Board Committees

As on date of this Draft Red Herring Prospectus, our Board comprises nine Directors including one Managing Director and CEO, three Non-Executive Non-Independent Directors of which one is the Chairman and Non-Executive Non-Independent Director and two are Non-Executive Non-Independent Directors and five Non-Executive Independent Directors, of which one is a woman Independent Director.

Committees of the Board

The Board functions either as a full board, or through various committees constituted to oversee specific operational areas.

Audit Committee

The Audit Committee of our Board consists of three members. The members of the Audit Committee are:

The terms of reference of our Audit Committee of our Company includes the following:

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:
   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, 2013;
   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;
   7. 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 issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the board to take up steps in this matter; 
7. reviewing and monitoring 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 there on;
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. meeting with statutory auditors independent of management;
18. 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;
19. to review the functioning of the whistle blower mechanism;
20. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
21. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
22. 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; 
23. reviewing compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended and verifying that the systems for internal control are adequate and are operating effectively;
24. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

The audit committee shall mandatorily review the following information:

1. management 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; and
4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
5. statement of deviations:
   1. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
   2. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
6. Such information as may be prescribed under the Companies Act, and the rules thereunder, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended.
7. To review the financial statements, in particular, the investments made by an unlisted subsidiary.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board consists of three members. The members of the Nomination and Remuneration Committee are: 

Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee of our Company include the following:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (“Board”) a policy relating to the remuneration of the directors, key managerial personnel and other employees (“Remuneration Policy”). The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that:

1. 1. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;
   2. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
   3. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.
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 agency, 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. formulation of criteria for evaluation of performance of independent directors and the Board; 
4. devising a policy on Board diversity; 
5. identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommending to the Board their appointment and removal;
6. 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. recommend to the Board, all remuneration, in whatever form, payable to senior management; and
8. carrying out any other activities as may be delegated by the Board and functions required to be carried out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.”
9. the Nomination and Remuneration Committee shall perform 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, including the following:
   1. administering the employee stock option plans of the Company, as may be required;
   2. determining the eligibility of employees to participate under the employee stock option plans of the Company;
   3. granting options to eligible employees and determining the date of grant;
   4. determining the number of options to be granted to an employee;
   5. determining the exercise price under the employee stock option plans of the Company; and 
   6. construing and interpreting the employee stock option plans of the Company and any agreements defining the rights and obligations of the Company and eligible employees under the employee stock option plans of the Company, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the employee stock option plans of the Company.

Stakeholders Relationship Committee

The Stakeholders’ Relationship Committee of the Board consists of three members. The members of the Stakeholders’ Relationship Committee are: 

The terms of reference of the Stakeholders’ Relationship Committee of our Company include the following:

1. resolving 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.;
2. review of measures taken for effective exercise of voting rights by shareholders;
3. review of adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent; 
4. review of 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
5. carrying out any other functions required to be carried out by the Stakeholders Relationship Committee as contained in the Companies Act, SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
6. resolving grievances of debenture holders related to creation of charge, payment of interest/ principal, maintenance of security cover and any other covenants.

Environmental, Social and Governance and Corporate Social Responsibility Committee

The Environmental, Social and Governance and Corporate Social Responsibility Committee of our Board consists of three members. The members of the Environmental, Social and Governance and Corporate Social Responsibility Committee are:

The Environmental, Social and Governance and Corporate Social Responsibility Committee is hereby authorised to perform the following functions:

1. Formulate and recommend to the Board, a “Corporate Social Responsibility Policy” stipulating, amongst others, the guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual action plan and which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, as amended and the rules made thereunder and make any revisions therein as and when decided by the Board;
2. Review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) in accordance with applicable law;
3. Monitor the corporate social responsibility policy of the Company and its implementation from time to time; and 
4. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board from time to time and/or as may be required under applicable law, as and when amended from time to time.

The terms of reference of the Environmental, Social and Governance (“ESG”) and Corporate Social Responsibility (“CSR”) Committee of our Company include:

1. The 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.
2. The 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.

Risk Management Committee

The Risk Management Committee of our Board consists of five members. The members of the Risk Management Committee are:

The terms of reference of the Risk Management Committee of our Company include:

1. to formulate a detailed risk management policy which shall include:

1. 1. 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, mitigation of fraud or any other risk as may be determined by the Risk Management Committee;
   2. measures for risk mitigation including systems and processes for internal control of identified risks; and 
   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 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. The Risk Management 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;
7. any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.