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ANNUAL REPORT 2018-2019 64 Condition No. Title Compliance Status (Put in the appropriate column) Remarks Complied Not Complied (if any) Condition No. Complied Not Complied V Title 6(2) Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an independent director; 6(2)(b) 6(2)(c) All member of the Committee shall be non-executive directors; Members of the Committee shall be nominated and appointed by the Board; 6(2)(d) No such Incidence arose 6(2)(e) No such Incidence arose 5(5)(m) 5(6) 5(6)(a) Oversee whether the proceeds raised through Initial public Offering (IPO) or Repeat public Offering (RPO) or Rights Share offer have been utilized as per the purpose stated in relevant offer document or prospectus approved by the Commission: Reporting of the Audit Committee Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board. V 5(6)(a)(ii) The Audit Committee shall immediately report to the Board of Directors on the following findings, if any: - 5(6)(a)(ii)(a) report on conflicts of interests; suspected or presumed fraud or irregularity or material defect 5(6)(a)(ii)(b) identified in the internal audit and compliance process or in the financial statements; 5(6)(a)(ii)(c) 5(6)(a)(ii)(d) 5(6)(b) suspected infringement of laws, regulatory compliances including securities related laws, rules and regulations; any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately; Reporting to the Authorities: - No such Incidence arose 6(2)(f) No such Incidence arose 6(2)(g) 6(2)(h) 6(2)(i) incidence arose 6(3) 6(3)(a) 5(7) 6. 6(1) 6(1)(a) 6(1)(b) 6(1)(c) If the Audit Committee has reported to the Board about anything which has material impact on the financial condition and results of operation and has discussed with the Board and the management that any rectification is necessary and if the Audit Committee finds that such rectification has been unreasonably ignored, the Audit Committee shall report such finding to the Commission, upon reporting of such matters to the Board for three times or completion of a period of 6 (six) months from the date of first reporting to the Board, whichever is earlier. Reporting to the Shareholders and General Investors Report on activities carried out by the Audit Committee, including any report made to the Board under condition 5(6)(a)(ii) above during the year, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of the issuer company. Nomination and remuneration Committee (NRC). Responsibility to the Board of Directors The company shall have a Nomination and Remuneration Committee (NRC) as a sub-committee of the Board; The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top-level executive as well as a policy for formal process of considering remuneration of directors, top level executive; The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas stated at the condition No. 6(5)(b). V No such reportable 6(3)(b) 6(3)(c) Formation of NRC is 6(4) under process 6(4)(a) 6(4)(b) 6(4)(c) 6(4)(d) The Board shall have authority to remove and appoint any member of the Committee; In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee; The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion form such external expert and/or member(s) of staff shall be required or valuable for the Committee; The company secretary shall act as the secretary of the Committee; The quorum of the NRC meeting shall not constitute without attendance of at least an independent director; No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director's fees or honorarium from the company. Chairperson of the NRC The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director; In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes; The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders: Meeting of the NRC The NRC shall conduct at least one meeting in a financial year; The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC; The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher, where presence of an independent director is must as required under condition No. 6(2)(h); The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC. Compliance Status (Put in the appropriate column) Complied Not Complied Complied Not Complied ANNUAL REPORT 2018-2019 Remarks (if any) 65

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