1. AUDIT COMMITTEE

Composition of Audit Committee

The Company has duly constituted Audit Committee, with the powers and roles in accordance with the prevailing regulatory requirements. The Committee acts as a link amongst the Management, Auditors and the Board of Directors. The members of the Audit Committee are:

Sr. No.	Name of Director(s)	Acting in the Committee as	Category
1.	Mrs. Hutokshi Wadia	Chairperson	Non-Executive & Independent Director
2.	Dr. Satish Ugrankar	Member	Non-Executive & Independent Director
3.	Dr. Bharat Kumar Singh	Member	Non-Executive & Independent Director
4.	Mr. A. Dhananjaya	Member	Non-Executive & Independent Director
5.	Mr. Prakash Kacholia	Member	Executive Director

Terms of Reference

The role and terms of reference of the Audit Committee are set out in Regulation 18(3) read with Part C of Schedule II of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors of the Company. The terms of reference of the Audit Committee broadly are:

• Approval of annual internal audit plan;
• Review and approval of related party transactions;
• Review of financial reporting systems;
• Ensuring compliance with regulatory guidelines;
• Reviewing the quarterly, half yearly and annual financial results;
• Discussing the annual financial statements and auditors report before submission to the Board with particular reference to the
  • Director’s Responsibility Statement;
  • major accounting entries;
  • significant adjustments in financial statements arising out of audit findings;
  • compliance with SEBI (LODR) Regulations, 2015 etc.;
• Interaction with statutory, internal and cost auditors;
• Recommendation for appointment and remuneration of auditors; and
• Reviewing and monitoring the auditor’s independence and performance etc.
• Reviewing the functioning of the whistle blower mechanism/ vigil Mechanism;
• Evaluation of internal financial controls and risk management systems.
• 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.

Further the Audit Committee also mandatorily reviews the following information:

• Management Discussion and Analysis of financial condition and results of operations;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration ofvthe internal auditor shall be subject to review by the Audit Committee; and
• 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) of SEBI (LODR) Regulations, 2015;
  • Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7) of SEBI (LODR) Regulations, 2015.

In addition to the above, the Audit Committee also reviews the financial statements and details of investments made by the Subsidiary Companies.

2. NOMINATION AND REMUNERATION COMMITTEE(NRC)

Composition of Nomination & Remuneration Committee

Pursuant to provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Nomination and Remuneration Committee of the Board is duly constituted. The members of the Nomination and Remuneration Committee are:

Sr. No.	Name of Director(s)	Acting in the Committee as	Category
1.	Mrs. Hutokshi Wadia	Chairperson	Non-Executive & Independent Director
2.	Mr. S. K. Saboo	Member	Non-Executive & Independent Director
3.	Dr. Satish Ugrankar	Member	Non-Executive & Independent Director
4.	Dr. Bharat Kumar Singh	Member	Non-Executive & Independent Director
5.	Mr. A. Dhananjaya	Member	Non-Executive & Independent Director

Terms of Reference

The Nomination, Remuneration and Compensation Committee determines the Company’s policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment and carry out the role as per the corporate governance regulations framed by the authorities from time to time as under :

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
• 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:
  • 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
• Formulation of criteria for evaluation of performance of Independent Directors and the Board;
• Recommend to the board, all remuneration, in whatever form, payable to senior management.
• Devising a policy on Board diversity;
• 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. (The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report)
• Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of the performance evaluation of Independent Directors.

The Nomination, Remuneration and Compensation Committee also meets as and when required for the purpose of proper administration and implementation of the ESOP Schemes formulated by the Company from time to time.

The main function of the committee includes implementation, administration and superintendence of the ESOP Scheme formulated by the Company from time to time and to formulate the detailed terms and conditions for the same including.

• The quantum of options to be granted under an ESOP Scheme per employee and in aggregate
• The Eligibility Criteria
• The Schedule for Vesting of Employee Stock Options;
• The conditions under which the Employee Stock Option vested in Employees may lapse in case of termination of employment for misconduct;
• The procedure for making a fair and reasonable adjustment to the number of Employee Stock Options and to the Exercise Price in case of a corporate action such as rights issues, bonus issues, merger, sale of division and others.
• The procedure and terms for the Grant, Vest and Exercise of Employee Stock Option;
• The procedure for cashless exercise of employee stock options, if required
• Approve forms, writings and/or agreements for use in pursuance of the ESOP Schemes.
• Frame suitable policies and systems to ensure that there is no violation by an employee of
  • (a) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and
  • (b) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003
• Frame any other byelaws, rules or procedures as it may deem fit for administering ESOP.

3. STAKEHOLDERS' RELATIONSHIP COMMITTEE (SRC)

Composition of SRC

Pursuant to provisions of Section 178(5) of the Companies Act, 2013 read with Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, ‘Stakeholders Relationship Committee’ of the Board has been constituted. The Committee meets to deal with matters relating to redressal of complaints from shareholders regarding transfers, non-receipt of Annual Report, non-receipt of declared dividends, etc. and to review effectiveness of Investors’ relations system of the Company.

The Committee consist of following members:

Terms of Reference

The role and terms of reference of Stakeholders Relationship Committee are set out in Regulation 20 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015, besides other terms as may be referred by the Boad of Directors of the Company.

• Resolving the grievances of the security holders of the listed entity 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;
• Review of measures taken for effective exercise of voting rights by shareholders;
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;
• 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;

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

Composition of CSR

The ‘Corporate Social Responsibility Committee’ of the Board constituted pursuant to the provisions of section 135 of the Companies Act, 2013, comprises of the following members: