Corporate Governance

Audit Committee

Brief Description of the Terms of Reference

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are 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 the Statutory Auditors;
4. Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the Board for approval, with particular reference to:
   a) matters required to be included in the Directors’ Responsibility Statements to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Act;
   b) changes, if any, in accounting policies and practices and reasons for the same;
   c) major accounting entries involving estimates based on the exercise of judgement by the management;
   d) significant adjustments made in the financial statements arising out of audit findings;
   e) compliance with listing and other legal requirements relating to the financial statements;
   f) disclosure of any related party transactions; and
   g) modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. 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 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 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. Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Reviewing the utilisation 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;
11. Valuation of undertakings or assets of the Company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Monitoring the end use of funds raised through public offers and related matters;
14. Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems;
15. 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;
16. Discussion with Internal Auditors of any significant findings and follow up thereon;
17. Reviewing the findings of any internal investigations by the Internal Auditors into the 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;
18. 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;
19. To 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;
20. To review the functioning of the Whistle-Blower Mechanism;
    In consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit;
21. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and
23. Carrying out such other functions as may be required under applicable laws or assigned by the Board from time to time.

The Audit Committee mandatorily reviews the following information:

1. Management Discussion and Analysis of financial condition and results of operations;
2. Financial statements, in particular, the investments made by the unlisted subsidiary companies;
3. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
4. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
5. Internal audit reports relating to internal control weaknesses;
6. Appointment, removal and terms of remuneration of the Internal Auditors;
7. Statement of deviations:
   a) quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Listing Regulation;
   b) annual statement of funds utilised for the purposes other than those stated in the offer document / prospectus / notice in terms of Listing Regulation.
8. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially important, including any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies;
9. Any material default in financial obligations by the Company; and
10. Any significant or important matters affecting the business of the Company.

 

Risk Management & Sustainability Committee

Brief Description of the Terms of Reference

1. To formulate Risk Management Policy and implement Risk Management Framework for identifying, assessing, monitoring, reviewing and devising mitigation plans in respect of the internal and external risks associated with the Company including financial, operational, sectoral, sustainability, cyber security risks, or any other risk;
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3. To review Risk Management Policy and effectiveness of the Enterprise Risk Management (ERM) framework from time to time;
4. Periodically review the Corporate Risk Register and review changes in key risks, mitigation plans, ownership and timelines;
5. Overseeing the Company’s sustainability performance and ensuring adequacy of the Company’s sustainability framework;
6. Advising the Board on sustainability policies and management systems;
7. Ensuring effective implementation of governance, advocacy and public relation mechanisms and practices related to Sustainability;
8. Evaluating emerging sustainability risks in terms of intensity and impact, in turn, guiding the management on reasonable avoidance of adversities likely to pose a threat to sustained growth;
9. Advising the Board to enable it to discharge its responsibilities, having regard to the law and the expected international standards of sustainability and stakeholder governance; and
10. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Stakeholders’ Relationship Committee

Brief Description of the Terms of Reference

1. To monitor complaints received by the Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India ('SEBI'), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by the Company for redressing the same;
2. To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board from time to time;
3. To approve requests and/or to authorise Officers of the Company to approve requests for transposition, deletion, consolidation, sub-division, change of name, dematerialisation, rematerialisation etc. of shares, debentures and other securities;
4. To approve and ratify the action taken by the authorised officers of the Company in compliance of the requests received from the shareholders / investors for issue of duplicate/ replacement / consolidation / sub-division, dematerialisation, rematerialisation and other purposes for the shares, debentures and other securities of the Company;
5. To monitor and expedite the status and process of dematerialisation and rematerialisation of shares, debentures and other securities of the Company;
6. To give directions for monitoring the stock of blank stationery and for printing of stationery required by the Secretarial Department of the Company from time to time for issuance of share certificates, debenture certificates, allotment letters, dividend warrants, pay orders, cheques and other related stationery;
7. To review the measures taken to reduce the quantum of unclaimed dividend / interest and ensuring timely receipt of dividend warrants/ Annual Reports/ statutory notices by the shareholders of the Company;  
8. To resolve grievances of security holders including complaints related to transfers / transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, non-receipt of interest or redemption proceeds, issue of new / duplicate share certificates, etc.;
9. To review measures taken for effective exercise of voting rights by shareholders;
10. To review initiatives for improving investor services, communication and stakeholders’ engagement;
11. To review policies relating to Stakeholders, including any amendment required due to Regulatory changes or otherwise.
12. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent and as prescribed by the Regulator(s); and
13. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Corporate Social Responsibility Committee

Brief Description of the Terms of Reference

1. To assist the Board in fulfilling its responsibilities relating to Corporate Social Responsibility (CSR);
2. To identify and recommend CSR projects, programmes and activities in accordance with the requirements under Companies Act, 2013 and ensure that the activities are undertaken as per the approved CSR Policy and Annual CSR Action Plan and recommend commencement, modification or discontinuation of CSR projects, where appropriate;
3. To recommend the Annual CSR Action Plan to the Board, covering details of CSR Projects, its objectives, budget allocated, timelines and to review Implementation schedules and monitoring framework;
4. To provide strategic direction, oversight, and monitoring of CSR initiatives, budgets, and compliance;
5. To formulate and recommend the CSR Policy to the Board and ensure that the vision and focus areas of the CSR Policy is aligned with Schedule VII of the Companies Act, 2013;
6. To ensure that the CSR spend for the year meets statutory obligations, including treatment of ongoing projects, unspent CSR amounts and transfers to specified funds/accounts, if any;
7. To ensure due diligence of implementing agencies such as eligibility, track record, registrations and fulfilment of the criteria as stipulated by Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014 (“CSR Rules”);
8. To periodically review the project progress, fund utilization status, and outcomes;
9. To ensure that CSR impact assessment has been conducted by the independent agency in terms of the provisions of Section 135 of the Companies Act, 2013 and CSR Rules and to review the CSR Impact Assessment Report and recommend to the Board for approval;
10. To review the Annual Report of CSR Activities undertaken by the Company and recommend to the Board for approval;
11. To ensure disclosures of CSR Policy and statutory disclosures relating to CSR in the Board’s Report and  on the website of the Company from time to time; and
12. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Nomination & Remuneration Committee

Brief Description of the 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 of the Directors, Key Managerial Personnel and other employees;
2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;  
3. Devise a policy on diversity of the Board;  
4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;  
6. Set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;  
7. Set the relationship of remuneration to performance;
8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals;  
9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management;
10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad-based plans);
11. Administer Employee Stock Option Schemes/ Employee Stock Purchase Schemes/Other similar long-term incentive plans and approve/recommend grant, vesting, exercise and other matters relating to stock-based compensation, subject to applicable laws;
12. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management personnels; and
13. Perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Finance Committee

