Audit Committee

The Audit Committee of our Company (the 'Audit Committee') comprises of three members. The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.

The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
1	Mr. H.C. Mittal	Chairman
2	Ms. Savita Keni	Member

The terms of reference / powers of the Audit Committee are as under:

• overseeing the Company's financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;
• reviewing and examining with management the quarterly financial results before submission to the Board;
• reviewing and examining with management the annual financial statements before submission to the Board and the auditors' report thereon 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 in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
  • changes, if any, in accounting policies and practices and reasons for the same;
  • major accounting entries involving estimates based on the exercise of 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;
  • modified opinion(s) in the draft audit report;
• scrutiny of inter-corporate loans and investments made by the Company;
• reviewing with management the annual financial statements as well as investments made by the unlisted subsidiary companies;
• reviewing, approving or subsequently modifying any Related Party Transactions in accordance with the Related Party Transaction Policy of the Company;
• approving the appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
• recommending the appointment, remuneration and terms of appointment of Statutory Auditors of the Company and approval for payment of any other services;
• reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
• reviewing management letters / letters of internal control weaknesses issued by the Statutory Auditors;
• discussing with Statutory Auditors, before the commencement of audit, on the nature and scope of audit as well as having post-audit discussion to ascertain area of concern, if any;
• reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal control systems;
• reviewing the financial statements, in particular, the investments made by the unlisted subsidiaries;
• recommending appointment, remuneration and terms of appointment of Internal Auditor of the Company;
• reviewing the adequacy of internal audit function and discussing with Internal Auditor any significant finding and reviewing the progress of corrective actions on such issues;
• evaluating internal financial controls and risk management systems;
• evaluating "undertaking or assets" of the Company, wherever it is necessary;
• reviewing the functioning of the Whistle Blowing mechanism.
• reviewing implementation of Anti-Money Laundering Compliance Program and processes.

Stakeholders' Relationship Committee

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the Company has constituted "the Stakeholders Relationship Committee". The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
1	Mr. Vedant Nandwana.	Member
2	Ms. Divya Nandwana	Member

The terms of reference of the Stakeholders' Relationship Committee are as follows:

• De-materialization of Shares.
• Resolving thee grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, nonreceipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meeting etc.
• To review measures taken for effective exercise of voting rights by shareholders.
• To review adherence to the service standards adopted by the listed entity in respect of various service being rendered by the Registrar and Share Transfer Agent.
• To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
• Any other related issue as per the SEBI LODR 2015.

Nomination and Remuneration and Compensation Committee

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR 2015, the Company has constituted "the Nomination and Remuneration and Compensation Committee". The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
1	Mr. H.C. Mittal	Chairman
2	Ms. Savita Keni	Member

The terms of reference of the Nomination and Remuneration and Compensation Committee are as follows:

• To formulate criteria for determining qualifications, positive attributes and independence of a Director.
• To formulate criteria for evaluation of performance of Independent Directors and the Board of the Directors.
• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
• To carry out evaluation of Director's Performance.
• To recommend to the Board the appointment and removal of Directors and Senior Management.
• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
• To devise a policy on Board diversity, composition, size.
• Succession planning for replacing Key Executives and overseeing.
• To carry out any other functions as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
• To perform such other functions as may be necessary or appropriate for the performance of its duties.

The responsibilities of the Nomination and Renumeration and Compensation Committee for diversity initiatives include the following:

• To formulate criteria which are important for promoting diversity and inclusion in hiring, development, and retention process of the Company and recommend the same to the Board
• To review the initiatives designed by the Diversity council for diversity and inclusion
• To monitor the implementation of the set criteria and the initiatives defined
• To set targets on all diversity related parameters.
• To review the achievement of targets on all diversity related parameters.
• To investigate instances of compromise of the diversity and inclusion parameters.

‘Nomination and Renumeration and Compensation Committee’ is an independent sub-committee which is also responsible to ensure Gender Pay equality programmes. In order to ensure adherence to the gender pay equality parameters, we get an audit done by a global and independent firm. This firms conducts a gender pay gap audit and provides its finding and recommendation of compensation gaps, if any. The Nomination and Renumeration and Compensation Committee is responsible to ensure that all recommendations and findings are presented to the Board and addressed in a timely and satisfactory manner. Before the start of every financial year, Nomination and Renumeration and Compensation Committee sets targets for the coming financial year keeping in mind the data reviews conducted.

Human Capital Development Program

These parameters include the following:

• Employee Turnover rates – This metrics is measured by the Head - People, Performance and Culture and reported to the Nomination and Remuneration and Compensation Committee
• Gender Workforce Ratio – This metrics is measured by the Diversity Council and reported to the Nomination and Remuneration and Compensation Committee
• Gender Pay Ratios – This metrics is measured by the Pay Equity Committee and reported to the Nomination and Remuneration and Compensation Committee
• Talent Development Metrics – This metrics is measured by the Head - People, Performance and Culture and reported to the Nomination and Remuneration and Compensation Committee

Corporate Social Responsibility Committee

As per the requirements of Section 135 of the Companies Act, 2013, the Company has, constituted a Corporate Social Responsibility Committee (the "CSR Committee").

