Terms of Reference of Stakeholders Relationship Committee

The brief description of the terms of reference of the Stakeholders Relationship Committee are:

1. resolving the grievances of the security holders of the Company 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.;
2. review of measures taken for effective exercise of voting rights by shareholders;
3. review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;
4. review of the 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; and
5. All other matters incidental or related to shares, debentures and other securities of the Company
6. Decide the number, terms and timing of theproposed issue of equity shares (“equity shares”)of the Company on private placement basis to Qualified Institutional Buyers (“Issue”) in each tranche thereof including the date for the opening and closing of the Issue, including determining the form, nature and manner of the Issue, including the class of investors to whom the equity shares are to be issued and allotted, number of equity shares to be issued / allotted, terms of the Issue including issue price, issue structure, face value, discount / premium, execution of various transaction documents and all other related matters, as per applicable laws, regulations or guidelines
7. The issue and allotment of the equity shares shall be made at such time or times as the Committee may in its absolute discretion decide, subject, however to applicable guidelines, notifications, rules and regulations
8. Finalisation of the allotment of the equity shares on the basis of the subscriptions received and approving the allotment of the equity shares
9. To deal with over subscription / under subscription in such manner as may be permitted by the applicable law
10. to decide and finalize the objects of the Issue for which funds are being raised by the Company and all such additional matters in connection with or incidental thereto and the utilization of the proceeds of the QIP
11. Finalisation of any arrangement for the submission of the preliminary and final offering circulars /offer document(s), placement document(s) and any amendments and supplements thereto, with any applicable government and regulatory authorities, institutions or bodies, as may be required
12. Approval of the preliminary and final offering circulars / placement document /offer document, private placement offer cum application letters, and / or such other documents / writings / circulars / memoranda / corrigenda thereto in draft or final form (including amending, varying or modifying the same, as may be considered desirable or expedient) as finalised in consultation with the lead manager(s)/ advisor(s), in accordance with all applicable rules, regulations and guidelines
13. Entering into any arrangement for managing and marketing the Issue and to appoint, enter into and execute all such, in its absolute discretion, lead managers (including lead manager(s)), investment banker(s), merchant banker(s), monitoring agency, escrow bank(s), financial and/or legal counsel(s), statutory auditors, chartered accountants, chartered engineers, company secretaries, industry experts, depositories), and other agents or intermediaries as may be required and sign all applications, filings, deeds, documents, memorandum of understanding and agreements with any such entities and to pay any fees, commissions, remunerations, and expenses in connection with the proposed offering of the equity shares
14. Approval of the placement agreement, escrow agreement, other certificate representing the equity shares, letters of allotment, listing application, engagement letter(s), and any other agreements or documents, presentations or other materials, as may be necessary in connection with the issue / offering (including amending, varying or modifying the same, as may be considered desirable or expedient), in accordance with all applicable laws, rules, regulations and guidelines
15. Authorisation of any Director or Directors of the Company or other officer or officers of the Company, including by the grant of power of attorneys, to do such acts, deeds and things as the authorised person in its absolute discretion may deem necessary or desirable in connection with the issue and allotment of the equity shares
16. Seeking, if required, the consent, approval or waiver from the lenders, parties with whom the Company has entered into various commercial and other agreements, all concerned government and regulatory authorities in India or outside India, and any other consents that may be required in connection with the issue and allotment of the equity shares
17. Seeking listing of the equity shares on stock exchange, submitting the listing application to the stock exchange and taking all actions that may be necessary in connection with obtaining such listing
18. To open and operate one or more bank accounts in the name of the Company with such bank or banks as may be required in connection with the aforesaid issue, including with any escrow banker
19. To settle all questions, difficulties or doubts that may arise in regard to such issue(s) or allotments and utilization of the issue proceeds as it may, in its absolute discretion deem fit, without being required to seek any further consent or approval of the Board or member or otherwise, to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution, and accordingly any such action, decision or direction of the Committee shall be binding on the Company
20. To file any form required under applicable law with the authorized dealer, RBI or any other regulatory authority with respect to the issuance of the equity shares
21. To affix the common seal of the Company on any agreement(s)/ document(s) as may be required to be executed in connection with the above, in accordance with the provisions of applicable law
22. to approve, finalize and issue any notices, including any supplement(s)/ corrigendum required to be issued in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2015, or other applicable SEBI guidelines and regulations or in compliance with any direction from SEBI and/or such other applicable authorities as it may deem fit and proper
23. approve and adopt policy on materiality with regard to disclosure of outstanding litigation and legal proceedings to be disclosed by the Company in the qualified institutions placement related documents
24. to decide and approve the other terms and conditions of the issue of the equity shares and also shall be entitled to vary, modify or alter any of the terms and conditions as it may deem expedient; and
25. To do all such acts, deeds, matters and things as the Committee may, in its absolute discretion, consider necessary, proper, expedient, desirable or appropriate for making the said issue as aforesaid and to settle any question, query, doubt or difficulty that may arise in this regard including the power to allot under subscribed portion, if any, in such manner and to such persons(s) as the Committee, may deem fit and proper in its absolute discretion to be most beneficial to the Company.