Brief Description of the Terms of Reference 

1. To avail, within the limits as may be fixed by the Board, fund-based and non-fund based facilities by way of Term Loans, Deferred Payment Credits, Cash Credits, Guarantees, Letters of Credits, any other non-fund based limits etc. from Financial Institutions/Banks on a regular basis;
2. To borrow monies and/or avail of financial facilities for the business of the Company by way of loans, advances, deposits, deferred payment credits, guarantees, letters of credit and/or any other nature of credit or financial facilities;
3. To borrow short term and long-term funds and enter into related arrangements and avail of various services and facilities as provided by Commercial Banks, NBFC’s, Financial Institutions, Development Financial Institutions or any other agency that has been approved by the RBI to do such services as under:
   1. Cash credit facilities or borrowings
   2. Bill Discounting facilities or borrowings
   3. Other similar working capital facilities or borrowings;
   4. Internet Banking; and
   5. any other related services and facilities;
4. To authorise opening, closing and operation of bank accounts for various divisions of the Company and to revise the signatories, including for the existing bank accounts already opened from time to time;
5. To authorise opening, closing and operation of lockers/safe deposit vaults for various divisions of the Company and to revise the signatories, including for the existing lockers/safe deposit vaults already opened from time to time under the authority of the Board;
6. To authorise the officers of the Company to undertake and enter into all types of foreign currency contracts for hedging its underlying outstanding import and export exposures and other outstanding foreign currency liabilities of the Company, as may be permitted by the Reserve Bank of India and/or other authorities from time to time, with one or more of the consortium banks;
7. To authorise the officers of the Company to undertake and enter into foreign exchange transactions, including to transact derivative products including currency options, swaps to convert rupee liabilities into foreign currency liabilities to hedge currency and interest rate risks/fluctuations in respect of its export and import contracts, EPCG, foreign currency & rupee liabilities and other foreign currency related matters as may be permitted by the Reserve Bank of India and/or other authorities, from time to time, with one or more of the consortium banks;
8. To authorise the officers of the Company to redenominate the share capital of any   of the Company’s Joint Ventures, and formation of the Limited Liability Partnerships and matters related to such formation (including name availability and constitution documents) and fund infusion;
9. To authorise any person whether jointly or singly with any other person to open, operate, and or otherwise close any account including demat account with any one or more banks including to authorise such person as aforesaid to place, deposit, overdraw and or otherwise deal with the said account as also to draw or endorse and or deposit any cheques, bills of exchange, promissory notes and to give any direction, mandate or instructions to any such bank as may be authorised by the Committee from time to time and to withdraw, cancel, revoke, modify or alter any such powers whether given by the Committee or by the Board from time to time.
10. To approve execution of Agreements (including modifications thereto) with the State Electricity Boards for supply of power to various divisions of the Company
11. To authorise execution of various deeds, documents, agreements and other papers including security documents (including modification thereto) and to affix Common Seal thereon and to obtain and register with various Central/State any of regulatory authorities and to operate any other routine business operations;
12. To approve execution of Power of Attorney in favour of the officers / authorized persons for various purposes and/ or to revoke the Power of Attorney(s) granted by the Board/Committee from time to time;
13. To authorize the officers of the company to sign, execute and submit papers, applications, deeds, documents, returns, forms, declarations, etc., on behalf of the company under various laws, acts, rules and regulations including various direct and indirect tax laws and to revoke the same including the authorisation given by the Board from time to time;
14. To grant loans and advances to the employees of the Company on such terms and conditions as may be decided by the Committee in the best interests of the Company.
15. To explore various options and proposals for restructuring, consolidation of various businesses of the Company, merger/demerger, acquisition opportunities and for this purpose to authorize the officers of the Company to bid, make offers to prospective sellers, and to appoint and seek advice from management consultants, financial consultants, valuers, tax experts, solicitors & legal experts and other agencies as it may deem fit and proper and to prepare the proposal(s) for presentation to the Board which may emerge beneficial and be in the interest of the Company;
16. To authorize the officers of the Company to sign and execute papers relating to Excise, Sales Tax, Goods and Service Tax, Income Tax, Customs, FEMA, Reserve Bank of India, Director General/Joint Director General of Foreign Trade, Central/State Governments, Local Bodies, Railways, State Electricity Boards, Telephones and Telecommunications Department, Port Trusts and/or any other applicable authorities and to attend the Legal Cases filed by and against the Company, Insurance, Revenue, Land and Mines matters and/or for any other purposes/work pertaining to the Company as the Committee may deem fit and proper and also to revoke the same;
17. To authorize the officers of the Company/authorized persons to sign and execute papers, deeds, documents, agreements, licenses, leases, conveyance deeds etc. relating to Sale or Purchase of land, buildings, plots, flats, tenaments, apartments, etc. on behalf of the Company and also to revoke the same;
18. To authorize the officers of the Company/authorized persons to apply for digital signatures, registration under shops and establishment act and other statues and undertake administrative and routine matters in normal course of business; and
19. To exercise such other functions as may be delegated to the Finance Committee by the Board from time to time.

PIT Regulation Committee

Brief Description of the Terms of Reference

1. To oversee and strengthen compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and the Insider Trading Code (Code of Conduct) of the Company;
2. To prevent, detect, review, and respond to suspected insider trading and unlawful communication of Unpublished Price Sensitive Information (UPSI);
3. To oversee the processes relating to identification and handling of UPSI, updating information of Designated Persons (DPs), and their Immediate Relatives in Structured digital database (SDD), Trading window closures/openings, Pre-clearance of trades and contra trade monitoring, handling inquiries, violations, and disciplinary actions, measures to prevent leakage of UPSI and escalation for suspected leaks etc;
4. To ensure periodic training and awareness for DPs and relevant teams;
5. To review and approve the Code of Conduct for PIT, Policy for determination of legitimate purpose and UPSI sharing protocols, confidentiality undertakings, and information barriers;
6. To monitor the compliances related to UPSI, trading windows, pre-clearance, and disclosures; and
7. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Audit Committee

Brief Description of the Terms of Reference

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are 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 the Statutory Auditors;
4. Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the Board for approval, with particular reference to:
   a) matters required to be included in the Directors’ Responsibility Statements to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Act;
   b) changes, if any, in accounting policies and practices and reasons for the same;
   c) major accounting entries involving estimates based on the exercise of judgement by the management;
   d) significant adjustments made in the financial statements arising out of audit findings;
   e) compliance with listing and other legal requirements relating to the financial statements;
   f) disclosure of any related party transactions; and
   g) modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. 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 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 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. Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Reviewing the utilisation 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;
11. Valuation of undertakings or assets of the Company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Monitoring the end use of funds raised through public offers and related matters;
14. Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems;
15. 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;
16. Discussion with Internal Auditors of any significant findings and follow up thereon;
17. Reviewing the findings of any internal investigations by the Internal Auditors into the 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;
18. 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;
19. To 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;
20. To review the functioning of the Whistle-Blower Mechanism;
    In consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit;
21. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and
23. Carrying out such other functions as may be required under applicable laws or assigned by the Board from time to time.

The Audit Committee mandatorily reviews the following information:

1. Management Discussion and Analysis of financial condition and results of operations;
2. Financial statements, in particular, the investments made by the unlisted subsidiary companies;
3. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
4. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
5. Internal audit reports relating to internal control weaknesses;
6. Appointment, removal and terms of remuneration of the Internal Auditors;
7. Statement of deviations:
   a) quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Listing Regulation;
   b) annual statement of funds utilised for the purposes other than those stated in the offer document / prospectus / notice in terms of Listing Regulation.
8. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially important, including any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies;
9. Any material default in financial obligations by the Company; and
10. Any significant or important matters affecting the business of the Company.

 

Risk Management & Sustainability Committee

Brief Description of the Terms of Reference

1. To formulate Risk Management Policy and implement Risk Management Framework for identifying, assessing, monitoring, reviewing and devising mitigation plans in respect of the internal and external risks associated with the Company including financial, operational, sectoral, sustainability, cyber security risks, or any other risk;
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3. To review Risk Management Policy and effectiveness of the Enterprise Risk Management (ERM) framework from time to time;
4. Periodically review the Corporate Risk Register and review changes in key risks, mitigation plans, ownership and timelines;
5. Overseeing the Company’s sustainability performance and ensuring adequacy of the Company’s sustainability framework;
6. Advising the Board on sustainability policies and management systems;
7. Ensuring effective implementation of governance, advocacy and public relation mechanisms and practices related to Sustainability;
8. Evaluating emerging sustainability risks in terms of intensity and impact, in turn, guiding the management on reasonable avoidance of adversities likely to pose a threat to sustained growth;
9. Advising the Board to enable it to discharge its responsibilities, having regard to the law and the expected international standards of sustainability and stakeholder governance; and
10. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Stakeholders’ Relationship Committee

