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Corporate Governance

Board Committees

Audit Committee
Farid Lalji Kazani
Chairman
Independent Director
Anant Choubey
Co-founder, Executive Director, CFO & COO
Neelam Dhawan
Independent Director
Venkat Ramana Tadanki
Independent Director
Scope and terms of reference:
The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s) from time to time, the following:
A. Powers of Audit Committee

The Audit Committee shall have powers, including the following:

  • (1) to investigate any activity within its terms of reference;
  • (2) to seek information from any employee;
  • (3) to obtain outside legal or other professional advice; and
  • (4) to secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee

The role of the Audit Committee shall include the following:

  • (1) oversight of financial reporting process and the disclosure of financial information relating to our Company to ensure that the financial statements are correct, sufficient and credible;
  • (2) recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of our Company and the fixation of the audit fee;
  • (3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  • (4) examining and reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:
    • a. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
    • 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 judgment by management;
    • d. significant adjustments made in the financial statements arising out of audit findings;
    • e. compliance with listing and other legal requirements relating to 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, half-yearly and annual 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 utilized for 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, and making appropriate recommendations to the board of directors of our Company to take up steps in this matter;
  • (7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
  • (8) approval of any subsequent modification of transactions of our Company with related parties and omnibus approval for related party transactions proposed to be entered into by our Company, subject to the conditions as may be prescribed;
    Explanation: The term “related party transactions” shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/ or the applicable Accounting Standards and/ or the Companies Act, 2013.
  • (9) scrutiny of inter-corporate loans and investments;
  • (10) valuation of undertakings or assets of our Company, wherever it is necessary;
  • (11) evaluation of internal financial controls and risk management systems;
  • (12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  • (13) 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;
  • (14) discussion with internal auditors of any significant findings and follow up there on;
  • (15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
  • (16) 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;
  • (17) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
  • (18) reviewing the functioning of the whistle blower mechanism;
  • (19) monitoring the end use of funds raised through public offers and related matters;
  • (20) overseeing the vigil mechanism established by our Company, with the chairperson of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;
  • (21) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
  • (22) reviewing the utilization of loans and/ or advances from/ investment by the holding company in the subsidiary exceeding ₹1,000,000,000 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;
  • (23) consider and comment on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on our Company and its shareholders; and
  • (24) carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

The Audit Committee shall mandatorily review the following information:

  • • management’s discussion and analysis of financial condition and results of operations;
  • • statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
  • • management letters/ letters of internal control weaknesses issued by the statutory auditors;
  • • internal audit reports relating to internal control weaknesses;
  • • the appointment, removal and terms of remuneration of the chief internal auditor; and
  • • statement of deviations in terms of the SEBI Listing Regulations:
    • a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of the SEBI Listing Regulations;
    • b. annual statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice in terms of the SEBI Listing Regulations.
Nomination and Remuneration Committee
Venkat Ramana Tadanki
Chairman
Independent Director
Neelam Dhawan
Independent Director
Yamini Preethi Natti
Independent Director
Scope and terms of reference:
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
  • • formulation of 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 (“Remuneration Policy”);
  • • for every appointment of an independent director, evaluation of the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, preparation of a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may:
    • a. use the services of an external agencies, if required;
    • b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
    • c. consider the time commitments of the candidates;
      • • formulation of criteria for evaluation of independent directors and the Board;
      • • devising a policy on Board diversity;
      • • identifying 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 and carrying out evaluation of every director’s performance (including independent director);
      • • whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
      • • recommend to the Board, all remuneration, in whatever form, payable to senior management;
      • • carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.”

The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that —

  • a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;
  • b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
  • c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of our Company and its goals.
    • • performing such functions as are required to be performed by the Nomination and Remuneration Committee under the [SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021], including the following:
  • (a) administering the existing and proposed employee stock option schemes formulated by our Company from time to time (the “Plan”);
  • (b) determining the eligibility of employees to participate under the Plan;
  • (c) granting options to eligible employees and determining the date of grant;
  • (d) determining the number of options to be granted to an employee;
  • (e) determining the exercise price under the Plan; and
  • (f) construing and interpreting the Plan and any agreements defining the rights and obligations of our Company and eligible employees under the Plan, and prescribing, amending and/ or rescinding rules and regulations relating to the administration of the Plan.
    • • framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including:
  • (a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
  • (b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by our Company and its employees.
    • • performing such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the SEBI Listing Regulations or by any other applicable law or regulatory authority.
Stakeholders Relationship Committee
Neelam Dhawan
Chairperson
Independent Director
Aneesh Reddy Boddu
Founder, Managing Director & CEO
Farid Lalji Kazani
Independent Director
Scope and terms of reference:
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required by the under applicable law, the following:
  • • resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.;
  • • review of measures taken for effective exercise of voting rights by shareholders;
  • • review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent; and
  • • review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the company.
Risk Management Committee
Neelam Dhawan
Chairperson
Independent Director
Anant Choubey
Co-founder, Executive Director, CFO & COO
Farid Lalji Kazani
Independent Director
Scope and terms of reference:
The Risk Management Committee shall have the following powers:
  • • to review, assess and formulate the risk management system and policy of our Company from time to time and recommend for amendment or modification thereof, which shall include:
  • • A framework for identification of internal and external risks specifically faced by our Company, in particular including financial, operational, sectoral, sustainability (particularly, environment, social and governance related risks), information, cyber security risks or any other risk as may be determined by the committee;
    • o Measures for risk mitigation including systems and processes for internal control of identified risks; and
    • o Business continuity plan;
  • • to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of our Company;
  • • to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
  • • to periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
  • • to keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
  • • to review the appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the Risk Management Committee;
  • • to implement and monitor policies and/or processes for ensuring cyber security;
  • • to frame, devise and monitor risk management plan and policy of our Company;
  • • to review and recommend potential risk involved in any new business plans and processes;
  • • to coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors; and
  • • any other similar or other functions as may be laid down by the Board from time to time and/ or as may be required under applicable law.
Corporate Social Responsibility (CSR) Committee
Yamini Preethi Natti
Chairperson
Independent Director
Anant Choubey
Co-founder, Executive Director, CFO & COO
Venkat Ramana Tadanki
Independent Director
Scope and terms of reference:
The Corporate Social Responsibility Committee be and is hereby authorized to perform the following functions:
  • (a) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the activities to be undertaken by our Company as specified in Schedule VII of the Companies Act, 2013;
  • (b) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a);
  • (c) monitor the corporate social responsibility policy of our Company and its implementation from time to time;
  • (d) Transferring the unspent CSR amount to a Fund specified in the Schedule VII, within a period of six months of the expiry of the financial year and setting-off the amount spent in excess of the requirements for such number of succeeding financial years and in such manner as specified in the Companies Act, 2013; and
  • (e) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board from time to time.
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