AUDIT COMMITTEE

COMPOSITION OF AUDIT COMMITTEE

Mr. Nikhil Khattau - Chairman

Mr. B.S. Nagesh - Member

Mr. Rajendra Mariwala – Member

Ms. Vasuta Agarwal – Member

Mr. Harsh Mariwala – Permanent Invitee to the Committee

Ms. Nitika Dalmia – Member

TERMS OF REFERENCE:

• Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
  
  Matters required to be included in the Director’s  Responsibility Statement to be included in the Board’s report;
  Changes, if any, in accounting policies and practices and reasons for the same;
  Major accounting entries involving estimates based on the exercise of judgment by management;
  Significant adjustments made in the financial statements arising out of audit findings;
  Compliance with listing and other legal requirements relating to financial statements;
  Disclosure of any related party transactions;
  Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
• 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
• Approval of all transaction with related parties and any subsequent modification of such transactions;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
• 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;
• Discussion with internal auditors of any significant findings and follow up there on;
• 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;
• 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;
• 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, if any.
• To review the functioning of the Whistle Blower mechanism;
• Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;
• To carry out such other function as may specifically delegated by the Board of Directors of the Company from time to time;
• Review impact of new legislations impacting financial reporting processes;
• Recommending to the Board, the appointment inclusive of filling of casual vacancy of an auditor, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;
• Review of Risk Management Framework and specific risk mitigation projects;
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by this 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 shall be subject to review by the Audit & Risk Management Committee,
  the recommendation for appointment, remuneration and terms of appointment of auditors of the company;
• examination of the financial statements and the auditors’ report - The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit & Risk Management Committee when it considers the auditor’s report but shall not have the right to vote;
• where a valuation is required to be made of any assets or net worth or liabilities, it shall be valued by a registered valuer appointed by this committee;
• approval of non-audit services to be rendered by the auditors.

RISK COMMITTEE

COMPOSITION OF RISK COMMITTEE

Mr. Nikhil Khattau - Chairman

Mr. B.S. Nagesh - Member

Mr. Harsh Mariwala – Member

Mr. Rajendra Mariwala – Member

Mr. Rajiv Suri- Global Chief Executive Officer

Mr. Rajiv Nair - Chief Executive Officer, Kaya India

Mr. Arihant Dhariwal - Chief Financial Officer

Ms. Nitika Dalmia – Secretary to the Committee

TERMS OF REFERENCE:

• To formulate a detailed risk management policy which shall include: A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee. Measures for risk mitigation including systems and processes for internal control of identified risks. Business continuity plan.

• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the 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;

NOMINATION AND REMUNERATION COMMITTEE

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Mr. B. S. Nagesh - Chairman

Mr. Rajen Mariwala - Member

Ms. Vasuta Agarwal- Member

Mr. Harsh Mariwala - Permanent Invitee to the Committee

Ms. Nitika Dalmia – Secretary to the Committee

TERMS OF REFERENCE:

• Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
• Formulating 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;
• framing and implementing, on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of Executive Directors, including ESPS / ESOP, pension rights and any compensation payment;
• framing the Employees Share Purchase Scheme (ESPS) / Employees Stock Option Scheme (ESOS) for the employees of the Company and of its subsidiary companies; and recommending the same to the Board/shareholders for their approval and implementing the Scheme approved by the shareholders;
• suggesting to Board/shareholders changes in the ESPS/ESOS;
• deciding the terms and conditions of ESPS and ESOS which, inter-alia, include the following:
  
  Quantum of options / shares to be granted under the Scheme per employee and in aggregate;
  Vesting Period;
  Conditions under which option vested in employees may lapse in case of termination of employment for misconduct;
  Exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;
  Specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;
  Right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;
  Procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions;
  Grant, vest and exercise of option in case of employees who are on long leave;
  Procedure for cashless exercise of options;
  Forfeiture/cancellation of options granted;
  All other issues incidental to the implementation of ESPS / ESOS.
• Allotment of shares upon exercise of vested options;
• any other matter(s) as may be recommended by the Board of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Nikhil Khattau - Chairman

