COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

The Company constituted Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee. All committees have a combination of Executive, Non-Executive and Independent Directors. The Chairman of all the committees is an Independent Director.

As per the charter of respective committees, committees deliberate on the matters referred to it by the Board. Information and data that is important to the committees to discuss the matter is distributed in writing to the members of the committees well in advance of the meeting. Recommendations of the committees are submitted to the Board to take decision on the matter referred.

The members of the committee, who are not able to participate in the meeting physically, generally participate through tele-conferencing or video conferencing.

Audit Committee
The current composition of the Audit Committee is as follows:

• To review the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
• To review, with the management, annual financial statements before submission to the Board for approval, with particular reference to
• Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of Clause (5) 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;
• 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;
• Qualifications in the draft audit report.
• To grant approval of recommendation for appointment, remuneration and terms of appointment of auditors.
• To grant approval of payment to statutory auditors for any other services rendered by the statutory auditors.
• To review, with the management, the quarterly financial statements before submission to the Board for approval;
• To recommend to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and fixation of audit fees;
• To grant approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• To hold discussion with the 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 review management letters / letters of internal control weaknesses issued by the statutory auditors;
• To recommend appointment, removal and terms of remuneration of the Chief Internal Auditor;
• To hold discussion with Internal Auditors on any significant findings and follow up there on;
• To review internal audit reports relating to internal control weaknesses;
• To review, with the management, performance of statutory and internal auditors and adequacy of internal control systems;
• To review 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;
• To review the findings of any internal investigations by the internal auditors in the 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;
• To review the internal financial controls and risk management systems.
• To review the Inter-corporate loans and Investments.
• Approval or any subsequent modification of transactions of the Company with the related party;
• To review 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;
• To review management discussion and analysis of financial condition and results of operations;
• To review statement of significant related party transactions (as defined by the audit Committee), submitted by management;
• To review the functioning of the Whistle Blower mechanism;
• To review, with the management, the statement of uses / application of funds raised through an initial public offering of the Company, the statement of funds utilized for purposes other than those stated in prospectus and making appropriate recommendations to the Board to take up steps in this matter;
• Approval of appointment of CFO (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;
• To review on a quarterly basis, the details of related party transactions entered into by the listed entity pursuant to each of the omnibus approvals given.
• To review the Financial statements, in particular, the investments made by the unlisted subsidiary.
• To carry out any other function as is mentioned in the terms of reference of the Audit Committee and entrusted by the Board

Nomination and Remuneration Committee
The current composition of the Nomination and Remuneration Committee is as follows:

• To grant approval for formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees.
• To grant approval for formulation of criteria for evaluation of performance of independent Directors and the Board of Directors.
• To grant approval for devising a policy on diversity of Board of Directors.
• To approve and recommend to the Board of Directors appointment of persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down as well as removal.
• To grant approval whether to extent or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Stakeholders Relationship Committee
The current composition of the Stakeholders Relationship Committee is as follows:

• To supervise and ensure efficient share transfers, share transmission, transposition, etc;
• To approve allotment, transfer, transmission, transposition, consolidation, split, name deletion and issue of duplicate share certificate of equity shares of the Company;
• To redress shareholder and depositor complaints like non-receipt of Balance Sheet, non-receipt of declared Dividend, etc.
• To review service standards and investor service initiatives undertaken by the Company;
• To address all matters pertaining to Registrar and Share Transfer Agent including appointment of new Registrar and Share Transfer Agent in place of existing one;
• To address all matters pertaining to Depositories for dematerialization of shares of the Company and other matters connected therewith; and
• To attend to any other responsibility as may be entrusted by the Board within terms of reference.

Corporate Social Responsibility
The current composition of the Corporate Social Responsibility Committee is as follows:

• Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in areas of CSR chosen by the Board from time to time.
• The Committee shall recommend the projects/activities to be taken up during the financial year to the Company's Board of Directors.
• To receive reports and review activities initiated or/and implemented by the Company from associated agencies and companies managing CSR operations of the Company across all areas.
• Recommending the amount of expenditure to be incurred on the activities to the Board to ensure that the financial statements relating to CSR is correct, sufficient and credible.
• Approval of payment to any independent professionals or consultants for any other services rendered for the purpose of monitoring and effectively implementing the CSR projects/programmes of the Company.
• To review the internal CSR program of the Company, ensure co-ordination between internal and external activities and ensure that the internal CSR function is adequately resourced and has appropriate standing within the Company.
• Monitor and Review the CSR projects from time to time as may be required.
• The Committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.
• Comply with the requirements of the Act and Rules as applicable to the Company
• To consider other matters as may be specified by the Board.