Brief Description of the Terms of Reference

1. To monitor complaints received by the Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India ('SEBI'), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by the Company for redressing the same;
2. To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board from time to time;
3. To approve requests and/or to authorise Officers of the Company to approve requests for transposition, deletion, consolidation, sub-division, change of name, dematerialisation, rematerialisation etc. of shares, debentures and other securities;
4. To approve and ratify the action taken by the authorised officers of the Company in compliance of the requests received from the shareholders / investors for issue of duplicate/ replacement / consolidation / sub-division, dematerialisation, rematerialisation and other purposes for the shares, debentures and other securities of the Company;
5. To monitor and expedite the status and process of dematerialisation and rematerialisation of shares, debentures and other securities of the Company;
6. To give directions for monitoring the stock of blank stationery and for printing of stationery required by the Secretarial Department of the Company from time to time for issuance of share certificates, debenture certificates, allotment letters, dividend warrants, pay orders, cheques and other related stationery;
7. To review the measures taken to reduce the quantum of unclaimed dividend / interest and ensuring timely receipt of dividend warrants/ Annual Reports/ statutory notices by the shareholders of the Company;  
8. To resolve grievances of security holders including complaints related to transfers / transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, non-receipt of interest or redemption proceeds, issue of new / duplicate share certificates, etc.;
9. To review measures taken for effective exercise of voting rights by shareholders;
10. To review initiatives for improving investor services, communication and stakeholders’ engagement;
11. To review policies relating to Stakeholders, including any amendment required due to Regulatory changes or otherwise.
12. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent and as prescribed by the Regulator(s); and
13. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Corporate Social Responsibility Committee

Brief Description of the Terms of Reference

1. To assist the Board in fulfilling its responsibilities relating to Corporate Social Responsibility (CSR);
2. To identify and recommend CSR projects, programmes and activities in accordance with the requirements under Companies Act, 2013 and ensure that the activities are undertaken as per the approved CSR Policy and Annual CSR Action Plan and recommend commencement, modification or discontinuation of CSR projects, where appropriate;
3. To recommend the Annual CSR Action Plan to the Board, covering details of CSR Projects, its objectives, budget allocated, timelines and to review Implementation schedules and monitoring framework;
4. To provide strategic direction, oversight, and monitoring of CSR initiatives, budgets, and compliance;
5. To formulate and recommend the CSR Policy to the Board and ensure that the vision and focus areas of the CSR Policy is aligned with Schedule VII of the Companies Act, 2013;
6. To ensure that the CSR spend for the year meets statutory obligations, including treatment of ongoing projects, unspent CSR amounts and transfers to specified funds/accounts, if any;
7. To ensure due diligence of implementing agencies such as eligibility, track record, registrations and fulfilment of the criteria as stipulated by Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014 (“CSR Rules”);
8. To periodically review the project progress, fund utilization status, and outcomes;
9. To ensure that CSR impact assessment has been conducted by the independent agency in terms of the provisions of Section 135 of the Companies Act, 2013 and CSR Rules and to review the CSR Impact Assessment Report and recommend to the Board for approval;
10. To review the Annual Report of CSR Activities undertaken by the Company and recommend to the Board for approval;
11. To ensure disclosures of CSR Policy and statutory disclosures relating to CSR in the Board’s Report and  on the website of the Company from time to time; and
12. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Nomination & Remuneration Committee

Brief Description of the 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 of the Directors, Key Managerial Personnel and other employees;
2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;  
3. Devise a policy on diversity of the Board;  
4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;  
6. Set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;  
7. Set the relationship of remuneration to performance;
8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals;  
9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management;
10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad-based plans);
11. Administer Employee Stock Option Schemes/ Employee Stock Purchase Schemes/Other similar long-term incentive plans and approve/recommend grant, vesting, exercise and other matters relating to stock-based compensation, subject to applicable laws;
12. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management personnels; and
13. Perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Finance Committee

Brief Description of the Terms of Reference 

1. To avail, within the limits as may be fixed by the Board, fund-based and non-fund based facilities by way of Term Loans, Deferred Payment Credits, Cash Credits, Guarantees, Letters of Credits, any other non-fund based limits etc. from Financial Institutions/Banks on a regular basis;
2. To borrow monies and/or avail of financial facilities for the business of the Company by way of loans, advances, deposits, deferred payment credits, guarantees, letters of credit and/or any other nature of credit or financial facilities;
3. To borrow short term and long-term funds and enter into related arrangements and avail of various services and facilities as provided by Commercial Banks, NBFC’s, Financial Institutions, Development Financial Institutions or any other agency that has been approved by the RBI to do such services as under:
   1. Cash credit facilities or borrowings
   2. Bill Discounting facilities or borrowings
   3. Other similar working capital facilities or borrowings;
   4. Internet Banking; and
   5. any other related services and facilities;
4. To authorise opening, closing and operation of bank accounts for various divisions of the Company and to revise the signatories, including for the existing bank accounts already opened from time to time;
5. To authorise opening, closing and operation of lockers/safe deposit vaults for various divisions of the Company and to revise the signatories, including for the existing lockers/safe deposit vaults already opened from time to time under the authority of the Board;
6. To authorise the officers of the Company to undertake and enter into all types of foreign currency contracts for hedging its underlying outstanding import and export exposures and other outstanding foreign currency liabilities of the Company, as may be permitted by the Reserve Bank of India and/or other authorities from time to time, with one or more of the consortium banks;
7. To authorise the officers of the Company to undertake and enter into foreign exchange transactions, including to transact derivative products including currency options, swaps to convert rupee liabilities into foreign currency liabilities to hedge currency and interest rate risks/fluctuations in respect of its export and import contracts, EPCG, foreign currency & rupee liabilities and other foreign currency related matters as may be permitted by the Reserve Bank of India and/or other authorities, from time to time, with one or more of the consortium banks;
8. To authorise the officers of the Company to redenominate the share capital of any   of the Company’s Joint Ventures, and formation of the Limited Liability Partnerships and matters related to such formation (including name availability and constitution documents) and fund infusion;
9. To authorise any person whether jointly or singly with any other person to open, operate, and or otherwise close any account including demat account with any one or more banks including to authorise such person as aforesaid to place, deposit, overdraw and or otherwise deal with the said account as also to draw or endorse and or deposit any cheques, bills of exchange, promissory notes and to give any direction, mandate or instructions to any such bank as may be authorised by the Committee from time to time and to withdraw, cancel, revoke, modify or alter any such powers whether given by the Committee or by the Board from time to time.
10. To approve execution of Agreements (including modifications thereto) with the State Electricity Boards for supply of power to various divisions of the Company
11. To authorise execution of various deeds, documents, agreements and other papers including security documents (including modification thereto) and to affix Common Seal thereon and to obtain and register with various Central/State any of regulatory authorities and to operate any other routine business operations;
12. To approve execution of Power of Attorney in favour of the officers / authorized persons for various purposes and/ or to revoke the Power of Attorney(s) granted by the Board/Committee from time to time;
13. To authorize the officers of the company to sign, execute and submit papers, applications, deeds, documents, returns, forms, declarations, etc., on behalf of the company under various laws, acts, rules and regulations including various direct and indirect tax laws and to revoke the same including the authorisation given by the Board from time to time;
14. To grant loans and advances to the employees of the Company on such terms and conditions as may be decided by the Committee in the best interests of the Company.
15. To explore various options and proposals for restructuring, consolidation of various businesses of the Company, merger/demerger, acquisition opportunities and for this purpose to authorize the officers of the Company to bid, make offers to prospective sellers, and to appoint and seek advice from management consultants, financial consultants, valuers, tax experts, solicitors & legal experts and other agencies as it may deem fit and proper and to prepare the proposal(s) for presentation to the Board which may emerge beneficial and be in the interest of the Company;
16. To authorize the officers of the Company to sign and execute papers relating to Excise, Sales Tax, Goods and Service Tax, Income Tax, Customs, FEMA, Reserve Bank of India, Director General/Joint Director General of Foreign Trade, Central/State Governments, Local Bodies, Railways, State Electricity Boards, Telephones and Telecommunications Department, Port Trusts and/or any other applicable authorities and to attend the Legal Cases filed by and against the Company, Insurance, Revenue, Land and Mines matters and/or for any other purposes/work pertaining to the Company as the Committee may deem fit and proper and also to revoke the same;
17. To authorize the officers of the Company/authorized persons to sign and execute papers, deeds, documents, agreements, licenses, leases, conveyance deeds etc. relating to Sale or Purchase of land, buildings, plots, flats, tenaments, apartments, etc. on behalf of the Company and also to revoke the same;
18. To authorize the officers of the Company/authorized persons to apply for digital signatures, registration under shops and establishment act and other statues and undertake administrative and routine matters in normal course of business; and
19. To exercise such other functions as may be delegated to the Finance Committee by the Board from time to time.

