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Statutory Committees

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. Renu Challu
Chairperson
Non-Executive & Independent
2
Mr. Avinash Gandhi
Member
Non-Executive & Independent
3
Mr. Amit Kalyani
Member
Non-Executive & Independent
4
Mr. Arvind Balaji
Member
Non-Executive & Independent
4
Ms. Eranti Sumithasri
Member
Non-Executive & Independent
6
Mr. Andreas Schick
Member
Non-Executive & Non-Independent
7
Mr. Satish Patel
Member
Executive & Non-Independent

Terms of Reference

The terms of reference of the Audit Committee include matters specified in the Companies Act, 2013, Rules made thereunder, the Listing Regulations and those specified by the Board in writing. Besides having access to all required information within the Company the Committee may investigate any activity within its terms of reference, seek information from any employee, secure attendance of outsiders with relevant expertise, or obtain legal or other professional advice from external sources, whenever required.

The Audit Committee acts in accordance with the terms of reference which, inter alia, include:

  1. 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;
  2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
  3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  4. Reviewing, with the Management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
      a) Matters required to be included in the 'Directors’ Responsibility Statement'
      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 statement
      f) Disclosure of any related party transactions
      g) Qualifications / Modified opinion(s) in the draft audit report
  5. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;
  6. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the 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;
  7. Review and monitor the auditor’s independence and performance and effectiveness of audit process;
  8. Approval or any subsequent modification of transactions of the Company with related parties;
  9. Scrutiny of inter-corporate loans and investments;
  10. Valuation of undertakings or assets of the Company, wherever it is necessary;
  11. Evaluation of internal financial controls and risk management systems;
  12. Reviewing, with the Management, performance of statutory and internal auditors, adequacy of the internal control systems;
  13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
  14. Discussion with internal auditors of any significant findings and follow up thereon;
  15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
  16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
  18. To review the functioning of the Whistle Blower Mechanism;
  19. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
  20. Carrying out any other function as is included in the terms of reference of the Audit Committee.
  21. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

2. Nomination and Remuneration Committee (NRC)

Composition of NRC

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. Renu Challu
Chairperson
Non-Executive & Independent
2
Mr. Avinash Gandhi
Member
Non-Executive & Independent
3
Mr. Amit Kalyani
Member
Non-Executive & Independent
4
Mr. Arvind Balaji
Member
Non-Executive & Independent
5
Mr. Dharmesh Arora
Member
Non-Executive & Non-Independent
6
Ms. Corinna Schittenhelm
Member
Non-Executive & Non-Independent

Terms of Reference of NRC

The terms of reference of the Audit Committee include matters specified in the Companies Act, 2013, Rules made thereunder, the Listing Regulations and those specified by the Board in writing. Besides having access to all required information within the Company the Committee may investigate any activity within its terms of reference, seek information from any employee, secure attendance of outsiders with relevant expertise, or obtain legal or other professional advice from external sources, whenever required.

The Committee shall act in accordance with the terms of reference which shall, inter alia, include:

  1. 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:
      • use the services of an external agencies, if required;
      • consider candidates from a wide range of backgrounds, having due regard to diversity; and
      • consider the time commitments of the candidates
  2. Formulation of criteria for performance evaluation of Independent Directors and the Board;
  3. Devising a policy on Board diversity;
  4. 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.
  5. Whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors.

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:

Sr. No.
Name of Director(s)
Acting in the Committee as
Category
1
Mrs. Renu Challu
Chairperson
Non-Executive & Independent
2
Mr. Satish Patel
Member
Executive & Non-Independent
3
Mr. Harsha Kadam
Member
Executive & Non-Independent

Terms of Reference of SRC

The Committee shall act in accordance with the terms of reference which, inter alia, include:

1. 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;

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. 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;

4. 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;

5. The Committee shall meet at least once a year.

4. Corporate Social Responsibility (CSR) Committee

Composition of CSR Committee

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

Sr. No.
Name of Director(s)
Acting in the Committee as
Category
1
Mr. Arvind Balaji
Chairman
Non-Executive & Independent
2
Mr. Amit Kalyani
Member
Non-Executive & Independent
3
Ms. Corinna Schittenhelm
Member
Non-Executive & Non-Independent
4
Mr. Harsha Kadam
Member
Executive & Non-Independent

5. Risk Management Committee (RMC)

Composition of RMC

Pursuant to the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the ‘Risk Management Committee’ (‘RMC’) has been constituted with the following members:

Sr. No.
Name
Acting in the Committee as
Category
Directors
1
Mr. Dharmesh Arora
Chairman
Non-Executive & Non-Independent
2
Ms. Eranti Sumithasri
Member
Non-Executive & Independent
3
Mr. Andreas Schick
Member
Non-Executive & Non-Independent
4
Mr. Harsha Kadam
Member
Executive & Non-Independent
5
Mr. Satish Patel
Member
Executive & Non-Independent
Members of Senior Management
6
Mr. Sameer Mathur
Member
Chief Operating Officer
7
Mr. Santanu Ghoshal
Member
Vice President - Human Resources

Terms of Reference of RMC

The Committee shall act in accordance with the terms of reference which, inter alia, include:

1. The Committee shall formulate a detailed Risk Management Policy which shall include:

  • 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 Committee.
  • Measures for risk mitigation including systems and processes for internal control of identified risks; and;
  • Business continuity plan.

2. The Committee shall ensure that appropriate methodology processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. The Committee shall monitor and oversee implementation of the Risk Management Policy, including evaluating the adequacy of risk management systems.;

4. The Committee shall periodically review the Risk Management Policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5. The Committee shall keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6. The Committee shall review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);

7. The 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. The 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.

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