7)

8)

9)

10)

11)

12)

13)

Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;

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;

Recommend to the board, all remuneration, in whatever form, payable to senior management and other
staff, as deemed necessary;

The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should
ensure that:

a) the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the Company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

c) 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.

perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014,
as amended,

frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:

a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and

b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and
its employees, as applicable.

carrying out any other activities as may be delegated by the Board of Directors of the Company 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.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated August 9, 2021 ,
in compliance with Section 178 and any other applicable law of the Companies Act 2013 and Regulation 20 of
the SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently comprises of:

1.

2.

3.

4.

Rahul Saraogi (Non-Executive Director), chairperson;
Rohini Manian (Independent Director), member;
Gautam Saraogi (Chief Executive Officer and Executive Director), member; and

Ravi Shankar Ganapathy Agraharam Venkataraman (Non-Executive Nominee Director), member.

Scope and terms of reference:

The role of the Stakeholders’ Relationship Committee shall include the following:

1)

considering and looking into various aspects of interest of shareholders, debenture holders and other
security holders

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