director and recommend to the Board a policy relating to the remuneration of the directors, key
managerial personnel and other employees.

The Nomination and Remuneration Committee, while formulating the above 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 our 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 our Company and its goals.

formulation of criteria for evaluation of performance of independent directors and the Board;
devising a policy on Board diversity;

identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal and shall specify the manner for effective evaluation of performance of the Board, its
committees and individual directors to be carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external agency and review its implementation and
compliance;

whether to extend or continue of the term of appointment of the independent director, on the basis of the
report of performance evaluation of directors;

recommend to the Board, all remuneration, in whatever form, payable to senior management;

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 (Issue of Sweat Equity) Regulations, 2002;

@ the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014; and

d. 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;

perform such other activities as may be delegated by the Board or specified/provided under the
Companies Act 2013 or by the SEBI Listing Regulations or by any other applicable law or regulatory
authority.

Stakeholders Relationship Committee

Our Stakeholders Relationship Committee was constituted by a resolution of our Board dated May 24, 2018 and
was last reconstituted on December 5, 2020, and is in compliance with Section 178 of the Companies Act 2013
and Regulation 20 of the SEBI Listing Regulations. The Stakeholders Relationship Committee currently

comprises:

1 Chandrashekhar Madhukar Bhide, Independent Director (Chairperson);
2. Srinivasan Ravi, Chairman and Managing Director (Member); and

By Sundararaman Kalyanaraman, Independent Director (Member).

The Company Secretary shall act as the secretary to the Stakeholders Relationship Committee.

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