Board and Committee Composition

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	Category	Designation
Mr. S Madhavan	Non-Executive Independent Director	Chairman
Mr. Ravi Uppal	Non-Executive Independent Director	Member
Mr. Vineet Agarwal	Managing Director	Member

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. S Madhavan	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. Vineet Agarwal	Member	Executive 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.