the limit approved by the members of the Company;

g. | recommending remuneration to non-executive directors in the form of sitting fees for attending
meetings of the Board and its committees, remuneration for other services, commission on
profits;

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

i. performing such functions as are required to be performed by the compensation committee under
the SEBI SBEB Regulations 2014;

j. engaging the services of any consultant/professional or other agency for the purpose of
recommending compensation structure/policy;

k. analysing, monitoring and reviewing various human resource and compensation matters;

|. reviewing and approving compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws;

m. framing suitable policies and systems to ensure that there is no violation, by an employee of any

applicable laws in India or overseas, including:

+ The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

* The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade

Practices relating to the Securities Market) Regulations, 2003, as amended; and

performing such other functions as may be delegated by the Board and/or prescribed under the

SEBI Listing Regulations, the SEBI SBEB Regulations 2014, the Companies Act, each as

amended or other applicable law.

B

The Nomination and Remuneration Committee is required to meet at least once every year in accordance with
the SEBI Listing Regulations.

Stakeholders’ Relationship Committee
The members of the Stakeholders’ Relationship Committee are:

1. Mr. Rahul Narain Bhagat (Chairperson)
2. Mr. Vijay Chugh; and
3. Mr. Sudip Bandyopadhyay.

The Stakeholders’ Relationship Committee was constituted by our Board pursuant to a resolution dated March
12, 2015 and was last reconstituted by our Board pursuant to a resolution dated August 4, 2021.

The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Section 178 of the
Companies Act and Regulation 20 of the SEBI Listing Regulations, and its terms of reference are as disclosed
below:

a. redressal of 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. and assisting with quarterly reporting of
such complaints;

b. review measures taken for effective exercise of voting rights by shareholders;

c. review adherence to the service standards adopted by the Company in respect of various services
being rendered by the registrar and share transfer agent;

d. review 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

e. formulation of procedures in line with the statutory guidelines to ensure speedy disposal of
various requests received from shareholders from time to time;

f. to approve, register, refuse to register transfer or transmission of shares and other securities;

g. to sub-divide, consolidate and or replace any share or other securities certificate(s) of the
Company;

h. to issue duplicate share or other security(ies) certificate(s) in lieu of the original
share/security(ies) certificate(s) of the Company;

i. to dematerialize or rematerialize the issued shares;

j. to further delegate all or any of the power to any other employee(s), officer(s), representative(s),
consultant(s), professional(s), or agents(s); and

k. performing such other functions as may be delegated by the Board and/or prescribed under the

203
