

Mandate

To formulate a detailed risk management policy which shall include:
- A framework for identification of internal and external risks specifically faced by the listed entity, 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 Committee.
- ii. Measures for risk mitigation including systems & processes for internal control of identified risks.
- iii. Business continuity plan.
To ensure that appropriate methodology, processes & systems are in place to monitor and evaluate risks associated with the business of the Company;
To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
To periodically review the risk management policy, at least once in two years;
To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
The appointment, removal and terms of remuneration of the Chief Risk Officer (if any).

Stakeholders Relationship Committee
Composition

Name	Designation	Category
Mr. S N Agarwal	Chairman	Non-Executive Director
Ms Gita Nayyar	Member	Non-Executive Independent Director
Mr. Chander Agarwal	Member	Non-Executive Director

Mandate

Providing guidance and making recommendations to improve investor service levels for the investors;
To assess the status of investor’s complaints;
Compliance of Listing Agreement (s) and periodic reporting to NSDL / CDSL;
Evaluating performance and service standards of the Registrar and Share Transfer Agent of the Company;
Monitors compliance with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 including any amendment thereof;
To review Dematerialization Status of the Company;
Any other matter as may be deemed fit for consideration of the Committee.

Compensation/Nomination & Remuneration Committee
Composition

Name	Designation	Category
Mr. Vikrampati Singhania	Chairman	Non-Executive Independent Director
Mr. Avinash Gupta	Member	Non-Executive Independent Director
Mr. S N Agarwal	Member	Non-Executive Director

Mandate

Identification and recommendation to Board of persons who are qualified to become Director & KMP in accordance with the criteria laid down
Considering recommendations of the KMPs w.r.t. appointment & removal of SMPs in accordance with the criteria laid down and forwarding their recommendations to the Board accordingly.
Assist the Board in ensuring that plans are in place for orderly succession for appointment to the Board & Senior Management.
Ensure that the Board is balanced & follows a diversity policy in order to bring in professional experience in different areas of operations, transparency, corporate governance& financial management etc.
Formulation of the criteria for determining qualifications, positive attributes and independence of a director.
Formulation of evaluation criteria for Independent/Non-Independent/Executive Directors & the Board as a whole & KMPs.
Ensure that directors are inducted through suitable familiarization process & that proper & regular training is given to Independent Directors to update & refresh their skills, knowledge and familiarity with the
Company.
Formulation & supervision of the Remuneration Policy of the Company.
Oversee the formulation and implementation of ESOP Schemes, its administration, supervision, and formulating detailed terms and conditions in accordance with SEBI Guidelines.

Corporate Social Responsibility Committee Composition

Name	Designation	Category
Ms. Gita Nayyar	Chairperson	Non-Executive Independent Director
Mr. D. P. Agarwal	Member	Executive Director
Mrs. Urmila Agarwal	Member	Non-Executive Director
Mr. Chander Agarwal	Member	Non-Executive Director

Mandate

Review the existing CSR Policy;
Provide guidance on various CSR activities to be undertaken by the Company;
Recommend the amount of expenditure to be incurred on CSR activities;
Monitor the activities undertaken under CSR;
Institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by the Company.

Share Transfer Committee Composition

Name	Designation	Category
Mr. D. P. Agarwal	Chairman	Executive Director
Mr. Vineet Agarwal	Member	Executive Director
Mr. Chander Agarwal	Member	Non-Executive Director

Mandate

Transfer/ transmission of shares and such other securities as may be issued by the Company from time to time;
to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
Issue of duplicate share certificates and other securities reported lost, defaced or destroyed, as per the laid down procedure;
issue new certificates against subdivision/ split of shares;
to allot shares pursuant to ESOS options exercised;

Corporate & Restructuring Committee Composition

Name	Designation	Category
Mr. Vikrampati Singhania	Chairman	Non-Executive Independent Director
Mr. Vineet Agarwal	Member	Managing Director
Mr. Chander Agarwal	Member	Non-Executive Director

Mandate

Evaluate and finalise different options for restructuring the Company considering divisions of the Company holding diverse business portfolio including restructuring of the overseas structure.
Appointment of consultants, lawyers, merchant bankers, valuers as may be necessary from time to time.
Such other matters as may be necessary or incidental thereof.