PIT Regulation Committee

Brief Description of the Terms of Reference

1. To oversee and strengthen compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and the Insider Trading Code (Code of Conduct) of the Company;
2. To prevent, detect, review, and respond to suspected insider trading and unlawful communication of Unpublished Price Sensitive Information (UPSI);
3. To oversee the processes relating to identification and handling of UPSI, updating information of Designated Persons (DPs), and their Immediate Relatives in Structured digital database (SDD), Trading window closures/openings, Pre-clearance of trades and contra trade monitoring, handling inquiries, violations, and disciplinary actions, measures to prevent leakage of UPSI and escalation for suspected leaks etc;
4. To ensure periodic training and awareness for DPs and relevant teams;
5. To review and approve the Code of Conduct for PIT, Policy for determination of legitimate purpose and UPSI sharing protocols, confidentiality undertakings, and information barriers;
6. To monitor the compliances related to UPSI, trading windows, pre-clearance, and disclosures; and
7. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Audit Committee

Brief Description of the Terms of Reference

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are 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 the Statutory Auditors;
4. Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the Board for approval, with particular reference to:
   a) matters required to be included in the Directors’ Responsibility Statements to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Act;
   b) changes, if any, in accounting policies and practices and reasons for the same;
   c) major accounting entries involving estimates based on the exercise of judgement by the management;
   d) significant adjustments made in the financial statements arising out of audit findings;
   e) compliance with listing and other legal requirements relating to the financial statements;
   f) disclosure of any related party transactions; and
   g) modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. 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 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 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. Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Reviewing the utilisation 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;
11. Valuation of undertakings or assets of the Company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Monitoring the end use of funds raised through public offers and related matters;
14. Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems;
15. 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;
16. Discussion with Internal Auditors of any significant findings and follow up thereon;
17. Reviewing the findings of any internal investigations by the Internal Auditors into the 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;
18. 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;
19. To 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;
20. To review the functioning of the Whistle-Blower Mechanism;
    In consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit;
21. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and
23. Carrying out such other functions as may be required under applicable laws or assigned by the Board from time to time.

The Audit Committee mandatorily reviews the following information:

1. Management Discussion and Analysis of financial condition and results of operations;
2. Financial statements, in particular, the investments made by the unlisted subsidiary companies;
3. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
4. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
5. Internal audit reports relating to internal control weaknesses;
6. Appointment, removal and terms of remuneration of the Internal Auditors;
7. Statement of deviations:
   a) quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Listing Regulation;
   b) annual statement of funds utilised for the purposes other than those stated in the offer document / prospectus / notice in terms of Listing Regulation.
8. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially important, including any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies;
9. Any material default in financial obligations by the Company; and
10. Any significant or important matters affecting the business of the Company.

 

Risk Management & Sustainability Committee

Brief Description of the Terms of Reference

1. To formulate Risk Management Policy and implement Risk Management Framework for identifying, assessing, monitoring, reviewing and devising mitigation plans in respect of the internal and external risks associated with the Company including financial, operational, sectoral, sustainability, cyber security risks, or any other risk;
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3. To review Risk Management Policy and effectiveness of the Enterprise Risk Management (ERM) framework from time to time;
4. Periodically review the Corporate Risk Register and review changes in key risks, mitigation plans, ownership and timelines;
5. Overseeing the Company’s sustainability performance and ensuring adequacy of the Company’s sustainability framework;
6. Advising the Board on sustainability policies and management systems;
7. Ensuring effective implementation of governance, advocacy and public relation mechanisms and practices related to Sustainability;
8. Evaluating emerging sustainability risks in terms of intensity and impact, in turn, guiding the management on reasonable avoidance of adversities likely to pose a threat to sustained growth;
9. Advising the Board to enable it to discharge its responsibilities, having regard to the law and the expected international standards of sustainability and stakeholder governance; and
10. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Stakeholders’ Relationship Committee

Brief Description of the Terms of Reference

1. To monitor complaints received by the Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India ('SEBI'), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by the Company for redressing the same;
2. To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board from time to time;
3. To approve requests and/or to authorise Officers of the Company to approve requests for transposition, deletion, consolidation, sub-division, change of name, dematerialisation, rematerialisation etc. of shares, debentures and other securities;
4. To approve and ratify the action taken by the authorised officers of the Company in compliance of the requests received from the shareholders / investors for issue of duplicate/ replacement / consolidation / sub-division, dematerialisation, rematerialisation and other purposes for the shares, debentures and other securities of the Company;
5. To monitor and expedite the status and process of dematerialisation and rematerialisation of shares, debentures and other securities of the Company;
6. To give directions for monitoring the stock of blank stationery and for printing of stationery required by the Secretarial Department of the Company from time to time for issuance of share certificates, debenture certificates, allotment letters, dividend warrants, pay orders, cheques and other related stationery;
7. To review the measures taken to reduce the quantum of unclaimed dividend / interest and ensuring timely receipt of dividend warrants/ Annual Reports/ statutory notices by the shareholders of the Company;  
8. To resolve grievances of security holders including complaints related to transfers / transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, non-receipt of interest or redemption proceeds, issue of new / duplicate share certificates, etc.;
9. To review measures taken for effective exercise of voting rights by shareholders;
10. To review initiatives for improving investor services, communication and stakeholders’ engagement;
11. To review policies relating to Stakeholders, including any amendment required due to Regulatory changes or otherwise.
12. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent and as prescribed by the Regulator(s); and
13. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Corporate Social Responsibility Committee

Brief Description of the Terms of Reference

1. To assist the Board in fulfilling its responsibilities relating to Corporate Social Responsibility (CSR);
2. To identify and recommend CSR projects, programmes and activities in accordance with the requirements under Companies Act, 2013 and ensure that the activities are undertaken as per the approved CSR Policy and Annual CSR Action Plan and recommend commencement, modification or discontinuation of CSR projects, where appropriate;
3. To recommend the Annual CSR Action Plan to the Board, covering details of CSR Projects, its objectives, budget allocated, timelines and to review Implementation schedules and monitoring framework;
4. To provide strategic direction, oversight, and monitoring of CSR initiatives, budgets, and compliance;
5. To formulate and recommend the CSR Policy to the Board and ensure that the vision and focus areas of the CSR Policy is aligned with Schedule VII of the Companies Act, 2013;
6. To ensure that the CSR spend for the year meets statutory obligations, including treatment of ongoing projects, unspent CSR amounts and transfers to specified funds/accounts, if any;
7. To ensure due diligence of implementing agencies such as eligibility, track record, registrations and fulfilment of the criteria as stipulated by Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014 (“CSR Rules”);
8. To periodically review the project progress, fund utilization status, and outcomes;
9. To ensure that CSR impact assessment has been conducted by the independent agency in terms of the provisions of Section 135 of the Companies Act, 2013 and CSR Rules and to review the CSR Impact Assessment Report and recommend to the Board for approval;
10. To review the Annual Report of CSR Activities undertaken by the Company and recommend to the Board for approval;
11. To ensure disclosures of CSR Policy and statutory disclosures relating to CSR in the Board’s Report and  on the website of the Company from time to time; and
12. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Nomination & Remuneration Committee