Mr. B. S. Nagesh - Member

Mr. Harsh Maiwala – Member

Ms. Nitika Dalmia – Secretary to the Committee

TERMS OF REFERENCE:

• transfer/ transmission of shares;
• split-up/ sub-division and consolidation of shares;
• dematerialization/ rematerialization of shares;
• issue of new and duplicate share certificates;
• to open/ close bank account(s) of the Company for depositing share/ debenture applications, allotment and call monies,
• authorize operation of such account(s) and issue instructions to the Bank from time to time in this regard;
• to specifically look into queries and complaints received from the shareholders/ investors of the Company;
• to oversee the performance of the Registrar and Transfer Agent of the Company;
• to recommend measures for overall improvement in the quality of services to the investors;
• any allied matter(s) out of, and incidental to, these functions and not herein above specifically provided for;
• any other matter(s) as may be recommended by the Board of Directors.

INVESTMENT, BORROWING AND ADMINISTRATIVE COMMITTEE

COMPOSITION OF INVESTMENT, BORROWING AND ADMINISTRATIVE COMMITTEE

Mr. Harsh Mariwala – ChairmanMr. Rajiv Nair – Member

Mr. Rajiv Nair – Member

Mr. Arihant Dhariwal – Member 

Ms. Nitika Dalmia – Secretary to the Committee

TERMS OF REFERENCE:

• to make loan(s) to any other body corporate(s) being subsidiaries of the Company and / or associate companies for meeting the organic and inorganic needs including acquisitions funding, working capital requirements or expansion plans;
• to give any guarantee or provide security, in connection with a loan(s) made by any other person to, or to any other person, by anybody corporate;
• to make investment(s) from time to time, by way of subscription, purchase or otherwise, in the securities of any other body corporate, in Fixed Deposits, Commercial Papers, Bonds or any financial instruments/products issued by Financial Institutions, Foreign Institutional Investors, Bodies corporate, Banks or any other financial entity;
• to borrow moneys otherwise than on debentures;
• the IBA be and is hereby further authorized for following in respect of such aforementioned investments, loans and guarantees, etc.:
  
    to utilize the idle funds of the Company including to decide providing of temporary financial accommodation with in the group or associate companies or outside companies;
    to decide and act as regards any terms and conditions including but not limited to the following:
  
                 amount to be invested;
                 number of tranche(s) and mode of investment;
                 currency of investment- Indian Rupees or such currency as may be suitable;
                 investee/Borrower entity(ies);
                 amount of loan to be given;
                 amount of guarantee or security to be given/provided;
                 type/nature of loan/ guarantee/security;
                 other terms and conditions concerning the loan/ guarantee/security as may be relevant;
                 documentation as may be required to reflect the terms and conditions concerning the loan/ guarantee/security as may be relevant.
  
     to settle any questions, difficulties or doubts that may arise in this regard;
  
     to open current / overdraft/ cash credit / fixed deposit or other account(s) with any bank and authorize the officials to operate the same and also to vary the authorization
     to operate accounts of the Company with its bankers;
  
     to affix the Common Seal of the Company on any documents required to implement any decisions of the Committee ;
  
     to do such acts, deed or things as may be deemed necessary for the purpose and in the interest of the Company to give effect to the foregoing;
  
     to further delegate all or any of the above powers to any of the officers or personnel of the Company subject to the limits mentioned in clause 1 hereinabove.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Mr. Harsh Mariwala – Chairman

Mr. B. S. Nagesh – Member

Mr. Rajendra Mariwala – Member

Ms. Nitika Dalmia – Secretary to the Committee

TERMS OF REFERENCE:

• The terms of reference of the Corporate Social Responsibility Committee of the Board of Directors shall be as prescribed under the applicable laws and inclusive of the following:
  
  a. formulation of a Corporate Social Responsibility Policy, recommendation of the Policy to the Board of Directors of the Company and periodical review of the Policy;
  b. recommendation of the amount to be incurred as CSR spend on the activities specified in Schedule VII of the Act;
  c. such other acts, deeds, things as may considered necessary by the CSR committee to give effect to the foregoing;