I. Powers:

1. To investigate any activity within its terms of reference;
2. To seek information from any employee;
3. To obtain outside legal or other professional advice;
4. To secure attendance of outsiders with relevant expertise, if it considers necessary; and
5. Such other powers as may be conferred by the Board or under the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or other applicable laws.

II. Terms of Reference:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors, for any other services rendered by them;
4. Review with the management, the annual financial statements and auditor's report thereon before submission to the Board for its approval, with particular reference to:
   • matters required to be included in the Directors’ 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;
   • changes, if any, in accounting policies and practices and reasons for the same;
   • major accounting entries involving estimates based on the exercise of judgement 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;
   • modified opinion(s) in the draft audit report.
5. Review, with the management, the quarterly financial results/statements before submission to the Board for approval;
6. Review 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 utilised for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Recommend criteria for omnibus approval for related party transactions or any changes to the said criteria for approval of the Board;
9. Make omnibus approval for related party transactions proposed to be entered into by the Company /subsidiaries (as may be required), for every financial year as per the criteria approved;
10. Review related party transactions pursuant to the omnibus approval granted;
11. Approval or any subsequent modification of transactions of the Company with related parties;
12. Make recommendation to the Board, where Audit Committee does not approve, related party transactions other than the transactions falling under Section 188 of the Companies Act, 2013;
13. Review the status of long-term (more than one year) or recurring Related Party Transactions on an annual basis;
14. Scrutiny of inter corporate loans and investments;
15. Valuation of undertakings or assets of the Company, wherever it is necessary;
16. Evaluation of internal financial controls and risk management systems;
17. Review with the management:
    • Performance of statutory and internal auditors; and
    • Adequacy of the internal control systems.
18. Review 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;
19. Discuss with internal auditors of any significant findings and follow-up thereon;
20. Review 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;
21. Discuss 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;
22. Look 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;
23. Review the functioning of the Whistle Blower mechanism / oversee the vigil mechanism and Anti-Bribery & Anti-Corruption Policy;
24. Approval of appointment of Chief Financial Officer after assessing qualifications, experience and background, etc. of the candidate;
25. Reviewing the utilisation of loans and/ or advances from / investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;
26. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;
27. Mandatorily review the following:
    • Management Discussion and Analysis of financial conditions and results of operations;
    • Management letters / letters of internal control weaknesses issued by the statutory auditors;
    • Internal audit reports relating to internal control weaknesses;
    • Appointment, removal and terms of remuneration of the chief internal auditor;
    • Statement of deviations:
      • quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
      • annual statement of funds utilised for purpose other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
28. Formulate the scope, functioning, periodicity of and methodology for conducting the internal audit;
29. Review financial statements, in particular the investments made by the Company’s unlisted subsidiaries;
30. Note the report of compliance officer as per the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
31. Review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively;
32. Note the declaration received under Regulation 31(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; and
33. Carry out any other function as is mandated by the Board from time to time or as may be required as per applicable law including any statutory notification, amendment or modification as may be applicable.

Terms of Reference:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees;
2. Evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. For the purpose of identifying suitable candidates, the Committee may:
   • use the services of an external agencies, if required;
   • consider candidates from a wide range of backgrounds, having due regard to diversity; and
   • consider the time commitments of the candidates.
3. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
4. Devise a policy on Board diversity;
5. Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment / re-appointment (including retiring by rotation) and/or removal;
6. Consider extension or continue the term of appointment of the Independent Directors on the basis of the report of performance evaluation of Independent Directors;
7. Specify the manner for effective evaluation of performance of Board, its Committees and Individual Directors to be carried out either by the Board, by the Committee or by an independent external agency and review its implementation and compliance;
8. Recommend / review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria;
9. Recommend to the Board, all remuneration, in whatever form, payable to senior management;
10. Administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Schemes; and
11. Carry out any other function as is mandated by the Board from time to time or as may be required as per applicable law including any statutory notification, amendment or modification as may be applicable.

Terms of Reference:

1. Oversee the performance of the Company’s Registrars and Share Transfer Agents;
2. Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading;
3. Consider, resolve and monitor various aspects of interest of shareholders, debenture holders and other security holders including the redressal of investors’ / shareholders’ / security holders’ grievances related to transfer / transmission of securities, non-receipt of annual reports, non-receipt of declared dividend, letter of confirmation, general meetings and so on;
4. Review of measures taken for effective exercise of voting rights by shareholders;
5. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent and recommend methods to upgrade the service standards adopted by the Company;
6. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; and
7. Carry out any other function as is mandated by the Board from time to time or as may be required as per applicable law including any statutory notification, amendment or modification as may be applicable.

Terms of Reference:

1. Formulate a detailed Risk Management Policy which shall include:
   • A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, Environment, Social and Governance related risks), information, cyber security risks or any other risk as may be determined by the Committee;
   • Measures for risk mitigation including systems and processes for internal control of identified risks; and
   • Business continuity plan.
2. Review the Risk Management Plan and effect changes, if necessary;
3. Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
4. Monitor and oversee implementation of the Risk Management Plan and Policy, including evaluating the adequacy of risk management systems and identification of new risks;
5. Periodically review the Risk Management Policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
6. Review appointment, removal and terms of remuneration of the Chief Risk Officer (if any);
7. Keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;
8. Continually obtain reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed;
9. Review of cyber security and related risks; and
10. Carry out any other function as is mandated by the Board from time to time or as may be required as per applicable law including any statutory notification, amendment or modification as may be applicable.

Terms of Reference:

1. Formulate and recommend to the Board, a Corporate Social Responsibility (“CSR”) Policy indicating the activities/projects/programs to be undertaken by the Company in compliance with the provisions of the Companies Act, 2013 and the rules made thereunder in areas or subject, specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder;
2. Recommend the amount of expenditure to be incurred on the CSR activities;
3. Monitor CSR Policy of the Company from time to time and its implementation from time to time;
4. Monitor the CSR activities undertaken by the Company;
5. Approve annual report on CSR Activities to be annexed to the Board’s Report;
6. Review and recommend to the Board Business Responsibility and Sustainability Report (if applicable); and
7. Carry out any other function as is mandated by the Board from time to time or as may be required as per applicable law including any statutory notification, amendment or modification as may be applicable.