Brief Description of the 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 of the Directors, Key Managerial Personnel and other employees;
2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;  
3. Devise a policy on diversity of the Board;  
4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;  
6. Set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;  
7. Set the relationship of remuneration to performance;
8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals;  
9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management;
10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad-based plans);
11. Administer Employee Stock Option Schemes/ Employee Stock Purchase Schemes/Other similar long-term incentive plans and approve/recommend grant, vesting, exercise and other matters relating to stock-based compensation, subject to applicable laws;
12. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management personnels; and
13. Perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Finance Committee

Brief Description of the Terms of Reference 

1. To avail, within the limits as may be fixed by the Board, fund-based and non-fund based facilities by way of Term Loans, Deferred Payment Credits, Cash Credits, Guarantees, Letters of Credits, any other non-fund based limits etc. from Financial Institutions/Banks on a regular basis;
2. To borrow monies and/or avail of financial facilities for the business of the Company by way of loans, advances, deposits, deferred payment credits, guarantees, letters of credit and/or any other nature of credit or financial facilities;
3. To borrow short term and long-term funds and enter into related arrangements and avail of various services and facilities as provided by Commercial Banks, NBFC’s, Financial Institutions, Development Financial Institutions or any other agency that has been approved by the RBI to do such services as under:
   1. Cash credit facilities or borrowings
   2. Bill Discounting facilities or borrowings
   3. Other similar working capital facilities or borrowings;
   4. Internet Banking; and
   5. any other related services and facilities;
4. To authorise opening, closing and operation of bank accounts for various divisions of the Company and to revise the signatories, including for the existing bank accounts already opened from time to time;
5. To authorise opening, closing and operation of lockers/safe deposit vaults for various divisions of the Company and to revise the signatories, including for the existing lockers/safe deposit vaults already opened from time to time under the authority of the Board;
6. To authorise the officers of the Company to undertake and enter into all types of foreign currency contracts for hedging its underlying outstanding import and export exposures and other outstanding foreign currency liabilities of the Company, as may be permitted by the Reserve Bank of India and/or other authorities from time to time, with one or more of the consortium banks;
7. To authorise the officers of the Company to undertake and enter into foreign exchange transactions, including to transact derivative products including currency options, swaps to convert rupee liabilities into foreign currency liabilities to hedge currency and interest rate risks/fluctuations in respect of its export and import contracts, EPCG, foreign currency & rupee liabilities and other foreign currency related matters as may be permitted by the Reserve Bank of India and/or other authorities, from time to time, with one or more of the consortium banks;
8. To authorise the officers of the Company to redenominate the share capital of any   of the Company’s Joint Ventures, and formation of the Limited Liability Partnerships and matters related to such formation (including name availability and constitution documents) and fund infusion;
9. To authorise any person whether jointly or singly with any other person to open, operate, and or otherwise close any account including demat account with any one or more banks including to authorise such person as aforesaid to place, deposit, overdraw and or otherwise deal with the said account as also to draw or endorse and or deposit any cheques, bills of exchange, promissory notes and to give any direction, mandate or instructions to any such bank as may be authorised by the Committee from time to time and to withdraw, cancel, revoke, modify or alter any such powers whether given by the Committee or by the Board from time to time.
10. To approve execution of Agreements (including modifications thereto) with the State Electricity Boards for supply of power to various divisions of the Company
11. To authorise execution of various deeds, documents, agreements and other papers including security documents (including modification thereto) and to affix Common Seal thereon and to obtain and register with various Central/State any of regulatory authorities and to operate any other routine business operations;
12. To approve execution of Power of Attorney in favour of the officers / authorized persons for various purposes and/ or to revoke the Power of Attorney(s) granted by the Board/Committee from time to time;
13. To authorize the officers of the company to sign, execute and submit papers, applications, deeds, documents, returns, forms, declarations, etc., on behalf of the company under various laws, acts, rules and regulations including various direct and indirect tax laws and to revoke the same including the authorisation given by the Board from time to time;
14. To grant loans and advances to the employees of the Company on such terms and conditions as may be decided by the Committee in the best interests of the Company.
15. To explore various options and proposals for restructuring, consolidation of various businesses of the Company, merger/demerger, acquisition opportunities and for this purpose to authorize the officers of the Company to bid, make offers to prospective sellers, and to appoint and seek advice from management consultants, financial consultants, valuers, tax experts, solicitors & legal experts and other agencies as it may deem fit and proper and to prepare the proposal(s) for presentation to the Board which may emerge beneficial and be in the interest of the Company;
16. To authorize the officers of the Company to sign and execute papers relating to Excise, Sales Tax, Goods and Service Tax, Income Tax, Customs, FEMA, Reserve Bank of India, Director General/Joint Director General of Foreign Trade, Central/State Governments, Local Bodies, Railways, State Electricity Boards, Telephones and Telecommunications Department, Port Trusts and/or any other applicable authorities and to attend the Legal Cases filed by and against the Company, Insurance, Revenue, Land and Mines matters and/or for any other purposes/work pertaining to the Company as the Committee may deem fit and proper and also to revoke the same;
17. To authorize the officers of the Company/authorized persons to sign and execute papers, deeds, documents, agreements, licenses, leases, conveyance deeds etc. relating to Sale or Purchase of land, buildings, plots, flats, tenaments, apartments, etc. on behalf of the Company and also to revoke the same;
18. To authorize the officers of the Company/authorized persons to apply for digital signatures, registration under shops and establishment act and other statues and undertake administrative and routine matters in normal course of business; and
19. To exercise such other functions as may be delegated to the Finance Committee by the Board from time to time.

PIT Regulation Committee

Brief Description of the Terms of Reference

1. To oversee and strengthen compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and the Insider Trading Code (Code of Conduct) of the Company;
2. To prevent, detect, review, and respond to suspected insider trading and unlawful communication of Unpublished Price Sensitive Information (UPSI);
3. To oversee the processes relating to identification and handling of UPSI, updating information of Designated Persons (DPs), and their Immediate Relatives in Structured digital database (SDD), Trading window closures/openings, Pre-clearance of trades and contra trade monitoring, handling inquiries, violations, and disciplinary actions, measures to prevent leakage of UPSI and escalation for suspected leaks etc;
4. To ensure periodic training and awareness for DPs and relevant teams;
5. To review and approve the Code of Conduct for PIT, Policy for determination of legitimate purpose and UPSI sharing protocols, confidentiality undertakings, and information barriers;
6. To monitor the compliances related to UPSI, trading windows, pre-clearance, and disclosures; and
7. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Audit Committee

Brief Description of the Terms of Reference

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are 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 the Statutory Auditors;
4. Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the Board for approval, with particular reference to:
   a) matters required to be included in the Directors’ Responsibility Statements to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Act;
   b) changes, if any, in accounting policies and practices and reasons for the same;
   c) major accounting entries involving estimates based on the exercise of judgement by the management;
   d) significant adjustments made in the financial statements arising out of audit findings;
   e) compliance with listing and other legal requirements relating to the financial statements;
   f) disclosure of any related party transactions; and
   g) modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. 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 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 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. Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Reviewing the utilisation 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;
11. Valuation of undertakings or assets of the Company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Monitoring the end use of funds raised through public offers and related matters;
14. Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems;
15. 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;
16. Discussion with Internal Auditors of any significant findings and follow up thereon;
17. Reviewing the findings of any internal investigations by the Internal Auditors into the 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;
18. 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;
19. To 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;
20. To review the functioning of the Whistle-Blower Mechanism;
    In consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit;
21. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and
23. Carrying out such other functions as may be required under applicable laws or assigned by the Board from time to time.

The Audit Committee mandatorily reviews the following information:

1. Management Discussion and Analysis of financial condition and results of operations;
2. Financial statements, in particular, the investments made by the unlisted subsidiary companies;
3. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
4. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
5. Internal audit reports relating to internal control weaknesses;
6. Appointment, removal and terms of remuneration of the Internal Auditors;
7. Statement of deviations:
   a) quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Listing Regulation;
   b) annual statement of funds utilised for the purposes other than those stated in the offer document / prospectus / notice in terms of Listing Regulation.
8. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially important, including any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies;
9. Any material default in financial obligations by the Company; and
10. Any significant or important matters affecting the business of the Company.

