19. looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

20. reviewing the functioning of the whistle blower mechanism;

21. overseeing the vigil mechanism established by our Company, with the chairman directly hearing
grievances of victimization of employees and directors, who used vigil mechanism to report genuine
concerns in appropriate and exceptional cases;

22. approval of appointment of chief financial officer (i.e. the whole-time finance director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience
and background, etc. of the candidate;

23. reviewing the utilization of loans and/ or advances from/ investment by the holding company in the
subsidiary exceeding % 100 crore or 10% of the asset size of the subsidiary, whichever is lower including
existing loans/ advances/ investments existing as on the date of coming into force of this provision; and

24. carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2, statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;

3. management letters/letters of internal control weaknesses issued by the statutory auditors;

4. internal audit reports relating to internal control weaknesses;

5. the appointment, removal and terms of remuneration of the chief internal auditor if any shall be subject

to review by the Audit Committee; and
6. statement of deviations in terms of the SEBI Listing Regulations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s); and

b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice.

Nomination and Remuneration Committee

Our Nomination and Remuneration Committee was constituted pursuant to a resolution passed by our Board on
May 24, 2018. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies
Act 2013 and Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee
currently comprises:

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

The Company Secretary shall act as the secretary to the Nomination and Remuneration Committee.

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

1. formulation of the criteria for determining qualifications, positive attributes and independence of a

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