The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
1	Ms. Divya Nandwana	Chairman
2	Mr. Vedant Nandwana	Member
3	Mr. H C Mittal	Member

The terms of reference of the CSR Committee are as follows:

• To formulate and recommend to the Board the CSR Policy and activities to be undertaken by the Company.
• To review and recommend the amount of expenditure to be incurred on the CSR activities of the Company.
• To monitor CSR Policy of the Company from time to time.
• To monitor the implementation of the CSR projects or programs or activities undertaken by the Company.
• Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

Risk Management Committee

Pursuant to Regulation 21 of SEBI LODR 2015, the Company have constituted a Risk Management Committee to review and mitigate risk factors. The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
1	Ms. Divya Nandwana	Member
2	Ms. Savita Keni	Member

The terms of reference of the committee, inter alia, include the following:

• Review of strategic risks arising out of adverse business decisions and lack of responsiveness to changes;
• Review of operational risks;
• Review of financial and reporting risks;
• Review of compliance risks;
• Review of risks related to Data Privacy;
• Review or discuss the Company's risk philosophy and the quantum of risk, on a broad level that the Company, as an organization, is willing to accept in pursuit of stakeholder value;
• Review the extent to which management has established effective enterprise risk management at the Company;
• Inquiring about existing risk management processes and review the effectiveness of those processes in identifying, assessing and managing the Company's most significant enterprise-wide risk exposures;
• Review the Company's portfolio of risk and consider it against it's risk appetite by reviewing integration of strategy and operational initiatives with enterprise-wide risk exposures to ensure risk exposures are consistent with overall appetite for risk; and
• Review periodically key risk indicators and management response thereto.

The responsibilities of the Risk Management Committee for Human Rights Risk Assessment linked to Data Privacy include the following:

• To evaluate actual and potential Human Rights risk related to Data Privacy
• To verify the Human Rights Risk Assessment framework related to Data Privacy
• To monitor implementation of Human Rights Risk Assessment framework related to Data Privacy
• To report Human Rights Risk Assessment to the Board of Directors related to Data Privacy

Human Capital Development Program

The responsibilities of the Risk Management Committee for Human Capital Risk Assessment should include the following:

• To evaluation actual and potential risk identified related to Human Capital
• To approve the action plan created as per the risks identified
• To monitor implementation of the detailed action plan
• To report the findings of Human Capital Risk Assessment to the Board of Directors

Anti-Fraud Committee

Fraud is a broad legal concept. Fraud can occur in organizations of any size or type and almost any person may be capable of committing fraud given the right set of circumstances.

Today's business environment is likely to increase vulnerability to fraud risk, due to technological advances, the growing cyber security threats, growing complexity of organizations, increasingly transient employees, amongst others.

Fraud is a significant business risk that needs to be managed like all other business risks. The risk of fraud can be reduced through a combination of prevention, deterrence and detection measures.

The Company has formed a Committee who shall be responsible for the prevention and detection of fraud and shall be responsible for ensuring that appropriate and effective internal control systems are in place.

The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
1	Ms. Savita Keni	Chairman
2	Ms. Divya Nandwana	Member

The terms of reference of the committee, inter alia, include the following:

• Committee shall not tolerate fraud in any aspect of its operations.
• Committee shall investigate any suspected acts of fraud, misappropriation or other similar irregularity.
• An objective and impartial investigation, as deemed necessary, shall be conducted regardless of the position, title, length of service or relationship with the Company or any party who might be the subject of such investigation.
• Any fraud shall constitute grounds for dismissal. Any serious case of fraud, whether suspected or proven, shall be reported to the police. Any person reporting a fraud, or suspected fraud, shall suffer no penalty in their employment.
• The Committee has ultimate responsibility for the prevention and detection of fraud and is responsible for ensuring that appropriate and effective internal control systems are in place.
• Committee is responsible for investigating instances of fraud reported to them.
• Committee must ensure that there are mechanisms in place within their area of control to:
  • Assess the risk of fraud; and
  • Educate employees about fraud prevention and detection; and
  • Facilitate the reporting of suspected fraudulent activities.

POSH Committee

As per the regulatory requirement based on the guidelines of Central Government of India and The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, the company has formulated a Committee known as "POSH Committee" which is also termed as Internal Complaint Committee. The objective of the committee is to prevent any harassment on female employee at workplace and to provide them a platform to raise their complaints.