 

Risk Management & Sustainability Committee

Brief Description of the Terms of Reference

1. To formulate Risk Management Policy and implement Risk Management Framework for identifying, assessing, monitoring, reviewing and devising mitigation plans in respect of the internal and external risks associated with the Company including financial, operational, sectoral, sustainability, cyber security risks, or any other risk;
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3. To review Risk Management Policy and effectiveness of the Enterprise Risk Management (ERM) framework from time to time;
4. Periodically review the Corporate Risk Register and review changes in key risks, mitigation plans, ownership and timelines;
5. Overseeing the Company’s sustainability performance and ensuring adequacy of the Company’s sustainability framework;
6. Advising the Board on sustainability policies and management systems;
7. Ensuring effective implementation of governance, advocacy and public relation mechanisms and practices related to Sustainability;
8. Evaluating emerging sustainability risks in terms of intensity and impact, in turn, guiding the management on reasonable avoidance of adversities likely to pose a threat to sustained growth;
9. Advising the Board to enable it to discharge its responsibilities, having regard to the law and the expected international standards of sustainability and stakeholder governance; and
10. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Stakeholders’ Relationship Committee

Brief Description of the Terms of Reference

1. To monitor complaints received by the Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India ('SEBI'), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by the Company for redressing the same;
2. To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board from time to time;
3. To approve requests and/or to authorise Officers of the Company to approve requests for transposition, deletion, consolidation, sub-division, change of name, dematerialisation, rematerialisation etc. of shares, debentures and other securities;
4. To approve and ratify the action taken by the authorised officers of the Company in compliance of the requests received from the shareholders / investors for issue of duplicate/ replacement / consolidation / sub-division, dematerialisation, rematerialisation and other purposes for the shares, debentures and other securities of the Company;
5. To monitor and expedite the status and process of dematerialisation and rematerialisation of shares, debentures and other securities of the Company;
6. To give directions for monitoring the stock of blank stationery and for printing of stationery required by the Secretarial Department of the Company from time to time for issuance of share certificates, debenture certificates, allotment letters, dividend warrants, pay orders, cheques and other related stationery;
7. To review the measures taken to reduce the quantum of unclaimed dividend / interest and ensuring timely receipt of dividend warrants/ Annual Reports/ statutory notices by the shareholders of the Company;  
8. To resolve grievances of security holders including complaints related to transfers / transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, non-receipt of interest or redemption proceeds, issue of new / duplicate share certificates, etc.;
9. To review measures taken for effective exercise of voting rights by shareholders;
10. To review initiatives for improving investor services, communication and stakeholders’ engagement;
11. To review policies relating to Stakeholders, including any amendment required due to Regulatory changes or otherwise.
12. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent and as prescribed by the Regulator(s); and
13. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Corporate Social Responsibility Committee

Brief Description of the Terms of Reference

1. To assist the Board in fulfilling its responsibilities relating to Corporate Social Responsibility (CSR);
2. To identify and recommend CSR projects, programmes and activities in accordance with the requirements under Companies Act, 2013 and ensure that the activities are undertaken as per the approved CSR Policy and Annual CSR Action Plan and recommend commencement, modification or discontinuation of CSR projects, where appropriate;
3. To recommend the Annual CSR Action Plan to the Board, covering details of CSR Projects, its objectives, budget allocated, timelines and to review Implementation schedules and monitoring framework;
4. To provide strategic direction, oversight, and monitoring of CSR initiatives, budgets, and compliance;
5. To formulate and recommend the CSR Policy to the Board and ensure that the vision and focus areas of the CSR Policy is aligned with Schedule VII of the Companies Act, 2013;
6. To ensure that the CSR spend for the year meets statutory obligations, including treatment of ongoing projects, unspent CSR amounts and transfers to specified funds/accounts, if any;
7. To ensure due diligence of implementing agencies such as eligibility, track record, registrations and fulfilment of the criteria as stipulated by Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014 (“CSR Rules”);
8. To periodically review the project progress, fund utilization status, and outcomes;
9. To ensure that CSR impact assessment has been conducted by the independent agency in terms of the provisions of Section 135 of the Companies Act, 2013 and CSR Rules and to review the CSR Impact Assessment Report and recommend to the Board for approval;
10. To review the Annual Report of CSR Activities undertaken by the Company and recommend to the Board for approval;
11. To ensure disclosures of CSR Policy and statutory disclosures relating to CSR in the Board’s Report and  on the website of the Company from time to time; and
12. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Nomination & Remuneration Committee

Brief Description of the 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 of the Directors, Key Managerial Personnel and other employees;
2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;  
3. Devise a policy on diversity of the Board;  
4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;  
6. Set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;  
7. Set the relationship of remuneration to performance;
8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals;  
9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management;
10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad-based plans);
11. Administer Employee Stock Option Schemes/ Employee Stock Purchase Schemes/Other similar long-term incentive plans and approve/recommend grant, vesting, exercise and other matters relating to stock-based compensation, subject to applicable laws;
12. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management personnels; and
13. Perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Finance Committee

Brief Description of the Terms of Reference 

1. To avail, within the limits as may be fixed by the Board, fund-based and non-fund based facilities by way of Term Loans, Deferred Payment Credits, Cash Credits, Guarantees, Letters of Credits, any other non-fund based limits etc. from Financial Institutions/Banks on a regular basis;
2. To borrow monies and/or avail of financial facilities for the business of the Company by way of loans, advances, deposits, deferred payment credits, guarantees, letters of credit and/or any other nature of credit or financial facilities;
3. To borrow short term and long-term funds and enter into related arrangements and avail of various services and facilities as provided by Commercial Banks, NBFC’s, Financial Institutions, Development Financial Institutions or any other agency that has been approved by the RBI to do such services as under:
   1. Cash credit facilities or borrowings
   2. Bill Discounting facilities or borrowings
   3. Other similar working capital facilities or borrowings;
   4. Internet Banking; and
   5. any other related services and facilities;
4. To authorise opening, closing and operation of bank accounts for various divisions of the Company and to revise the signatories, including for the existing bank accounts already opened from time to time;
5. To authorise opening, closing and operation of lockers/safe deposit vaults for various divisions of the Company and to revise the signatories, including for the existing lockers/safe deposit vaults already opened from time to time under the authority of the Board;
6. To authorise the officers of the Company to undertake and enter into all types of foreign currency contracts for hedging its underlying outstanding import and export exposures and other outstanding foreign currency liabilities of the Company, as may be permitted by the Reserve Bank of India and/or other authorities from time to time, with one or more of the consortium banks;
7. To authorise the officers of the Company to undertake and enter into foreign exchange transactions, including to transact derivative products including currency options, swaps to convert rupee liabilities into foreign currency liabilities to hedge currency and interest rate risks/fluctuations in respect of its export and import contracts, EPCG, foreign currency & rupee liabilities and other foreign currency related matters as may be permitted by the Reserve Bank of India and/or other authorities, from time to time, with one or more of the consortium banks;
8. To authorise the officers of the Company to redenominate the share capital of any   of the Company’s Joint Ventures, and formation of the Limited Liability Partnerships and matters related to such formation (including name availability and constitution documents) and fund infusion;
9. To authorise any person whether jointly or singly with any other person to open, operate, and or otherwise close any account including demat account with any one or more banks including to authorise such person as aforesaid to place, deposit, overdraw and or otherwise deal with the said account as also to draw or endorse and or deposit any cheques, bills of exchange, promissory notes and to give any direction, mandate or instructions to any such bank as may be authorised by the Committee from time to time and to withdraw, cancel, revoke, modify or alter any such powers whether given by the Committee or by the Board from time to time.
10. To approve execution of Agreements (including modifications thereto) with the State Electricity Boards for supply of power to various divisions of the Company
11. To authorise execution of various deeds, documents, agreements and other papers including security documents (including modification thereto) and to affix Common Seal thereon and to obtain and register with various Central/State any of regulatory authorities and to operate any other routine business operations;
12. To approve execution of Power of Attorney in favour of the officers / authorized persons for various purposes and/ or to revoke the Power of Attorney(s) granted by the Board/Committee from time to time;
13. To authorize the officers of the company to sign, execute and submit papers, applications, deeds, documents, returns, forms, declarations, etc., on behalf of the company under various laws, acts, rules and regulations including various direct and indirect tax laws and to revoke the same including the authorisation given by the Board from time to time;
14. To grant loans and advances to the employees of the Company on such terms and conditions as may be decided by the Committee in the best interests of the Company.
15. To explore various options and proposals for restructuring, consolidation of various businesses of the Company, merger/demerger, acquisition opportunities and for this purpose to authorize the officers of the Company to bid, make offers to prospective sellers, and to appoint and seek advice from management consultants, financial consultants, valuers, tax experts, solicitors & legal experts and other agencies as it may deem fit and proper and to prepare the proposal(s) for presentation to the Board which may emerge beneficial and be in the interest of the Company;
16. To authorize the officers of the Company to sign and execute papers relating to Excise, Sales Tax, Goods and Service Tax, Income Tax, Customs, FEMA, Reserve Bank of India, Director General/Joint Director General of Foreign Trade, Central/State Governments, Local Bodies, Railways, State Electricity Boards, Telephones and Telecommunications Department, Port Trusts and/or any other applicable authorities and to attend the Legal Cases filed by and against the Company, Insurance, Revenue, Land and Mines matters and/or for any other purposes/work pertaining to the Company as the Committee may deem fit and proper and also to revoke the same;
17. To authorize the officers of the Company/authorized persons to sign and execute papers, deeds, documents, agreements, licenses, leases, conveyance deeds etc. relating to Sale or Purchase of land, buildings, plots, flats, tenaments, apartments, etc. on behalf of the Company and also to revoke the same;
18. To authorize the officers of the Company/authorized persons to apply for digital signatures, registration under shops and establishment act and other statues and undertake administrative and routine matters in normal course of business; and
19. To exercise such other functions as may be delegated to the Finance Committee by the Board from time to time.

