Committees
Audit Committee – Mr. Shahid Raza Rizvi
Nomination and Remuneration Committee – Ms. Kalpana Mehta
Stakeholders Relationship Committee – Ms. Kalpana Mehta

The following committees have been formed in compliance with the corporate governance norms:
Audit Committee

Our Company has constituted an audit committee ("Audit Committee"), as per section 177 of the Companies Act 2013 vide resolution passed in the meeting of the Board of Directors dated 16th August 2022. The constituted Audit Committee comprises following members:

Name of the Director	Status	Nature of Directorship
Shahid Raza Rizvi	Chairman	Independent Director
Kalpana Mehta	Member	Independent Director
Krishna Agarwal	Member	Managing Director

The Audit Committee shall have following powers/responsibilities:

• To investigate any activity within its terms of reference.
• To seek information from any employee.
• To obtain outside legal or other professional advice, and
• To secure attendance of outsiders with relevant expertise if it considers necessary

The Audit Committee shall mandatorily review the following information:

• Management 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;
• 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; and
• The appointment, removal and terms of remuneration of the Chief Internal Auditor.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the Audit committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

The role of the Audit Committee not limited to but includes:

• Overseeing the company‘s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;
• Approving payment to statutory auditors for any other services rendered by the statutory auditors;
• Approving initial or any subsequent modification of transactions of the Company with related parties;
• Scrutinizing 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;
• Monitoring the end use of funds raised through public offers and related matters;
• 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 in terms of clause (c) of sub-section 314 of the Companies Act, 2013;
  • Changes, if any, in accounting policies and practices along with 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; and
  • Qualifications in the draft audit report.
• Reviewing, with the management, the half yearly 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;
• Reviewing, with the management, performance of statutory and internal auditors, and 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;
• Discussing with the internal auditors 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;
• Discussing with the 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;
• Looking 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;
• Reviewing the functioning of the Whistle Blower mechanism, in case the same is existing;
• Reviewing and monitoring the auditor‘s independence and performance, and effectiveness of audit process;
• Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or contained in the equity listing agreements as and when amended from time to time.

Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.

Meeting of Audit Committee and relevant Quorum
The committee shall meet at least four times in a year and not more than four months shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two Independent members at each meeting. Meeting of the Audit Committee shall be called by at least seven day‘s notice in advance.

Tenure The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

Stakeholder‟s Relationship Committee

Our Company has constituted a shareholder / investors grievance committee ("Stakeholders‘ Relationship Committee") to redress complaints of the shareholders. The Stakeholders Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 16th August 2022.

The Stakeholder‘s Relationship Committee comprises the following Directors:

Name of the Director	Status	Nature of Directorship
Kalpana Mehta	Chairman	Independent Director
Raguveer Rathore	Member	Whote time Director
Shahid Raza Rizvi	Member	Independent Director

The scope and function of the Stakeholder‗s Relationship Committee and its terms of reference shall include the following:

Tenure: The Stakeholder/ Investor Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholder / Investor Relationship Committee as approved by the Board.

Meetings: The Stakeholder/ Investor Relationship Committee shall meet at least at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher

Terms of Reference: Redressal of shareholders‘ and investors‘ complaints, including and in respect of:

• Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized;
• Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; and
• Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances;
• Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties;
• Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them;
• Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Probation of insider Trading) Regulations, 1992 as amended from time to time;
• Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting;
• Carrying out any other function contained in the SME equity listing agreement as and when amended from time to time.

Nomination and Remuneration Committee

Our Company has constituted a Nomination and Remuneration Committee in accordance section 178 of Companies Act 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on 16th August 2022. The said committee is comprised as under:

The Nomination and Remuneration Committee comprises the following Directors:

Name of the Director	Status	Nature of Directorship
Kalpana Mehta	Chairman	Independent Director
Shahid Raza Rizvi	Member	Independent Director
Payal Jain	Member	Independnt Direcot

The scope and function of the Committee and its terms of reference shall include the following:

Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

Meetings: The committee shall meet as and when the need arise for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. Meeting of the Nomination and Remuneration/Compensation Committee shall be called by at least seven day‘s notice in advance.
The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. Meeting of the Nomination and Remuneration Committee shall be called by at least seven day‗s notice in advance.

Terms of Reference:

• Identify persons who are qualified to become Directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment ad removal and shall carry out evaluations of every director‘s performance;
• Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for directors, Key Managerial Personnel and other employees;
• Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;
• Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose;
• Decide the amount of Commission payable to the Whole time Directors;
• Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc;
• To formulate and administer the Employee Stock Option Scheme.
• Formulate the assessment/evaluation criteria for performance evaluation of the Directors of the Company;
• Devise a policy on the Board diversity;
• Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

The provisions of Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on. NSE Emerge. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on stock exchanges.