The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
1	Ms. Divya Nandwana	Chairperson
2	Ms. Namita Pradhan	General Manager - HR
3	Mr. Shrikant Pathade	DGM Statutory Compliance
4	Mr. Viral Majmudar	Associate Vice President (BFS)
5	Ms. Veena Shetty	Personal Assistant to Chairperson & MD
5	Ms. Himangi Ghadi	Manager

The terms of reference of the POSH Committee is as follows: -

• To create and ensure a safe environment for women that is free of sexual harassment.
• To create an atmosphere promoting equality and gender justice at workplace.
• To publicize names and contact numbers of the responsible committee members who can be contacted in case of any such incident.
• To provide access of the Internal Complaint Committee policy to all the employees across the organization.
• To create awareness amongst the employees for prevention of sexual harassment by carrying out programs for gender sensitization.
• To develop and follow proper mechanism for registering complaints that is safe, accessible and sensitive.

Board ESG Committee

The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
2	Ms. Divya Nandwana	Member
3	Mr. H C Mittal	Member

The Role and responsibilities of the Board ESG Committee include: -

• Reviewing the performance and results of key ESG investor Initiatives / surveys and global benchmarks - Overseeing the implementation of key initiatives identified, or areas for improvement identified from ESG investor surveys and global benchmarks
• Considering emerging ESG issues to understand their materiality with regard to Company’s long term value creation.
• Review and Evaluate the Overall Business strategy from an ESG impact perspective.
• To monitor and review if the Sustainable development goals are integrated into any new Business strategy or new business initiatives.
• Assist the NRC Committee to review the performance of senior management from an ESG deliverable perspective.
• To review the progress of key initiatives being implemented by the GHG Reduction strategy Committee.
• Environmental –
  • Oversee the implementation of various environmental sustainability initiatives and commitments, including performance, challenges and opportunities
  • Oversee the delivery of the Company’s disclosures relating to Climate-Related and GHG Carbon Emissions Disclosures.
  • The Committee along with assistance of Board Risk Management Committee to reviews the adequacy of Management’s approach in the identification and management of environmental risks and opportunities, including climate-related issues.
• Social –
  • Oversee the implementation of group social responsibility and sustainability initiatives or commitments, including performance, challenges and opportunities, with a view to their effectiveness in delivering social impact.
  • Oversee and monitor processes and mechanisms for building relationships with Franchisees, customers, suppliers and other key stakeholders and understanding their expectations.
  • Review the effectiveness of the initiatives and policies that support human rights and Diversity in Company’s operations and supply chain.
  • The Committee along with Board Remuneration Committee has oversight of Company’s inclusion, diversity and general people & culture practices and related frameworks.
• Governance –
  • Oversee the reputational impacts of the Company’s business strategies and practices
  • Monitor the Company policies and initiatives to ensure appropriate safeguards are in place for dealing fairly and ethically with third party capital partners, suppliers, and other stakeholders
  • Review and endorse to the Board the group’s Governance Management Framework.
  • Review and endorse to the Board on an annual basis Company’s Sustainability Performance Pack, Corporate Governance Statement and the ESG achievements and future commitments and targets

Information Security Committee

The primary purpose is to act on behalf of the Company’s Board in fulfilling the Board’s oversight responsibility with respect to the Company’s Information security strategy formulation and implementation. Also overseeing information use and protection, including but not limited to data governance, privacy, compliance, and cybersecurity.

The Committee shall hold such regular meetings on quarterly basis or special meetings as its members shall deem necessary or appropriate. Minutes of each meeting of the Committee shall be prepared and distributed. The Chair of the Committee shall report to the Board on quarterly basis or whenever so requested by the Board. Additionally, the Committee may invite to its meetings any director, any member of the management of the Company, and such other persons as it deems appropriate to carry out its responsibilities.

The committee currently comprises of following Members of the Board:

Sr. No.	Name of the Members	Designation
1	Dr. Nishikant Hayatnagarkar	Member
2	Ms. Divya Nandwana	Member
2	Mr. Ashish Ladani	Member
3	Mr. Ashish Pradhan	Member

The role and responsibilities of the Information Security Committee includes:

• Formulating and overseeing the information security strategy of the company.
• Overseeing enterprise data governance program development.
• Supervising the implementation of a data protection strategy, making sure it is compliant with all applicable data protection laws.
• Reporting to CISO all the incidences or issues related to information security and data privacy with CISO
• Overseeing the data privacy and data protection policies to ensure the operationalization of those policies through all organizational units.
• Ensuring that the organization processes personal data of data subjects (employees, customers, and other individuals) in a compliant way with applicable data protection laws.
• Pushing data governance into their areas by actively promoting improved data governance practices. Making decisions at a strategic level in a timely manner given the appropriate knowledge to make that decision.
• Establishing and enforcing security policies to protect an organization’s computer infrastructure, networks and data to protect information security breach which can be in disruption to the business, loss of confidential or commercially sensitive data, and financial loss. Approving things that need to be approved – i.e., data policy, data role framework, methods, priorities, tools, etc.