Managing Director, two are Executive Directors, four are Independent, Non-Executive Directors and one Non-
Independent, Non-Executive woman Director. Further, in accordance with the requirements of the SEBI Listing
Regulations, three of our Independent, Non-Executive Directors, namely, Mr. Sudip Bandyopadhyay, Mr. Vijay
Chugh and Mr. Rahul Narain Bhagat, have been appointed as directors of our Material Subsidiary, SVIL.

Committees of the Board

In addition to the committees of our Board described below, our Board may constitute committees for various.
functions from time to time.

Audit Committee

The members of our Audit Committee are:

Mr. Sudip Bandyopadhyay (Chairperson);
Mr. Ravi B. Goyal;

Mr. Vijay Chugh; and
Mr. Rahul Narain Bhagat.

BON

Our Audit Committee was constituted by our Board pursuant to a resolution dated September 16, 2010 and was.
last reconstituted by our Board pursuant to a resolution dated August 4, 2021.

The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and
Regulation 18 of the SEBI Listing Regulations, and its terms of reference are as disclosed below:

a. overseeing the Company’s financial reporting process and disclosure of its financial information
to ensure that the financial statements are correct, sufficient and credible;
b. recommending to the Board, the appointment, re-appointment, and replacement, remuneration
and terms of appointment of the auditors of the Company;
c. reviewing and monitor the statutory auditors’ independence and performance and the
effectiveness of audit process;
d. approval of payments to the statutory auditors for any other services rendered by statutory
auditors;
e. reviewing with the management, the annual financial statements and auditor’s report thereon
before submission to the Board for approval, with particular reference to:
* matters required to be stated in the Directors’ responsibility statement to be included in the
Board’s report in terms of Section 134(3)(c) of the Companies Act, as amended;
+ changes, if any, in accounting policies and practices and reasons for the same;
* major accounting entries involving estimates based on the exercise of judgment by
management;
* — significant adjustments made in the financial statements arising out of audit findings;
* compliance with listing and other legal requirements relating to financial statements;
+ disclosure of any related party transactions; and
* qualifications and modified opinions in the draft audit report.
reviewing with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
scrutiny of inter-corporate loans and investments;
valuation of undertakings or assets of the Company, wherever it is necessary;
evaluation of internal financial controls and risk management systems;
approval or any subsequent modification of transactions of the Company with related parties;
reviewing with the management, the statement of uses/application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report submitted
by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take up steps in this matter;
approving or subsequently modifying transactions of the Company with related parties;
m. establishing a vigil mechanism for directors and employees to report their genuine concerns or
grievances;
n. reviewing, with the management, the performance of statutory and internal auditors and adequacy
of the internal control systems;

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