PIT Regulation Committee

Brief Description of the Terms of Reference

1. To oversee and strengthen compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and the Insider Trading Code (Code of Conduct) of the Company;
2. To prevent, detect, review, and respond to suspected insider trading and unlawful communication of Unpublished Price Sensitive Information (UPSI);
3. To oversee the processes relating to identification and handling of UPSI, updating information of Designated Persons (DPs), and their Immediate Relatives in Structured digital database (SDD), Trading window closures/openings, Pre-clearance of trades and contra trade monitoring, handling inquiries, violations, and disciplinary actions, measures to prevent leakage of UPSI and escalation for suspected leaks etc;
4. To ensure periodic training and awareness for DPs and relevant teams;
5. To review and approve the Code of Conduct for PIT, Policy for determination of legitimate purpose and UPSI sharing protocols, confidentiality undertakings, and information barriers;
6. To monitor the compliances related to UPSI, trading windows, pre-clearance, and disclosures; and
7. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Audit Committee

Brief Description of the Terms of Reference

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are 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 the Statutory Auditors;
4. Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the Board for approval, with particular reference to:
   a) matters required to be included in the Directors’ Responsibility Statements to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Act;
   b) changes, if any, in accounting policies and practices and reasons for the same;
   c) major accounting entries involving estimates based on the exercise of judgement by the management;
   d) significant adjustments made in the financial statements arising out of audit findings;
   e) compliance with listing and other legal requirements relating to the financial statements;
   f) disclosure of any related party transactions; and
   g) modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. 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 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 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. Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Reviewing the utilisation 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;
11. Valuation of undertakings or assets of the Company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Monitoring the end use of funds raised through public offers and related matters;
14. Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems;
15. 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;
16. Discussion with Internal Auditors of any significant findings and follow up thereon;
17. Reviewing the findings of any internal investigations by the Internal Auditors into the 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;
18. 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;
19. To 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;
20. To review the functioning of the Whistle-Blower Mechanism;
    In consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit;
21. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and
23. Carrying out such other functions as may be required under applicable laws or assigned by the Board from time to time.

The Audit Committee mandatorily reviews the following information:

1. Management Discussion and Analysis of financial condition and results of operations;
2. Financial statements, in particular, the investments made by the unlisted subsidiary companies;
3. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
4. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
5. Internal audit reports relating to internal control weaknesses;
6. Appointment, removal and terms of remuneration of the Internal Auditors;
7. Statement of deviations:
   a) quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Listing Regulation;
   b) annual statement of funds utilised for the purposes other than those stated in the offer document / prospectus / notice in terms of Listing Regulation.
8. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially important, including any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies;
9. Any material default in financial obligations by the Company; and
10. Any significant or important matters affecting the business of the Company.

 

Risk Management & Sustainability Committee

Brief Description of the Terms of Reference

1. To formulate Risk Management Policy and implement Risk Management Framework for identifying, assessing, monitoring, reviewing and devising mitigation plans in respect of the internal and external risks associated with the Company including financial, operational, sectoral, sustainability, cyber security risks, or any other risk;
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3. To review Risk Management Policy and effectiveness of the Enterprise Risk Management (ERM) framework from time to time;
4. Periodically review the Corporate Risk Register and review changes in key risks, mitigation plans, ownership and timelines;
5. Overseeing the Company’s sustainability performance and ensuring adequacy of the Company’s sustainability framework;
6. Advising the Board on sustainability policies and management systems;
7. Ensuring effective implementation of governance, advocacy and public relation mechanisms and practices related to Sustainability;
8. Evaluating emerging sustainability risks in terms of intensity and impact, in turn, guiding the management on reasonable avoidance of adversities likely to pose a threat to sustained growth;
9. Advising the Board to enable it to discharge its responsibilities, having regard to the law and the expected international standards of sustainability and stakeholder governance; and
10. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Stakeholders’ Relationship Committee

Brief Description of the Terms of Reference

1. To monitor complaints received by the Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India ('SEBI'), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by the Company for redressing the same;
2. To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board from time to time;
3. To approve requests and/or to authorise Officers of the Company to approve requests for transposition, deletion, consolidation, sub-division, change of name, dematerialisation, rematerialisation etc. of shares, debentures and other securities;
4. To approve and ratify the action taken by the authorised officers of the Company in compliance of the requests received from the shareholders / investors for issue of duplicate/ replacement / consolidation / sub-division, dematerialisation, rematerialisation and other purposes for the shares, debentures and other securities of the Company;
5. To monitor and expedite the status and process of dematerialisation and rematerialisation of shares, debentures and other securities of the Company;
6. To give directions for monitoring the stock of blank stationery and for printing of stationery required by the Secretarial Department of the Company from time to time for issuance of share certificates, debenture certificates, allotment letters, dividend warrants, pay orders, cheques and other related stationery;
7. To review the measures taken to reduce the quantum of unclaimed dividend / interest and ensuring timely receipt of dividend warrants/ Annual Reports/ statutory notices by the shareholders of the Company;  
8. To resolve grievances of security holders including complaints related to transfers / transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, non-receipt of interest or redemption proceeds, issue of new / duplicate share certificates, etc.;
9. To review measures taken for effective exercise of voting rights by shareholders;
10. To review initiatives for improving investor services, communication and stakeholders’ engagement;
11. To review policies relating to Stakeholders, including any amendment required due to Regulatory changes or otherwise.
12. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent and as prescribed by the Regulator(s); and
13. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Corporate Social Responsibility Committee

