22.

23.

The
a,
2.
3
4.
The
a,

2.

Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing as per applicable law; and

Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders.

powers of the Audit Committee shall include the following:

To investigate any activity within its terms of reference;

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.

Audit Committee shall mandatorily review the following information:
Management discussion and analysis of financial condition and results of operations;
Statements of significant related party transactions (as defined by the Audit Committee), submitted by management;
Management letters/letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses;
The appointment, removal and terms of remuneration of the chief internal auditor;
Examination of the financial statements and the auditors’ report thereon; and

Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of the Listing Regulations; and

(b) annual statement of funds utilised for purposes other than those stated in the document/prospectus/notice in
terms of the Listing Regulations.

Risk Management Committee

The
A.
2.
3
4.
B

The

members of the Risk Management Committee are:
Madhavan Ganesan; Chairman
Hiroo Mirchandani;
Gangadi Madhukar Reddy;
Hemanth Kundavaram; and
Venu Gopal Siripuram

Risk Management Committee was constituted by a meeting of the Board held on July 5, 2021. The terms of reference of

the Risk Management Committee include the following:

Is

To formulate a detailed risk management policy which shall include;

(a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined by the Committee;

(b) Measures for risk mitigation including systems and processes for internal control of identified risks; and

(c) Business continuity plan.

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