Terms of the reference for the constitution of the Nomination and Remuneration Committee which shall be as under:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board;

c. Devising a policy on Board diversity;

d. 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 of Directors their appointment and removal and shall carry out evaluation of every director’s performance;

e. Determining, reviewing and recommending to the Board, the remuneration of the Company’s Managing/ Joint Managing/ Deputy Managing/ Whole time/ Executive Director(s), including all elements of remuneration package;

f. To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;

g. Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/regulatory guidelines;

h. Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities.