0. reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

p. discussion with internal auditors on any significant findings and follow up thereon;

q. reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board;

r. discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

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

t. approval of appointment of the chief financial officer, or any other person heading the finance
function or discharging that function, after assessing the qualifications, experience and
background, etc. of the candidate;

u. reviewing the functioning of the whistle blower mechanism;

v. ensuring that an information system audit of the internal systems and process is conducted at least
once in two years to assess operational risks faced by the Company;

w. reviewing the utilization of loan and/or advances from investment by the holding company in the
subsidiaries exceeding INR 100 crore or 10% of the asset size of the subsidiary, whichever is
lower including existing loans / advances / investments;

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

y. formulating a policy on related party transactions, which shall include materiality of related party
transactions; and

z. performing such other functions as may be delegated by the Board and/or prescribed under the
SEBI Listing Regulations, the Companies Act or other applicable law.

The Audit Committee is required to meet at least four times in a year with a maximum interval of 120 days
between two meetings in accordance with the SEBI Listing Regulations. The Audit Committee has the authority
to investigate into any matter in relation to the items specified under the terms of reference or such other matter
as may be referred to it by the Board for such purpose.

Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:

Mr. Vijay Chugh (Chairperson);
Mr. Ravi B. Goyal

Mr. Rahul Narain Bhagat

Mr. Subrata Kumar Mitra; and
Mr. Sudip Bandyopadhyay.

WE wie

The Nomination and Remuneration 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 Nomination and Remuneration Committee are in accordance with Section 178 of
the Companies Act, Regulation 19 of the SEBI Listing Regulations and Regulation 5 of the SEBI SBEB
Regulations, and its terms of reference are as disclosed below:

a. formulating the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy relating to the remuneration of the directors, key
managerial personnel and other employees;

b. formulation of criteria for evaluation of the performance of independent directors and the Board;

c. devising a policy on diversity of the Board;

d. identifying persons, who are qualified to become directors or who may be appointed in senior
management in accordance with the criteria laid down, recommending to the Board their
appointment and removal and carrying out evaluation of every director’s performance;

e. determining whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;

f. recommend remuneration of executive directors and any increase therein from time to time within

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