Board committees

Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act 2013:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;
(o) Stakeholders Relationship Committee; and
(d) Corporate Social Responsibility Committee.
Audit Committee

Our Audit Committee was constituted by a resolution of our Board dated May 24, 2018 and was reconstituted on
February 3, 2020 and is in compliance with Section 177 of the Companies Act 2013 and Regulation 18 of the
SEBI Listing Regulations. The Audit Committee currently comprises:

1.

2,

By

4.

Chandrashekhar Madhukar Bhide, Independent Director (Chairperson);
Sundararaman Kalyanaraman, Independent Director (Member);
Vijaya Sampath, Independent Director (Member) and

Udai Dhawan, Nominee Director (Member).

The Company Secretary shall act as the secretary to the Audit Committee.

Scope and terms of reference: The terms of reference of the Audit Committee shall include the following:

The Audit Committee shall have powers, including the following:

1.

2,

By

4.

Ss

to investigate any activity within its terms of reference;

shall have full access to information contained in the records of the company;
to seek information from any employee;

to obtain outside legal or other professional advice; and

to secure attendance of outsiders with relevant expertise, if it considers necessary.

The role of the Audit Committee shall include the following:

1.

oversight of our Company’s financial reporting process and the disclosure of its financial information
and examination of financial statements and auditor’s report thereon to ensure that the financial
statements are correct, sufficient and credible;

recommendation for appointment, remuneration and terms of appointment of auditors (statutory, internal,
cost) of our Company;

reviewing the financial statements of our Company, its Subsidiaries, in particular investments made by
the unlisted subsidiaries;

approval of payment to statutory auditors for any other services rendered by the statutory auditors;
reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:

a. 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;

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