Brief Description of the Terms of Reference

1. To assist the Board in fulfilling its responsibilities relating to Corporate Social Responsibility (CSR);
2. To identify and recommend CSR projects, programmes and activities in accordance with the requirements under Companies Act, 2013 and ensure that the activities are undertaken as per the approved CSR Policy and Annual CSR Action Plan and recommend commencement, modification or discontinuation of CSR projects, where appropriate;
3. To recommend the Annual CSR Action Plan to the Board, covering details of CSR Projects, its objectives, budget allocated, timelines and to review Implementation schedules and monitoring framework;
4. To provide strategic direction, oversight, and monitoring of CSR initiatives, budgets, and compliance;
5. To formulate and recommend the CSR Policy to the Board and ensure that the vision and focus areas of the CSR Policy is aligned with Schedule VII of the Companies Act, 2013;
6. To ensure that the CSR spend for the year meets statutory obligations, including treatment of ongoing projects, unspent CSR amounts and transfers to specified funds/accounts, if any;
7. To ensure due diligence of implementing agencies such as eligibility, track record, registrations and fulfilment of the criteria as stipulated by Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014 (“CSR Rules”);
8. To periodically review the project progress, fund utilization status, and outcomes;
9. To ensure that CSR impact assessment has been conducted by the independent agency in terms of the provisions of Section 135 of the Companies Act, 2013 and CSR Rules and to review the CSR Impact Assessment Report and recommend to the Board for approval;
10. To review the Annual Report of CSR Activities undertaken by the Company and recommend to the Board for approval;
11. To ensure disclosures of CSR Policy and statutory disclosures relating to CSR in the Board’s Report and  on the website of the Company from time to time; and
12. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Nomination & Remuneration Committee

Brief Description of the 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 of the Directors, Key Managerial Personnel and other employees;
2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;  
3. Devise a policy on diversity of the Board;  
4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;  
6. Set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;  
7. Set the relationship of remuneration to performance;
8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals;  
9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management;
10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad-based plans);
11. Administer Employee Stock Option Schemes/ Employee Stock Purchase Schemes/Other similar long-term incentive plans and approve/recommend grant, vesting, exercise and other matters relating to stock-based compensation, subject to applicable laws;
12. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management personnels; and
13. Perform such other functions as may be required under applicable laws or assigned by the Board from time to time.

Finance Committee

Brief Description of the Terms of Reference 

1. To avail, within the limits as may be fixed by the Board, fund-based and non-fund based facilities by way of Term Loans, Deferred Payment Credits, Cash Credits, Guarantees, Letters of Credits, any other non-fund based limits etc. from Financial Institutions/Banks on a regular basis;
2. To borrow monies and/or avail of financial facilities for the business of the Company by way of loans, advances, deposits, deferred payment credits, guarantees, letters of credit and/or any other nature of credit or financial facilities;
3. To borrow short term and long-term funds and enter into related arrangements and avail of various services and facilities as provided by Commercial Banks, NBFC’s, Financial Institutions, Development Financial Institutions or any other agency that has been approved by the RBI to do such services as under:
   1. Cash credit facilities or borrowings
   2. Bill Discounting facilities or borrowings
   3. Other similar working capital facilities or borrowings;
   4. Internet Banking; and
   5. any other related services and facilities;
4. To authorise opening, closing and operation of bank accounts for various divisions of the Company and to revise the signatories, including for the existing bank accounts already opened from time to time;
5. To authorise opening, closing and operation of lockers/safe deposit vaults for various divisions of the Company and to revise the signatories, including for the existing lockers/safe deposit vaults already opened from time to time under the authority of the Board;
6. To authorise the officers of the Company to undertake and enter into all types of foreign currency contracts for hedging its underlying outstanding import and export exposures and other outstanding foreign currency liabilities of the Company, as may be permitted by the Reserve Bank of India and/or other authorities from time to time, with one or more of the consortium banks;
7. To authorise the officers of the Company to undertake and enter into foreign exchange transactions, including to transact derivative products including currency options, swaps to convert rupee liabilities into foreign currency liabilities to hedge currency and interest rate risks/fluctuations in respect of its export and import contracts, EPCG, foreign currency & rupee liabilities and other foreign currency related matters as may be permitted by the Reserve Bank of India and/or other authorities, from time to time, with one or more of the consortium banks;
8. To authorise the officers of the Company to redenominate the share capital of any   of the Company’s Joint Ventures, and formation of the Limited Liability Partnerships and matters related to such formation (including name availability and constitution documents) and fund infusion;
9. To authorise any person whether jointly or singly with any other person to open, operate, and or otherwise close any account including demat account with any one or more banks including to authorise such person as aforesaid to place, deposit, overdraw and or otherwise deal with the said account as also to draw or endorse and or deposit any cheques, bills of exchange, promissory notes and to give any direction, mandate or instructions to any such bank as may be authorised by the Committee from time to time and to withdraw, cancel, revoke, modify or alter any such powers whether given by the Committee or by the Board from time to time.
10. To approve execution of Agreements (including modifications thereto) with the State Electricity Boards for supply of power to various divisions of the Company
11. To authorise execution of various deeds, documents, agreements and other papers including security documents (including modification thereto) and to affix Common Seal thereon and to obtain and register with various Central/State any of regulatory authorities and to operate any other routine business operations;
12. To approve execution of Power of Attorney in favour of the officers / authorized persons for various purposes and/ or to revoke the Power of Attorney(s) granted by the Board/Committee from time to time;
13. To authorize the officers of the company to sign, execute and submit papers, applications, deeds, documents, returns, forms, declarations, etc., on behalf of the company under various laws, acts, rules and regulations including various direct and indirect tax laws and to revoke the same including the authorisation given by the Board from time to time;
14. To grant loans and advances to the employees of the Company on such terms and conditions as may be decided by the Committee in the best interests of the Company.
15. To explore various options and proposals for restructuring, consolidation of various businesses of the Company, merger/demerger, acquisition opportunities and for this purpose to authorize the officers of the Company to bid, make offers to prospective sellers, and to appoint and seek advice from management consultants, financial consultants, valuers, tax experts, solicitors & legal experts and other agencies as it may deem fit and proper and to prepare the proposal(s) for presentation to the Board which may emerge beneficial and be in the interest of the Company;
16. To authorize the officers of the Company to sign and execute papers relating to Excise, Sales Tax, Goods and Service Tax, Income Tax, Customs, FEMA, Reserve Bank of India, Director General/Joint Director General of Foreign Trade, Central/State Governments, Local Bodies, Railways, State Electricity Boards, Telephones and Telecommunications Department, Port Trusts and/or any other applicable authorities and to attend the Legal Cases filed by and against the Company, Insurance, Revenue, Land and Mines matters and/or for any other purposes/work pertaining to the Company as the Committee may deem fit and proper and also to revoke the same;
17. To authorize the officers of the Company/authorized persons to sign and execute papers, deeds, documents, agreements, licenses, leases, conveyance deeds etc. relating to Sale or Purchase of land, buildings, plots, flats, tenaments, apartments, etc. on behalf of the Company and also to revoke the same;
18. To authorize the officers of the Company/authorized persons to apply for digital signatures, registration under shops and establishment act and other statues and undertake administrative and routine matters in normal course of business; and
19. To exercise such other functions as may be delegated to the Finance Committee by the Board from time to time.

PIT Regulation Committee

Brief Description of the Terms of Reference

1. To oversee and strengthen compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) and the Insider Trading Code (Code of Conduct) of the Company;
2. To prevent, detect, review, and respond to suspected insider trading and unlawful communication of Unpublished Price Sensitive Information (UPSI);
3. To oversee the processes relating to identification and handling of UPSI, updating information of Designated Persons (DPs), and their Immediate Relatives in Structured digital database (SDD), Trading window closures/openings, Pre-clearance of trades and contra trade monitoring, handling inquiries, violations, and disciplinary actions, measures to prevent leakage of UPSI and escalation for suspected leaks etc;
4. To ensure periodic training and awareness for DPs and relevant teams;
5. To review and approve the Code of Conduct for PIT, Policy for determination of legitimate purpose and UPSI sharing protocols, confidentiality undertakings, and information barriers;
6. To monitor the compliances related to UPSI, trading windows, pre-clearance, and disclosures; and
7. To perform such other functions as may be required under applicable laws or assigned by the Board from time to time.