Board Committees

Audit Committee

Terms of Reference:

1. Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;
2. Recommending to the Board the appointment, remuneration and terms of appointment of the statutory auditor of the Company;
3. Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;
4. Approving payments to statutory auditors for any other services rendered by the statutory auditors;
5. Formulating a policy on related party transactions, which shall include materiality of related party transactions;
6. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:
   1. 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;
   2. Changes, if any, in accounting policies and practices and reasons for the same;
   3. Major accounting entries involving estimates based on the exercise of judgment by management;
   4. Significant adjustments made in the financial statements arising out of audit findings;
   5. Compliance with listing and other legal requirements relating to financial statements;
   6. Disclosure of any related party transactions; and
   7. 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 utilised 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 to take up steps in this matter. This also includes monitoring the use/application of the funds raised through the proposed initial public offer by the Company;
9. Approval or any subsequent modifications 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;
10. Reviewing, at least on a quarterly basis, the details of the related party transactions entered into by the Company pursuant to each of the omnibus approvals given;
11. Scrutinising of inter-corporate loans and investments;
12. Valuation of undertakings or assets of the Company, wherever it is necessary;
13. Evaluating of internal financial controls and risk management systems;
14. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances, with the chairman 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;
15. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;
16. 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;
17. Discussing with internal auditors on any significant findings and follow up thereon;
18. 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;
19. Discussing 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;
20. Looking 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;
21. Reviewing the functioning of the whistle blower mechanism;
22. Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate;
23. Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as per applicable law;
24. Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and
25. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, the Listing Regulations or by any other regulatory authority.

Powers of the Audit Committee

The powers of the Audit Committee shall include the following:

1. To investigate any activity within its terms of reference;
2. To seek information from any employee;
3. Toobtain outside legal or other professional advice; and
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Reviewing Powers

The Audit Committee shall mandatorily review the following information:

1. Management’s discussion and analysis of financial condition and results of operations;
2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses;
4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;
5. Examination of the financial statements and the auditors’ report thereon, in particular, the investments made by any unlisted subsidiary and
6. Statement of deviations:
   1. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of the Listing Regulations; and
   2. annual statement of funds utilised for purposes other than those stated in the document/prospectus/notice in terms of the Listing Regulations.”

ESG & CSR Committee

(ENVIRONMENTAL, SOCIAL AND GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE)

Terms of Reference:

Terms of reference related to CSR activities:

1. Formulation of a Corporate Social Responsibility ( CSR ) policy for approval by the Board, indicating the thrust areas to be focused on for undertaking projects towards fulfilling its corporate social responsibility; the amount of funds to be spent in each year/over the next few years, the manner of allocation of funds for such areas; the manner of implementation of projects in the areas; monitoring and reporting mechanisms, etc.
2. Reviewing the CSR policy from time to time and making necessary recommendations to the Board for any amendments thereof;
3. Recommending the CSR activities to be undertaken by the Company in accordance with the CSR Policy approved by the Board, and allocating the funds to the activities;
4. Identifying CSR policy partners and programs;
5. Identifying and appointing the CSR team of the Company including its manager, wherever required;
6. Instituting a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company;
7. Instituting mechanisms for assessing the impact of select CSR programs; and
8. Performing such other duties and functions as the Board may require the Committee to undertake to promote the CSR activities of the Company or as may be required under applicable laws.

Terms of reference related to ESG activities:

1. To formulate, oversee, review, and assess the Company’s ESG strategy and to consider and recommend policies, practices, etc. that conform with such strategy.
2. To guide the Management in determining action plans in the areas of climate change, environmental protection and sustainability, human rights, employee health and safety, responsible business practices, enhanced governance, etc.
3. To consider and approve budgets for supporting the finalized action plans.
4. To determine and monitor metrics, systems, and procedures, as deemed necessary and appropriate, in respect of the ESG initiatives.
5. To review the status, impact, and reports on the ESG initiatives carried out by the Company.
6. To review the Company’s engagement with stakeholders on ESG issues.
7. To review and recommend Business Responsibility and Sustainability Reports of the Company as may be required to be filed with Regulatory authorities
8. To periodically report to the Board on ESG matters, including with respect to the Company’s ESG strategy, initiatives, policies, performance, public disclosures, and engagement with stakeholders.
9. To perform such other duties, tasks, and responsibilities relevant to the ESG matters from time to time as may be advised by the Board of Directors.

Nomination and Remuneration Committee

Terms of Reference:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare 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 Committee may:
   1. use the services of an external agencies, if required;
   2. consider candidates from a wide range of backgrounds, having due regard to diversity; and
   3. consider the time commitments of the candidates
3. Formulating of criteria for evaluation of the performance of the independent directors and the Board;
4. Devising a policy on Board diversity;
5. Identifying persons who qualify to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal, and carrying out evaluations of every director’s performance;
6. Determining 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;
7. Analysing, monitoring and reviewing various human resource and compensation matters;
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. Determining compensation levels payable to the senior management personnel and other staff (as deemed necessary), which shall be market-related, usually consisting of a fixed and variable component;
10. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;
11. Performing such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;
12. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:
    1. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; or
    2. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended.
13. Performing such other activities as may be delegated by the Board and/or specified/provided under the Companies Act, the Listing Regulations or by any other regulatory authority”; and
14. Recommend to the Board, all remuneration, in whatever form, payable to senior management.

Risk Management Committee

Terms of Reference:

1. To formulate a detailed risk management policy which shall include:
   1. 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
   2. Measures for risk mitigation including systems and processes for internal control of identified risks.
   3. 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.

Stakeholders Relationship Committee

Terms of Reference:

1. To consider and look into various aspects of interest of shareholders, debenture holders and other security holders;
2. To resolve the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;
3. To review measures taken for effective exercise of voting rights by shareholders;
4. To issue certificates of securities in a timely manner as may be prescribed under the Companies Act, 2013.
5. To review, approve or reject the requests of :
   1. transfer or transmission of equity shares, debentures or any other securities
   2. split, sub-division, consolidation, renewal of certificates of securities
   3. dematerialization/rematerialization of securities
   4. issue of duplicate certificates of securities in case of loss of certificates for any reason
6. To formulate policies in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
7. To review adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent
8. To review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company: and
9. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended or by any other regulatory authority.