Composition of Committees

The Corporate Social Responsibility (CSR) Committee shall be responsible for formulating, overseeing and monitoring the Company's CSR framework and related governance practices, in accordance with applicable laws and regulations.

The Committee shall, inter alia, undertake the following responsibilities:

• Formulate and recommend to the Board a Corporate Social Responsibility Policy outlining the CSR activities to be undertaken by the Company, in accordance with Schedule VII of the Companies Act, 2013
• Recommend the amount of expenditure to be incurred on CSR initiatives and monitor utilisation of such funds
• Monitor the implementation of the CSR Policy and review CSR activities undertaken by the Company from time to time
• Ensure compliance with applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable statutes, rules and regulations, including any amendments or re-enactments thereof
• Review and monitor adherence to the Company's corporate governance standards and recommend corrective actions to the Board, where considered necessary
• Periodically advise the Board on significant developments in laws, regulations and best practices relating to corporate governance
• Review the adequacy and effectiveness of the Company's Corporate Governance framework, including the Code of Conduct, Code of Ethics and other internal policies, and monitor their integration into business practices and organisational culture
• Formulate or approve governance-related codes, policies or guidelines, as may be required to strengthen governance practices
• Oversee dissemination of accurate and timely information to investors, institutions, media and the public, with a view to protecting and enhancing the Company's reputation
• Provide oversight on significant corporate communications, including engagement with external consultants or advisors, where required
• Encourage establishment of structured and standardised internal communication mechanisms across the Company to promote transparency and informed participation
• Perform such other functions as may be assigned by the Board of Directors from time to time or as may be required under applicable statutory provisions, notifications or amendments thereto

The Stakeholders' Relationship Committee shall be responsible for overseeing and monitoring matters relating to the interests of the Company's shareholders, debenture holders and other security holders.

The Committee shall, inter alia, perform the following functions:

• Supervise and review all matters pertaining to transfer, transmission and dematerialisation of the Company's securities
• Approve issuance of duplicate share or debenture certificates, in accordance with applicable laws and regulations
• Monitor the performance and service delivery of the Company's Registrar and Share Transfer Agent (RTA)
• Review compliance with the Company's Code of Conduct for Prevention of Insider Trading
• Consider, resolve and monitor investor and security holder grievances, including matters relating to:
  • Transfer and transmission of securities
  • Non-receipt of annual reports, statutory communications or declared dividends
  • Issuance of new or duplicate certificates
  • Conduct of general meetings and related investor services
• Review measures taken to facilitate effective exercise of voting rights by shareholders
• Evaluate adherence to service standards adopted by the Registrar and Share Transfer Agent and recommend improvements, wherever necessary
• Review initiatives undertaken by the Company to reduce unclaimed dividends and ensure timely dispatch of dividend warrants, annual reports and statutory notices
• Perform such other functions as may be assigned by the Board of Directors from time to time or as may be required under applicable statutory provisions, rules, regulations or amendments thereto

Objective

The Audit Committee supports the Board in discharging its oversight responsibilities relating to the integrity of the Company's financial reporting, accounting standards, audit processes and compliance with applicable laws and regulations.

The Committee is entrusted with supervising the financial reporting framework, review of statutory and internal audit functions, auditor independence and remuneration, and the adequacy of internal controls and risk management systems adopted by the Company.

Powers of the Committee

The Audit Committee shall have the authority to:

• Examine and investigate any matter falling within the scope of its terms of reference
• Seek information and explanations from any employee of the Company
• Obtain independent legal, accounting or other professional advice, as considered necessary
• Invite external experts or professionals to attend meetings, where specialised expertise is required

Terms of Reference

The Audit Committee shall, inter alia, perform the following functions:

Financial Reporting & Disclosure

• Oversee the financial reporting process and review disclosures made by the Company to ensure accuracy, adequacy and reliability of financial statements
• Review annual financial statements and the auditor's report thereon prior to submission to the Board, with specific focus on:
  • Matters required to be included in the Directors' Responsibility Statement under Section 134 of the Companies Act, 2013
  • Changes in accounting policies or practices and justification thereof
  • Significant accounting estimates and judgements made by management
  • Material audit adjustments arising from audit observations
  • Compliance with applicable listing regulations and statutory requirements
  • Disclosure of related party transactions
  • Qualifications, reservations or modified opinions expressed in the audit report
• Review quarterly financial results before their submission to the Board for approval

Auditors & Audit Process

• Recommend the appointment, re-appointment, remuneration and terms of engagement of statutory auditors, including cost auditors
• Approve payments to statutory auditors, including cost auditors, for services other than statutory audit
• Monitor and assess the independence, performance and effectiveness of statutory and internal auditors
• Discuss with statutory auditors the scope, coverage and approach of audit prior to commencement and review post-audit observations

Internal Controls & Risk Management

• Evaluate the adequacy and effectiveness of internal financial controls and risk management systems
• Review the performance of internal audit function, including structure, staffing, reporting framework, coverage and audit frequency
• Review internal audit reports highlighting control weaknesses and management responses thereto
• Discuss significant findings with internal auditors and track corrective actions

Related Party & Transactions Oversight

• Approve or ratify related party transactions and any subsequent modifications thereof
• Review and scrutinise inter-corporate loans, guarantees and investments
• Review valuation of undertakings or assets, wherever required

Funds Utilisation & Issue Proceeds

• Review statements of utilisation of funds raised through public, rights or preferential issues
• Examine deviations, if any, from stated objects of issue and review reports of monitoring agencies
• Make suitable recommendations to the Board regarding corrective measures

Compliance & Governance Oversight

• Review whistle blower / vigil mechanism and oversee implementation thereof
• Review instances of material defaults in payments to depositors, debenture holders, shareholders or creditors
• Review show cause notices, demand notices, prosecutions and penalty proceedings of material significance
• Review material defaults in financial obligations by or to the Company

Management & Senior Appointments

• Approve appointment of the Chief Financial Officer after assessing qualifications, experience and background
• Review appointment, removal and remuneration of the Chief Internal Auditor

Mandatory Reviews

The Committee shall mandatorily review:

• Management Discussion and Analysis of financial performance and operations
• Statements of significant related party transactions submitted by management
• Management letters and internal control observations issued by statutory auditors
• Internal audit reports highlighting control deficiencies
• Statements of deviations under Regulation 32 of SEBI (LODR) Regulations, 2015
• Investments made by unlisted subsidiary companies

Other Oversight Responsibilities

• Review compliance reports under SEBI (Prohibition of Insider Trading) Regulations, 2015
• Formulate the scope, periodicity and methodology of internal audits
• Review material litigation, claims, or regulatory actions that may have significant financial or reputational impact
• Review joint venture or collaboration arrangements of material nature
• Review sale or disposal of material investments, subsidiaries or assets outside the ordinary course of business
• Review foreign exchange exposure and mitigation measures, where material
• Review utilisation of loans, advances or investments by the holding company exceeding prescribed thresholds

Residual Authority

• Perform such other functions as may be assigned by the Board from time to time
• Comply with any additional responsibilities as mandated under applicable laws, regulations, circulars or amendments thereto