The terms of Reference of the Board Audit Committee.

The terms of Reference of the Board Audit Committee of the Company shall include the following: 

1. Determination of appropriate measures to safeguard the listed company’s assets; 
2. Review of quarterly, half-yearly and annual financial statements of the listed company, prior to their approval by the Board of Directors, focusing on:
   1. Major judgmental areas; 
   2. Significant adjustments resulting from the audit;
   3. The going concern assumption; 
   4. Any changes in accounting policies and practices; 
   5. Compliance with applicable accounting standards; 
   6. Compliance with listing regulations and other statutory and regulatory requirements; and 
   7. Significant related party transactions. 
3. Review of preliminary announcements of results prior to publication;
4. Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary); 
5. Review of management letter issued by external auditors and management’s response thereto; 
6. Ensuring coordination between the internal and external auditors of the listed company; 
7. Review of the scope and extent of internal audit and ensuring that the internal audit function has adequate resources and is appropriately placed within the listed company; 
8. Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto; 
9. Ascertaining that the internal control systems including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective; 
10. Review of the Company’s statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports; 
11. Instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the CEO and to consider remittance of any matter to the external auditors or to any other external body; 
12. Determination of compliance with relevant statutory requirements; 
13. Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof; and 
14. Consideration of any other issue or matter as may be assigned by the Board of Directors. 

Terms of Reference of the Board Human Resources & Remuneration Committee.

The Terms of Reference of the Board HR&R Committee of the Company shall include the following: 

1. The Committee is appointed by the Board of Directors. There must be at least three (3) members, of whom one must be independent director. In the event of Casual vacancy, appointment is made immediately in the following board meeting. Chairman of the committee is an independent Director.
2. Quorum of the meeting is at least two (2) members present either in person or through video/audio conference call, of whom one must be the Independent Director. The meeting is compulsorily convened once a year.
3. The Committee reviews and approves the Company’s compensation and benefits policies generally including reviewing and approving any incentive-compensation plans of the Company. Reviewing compensation policies and guide lines relating to all employees, including annual salary and incentive policies and programs, material new benefits programs and material changes to existing benefits programs. In reviewing such compensation and benefits policies, the Committee may consider the recruitment, development, promotion, retention and compensation of senior executives and other employees of the Company and any other factors that it deems appropriate.
4. Monitor and evaluate matters relating to the compensation and benefits structure of the Company as the Committee deems appropriate, including providing guidance to management on significant issues affecting compensation philosophy or policy and review and approve compensation policies regarding CFO, Company Secretary, Internal Auditors and other senior Executive Officers Compensation.
5. The committee, in consultation with the CEO, reviews the CEO’s assessment of Senior Executives (including CFO, Company Secretary and Internal Auditor), oversee an evaluation of the performance of the Company’s Senior Executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, if any, for the Executive Officers. Review the structure and competitiveness of the Company’s Executive Officers Compensation programs considering the following factors:
   
   • The attraction and retention of Executive Officers
   • The motivation of Executive Officers to achieve the Company’s Business Objectives; and
   • The alignment of the interests of Executive Officers with the long – term interests of the Company’s Shareholders.
6. The Committee periodically reviews the Company’s management organization structure and the CEO’s proposals for changes to that structure and report any significant organizational changes, along with the Human Resource and Remuneration Committee recommendations, to the Board.
7. The Committee annually reviews the Company’s Succession Plans. The Committee monitors the progress and development of executives in accordance with the succession plans and annually reviews the adequacy of the succession candidates to foster timely and effective executive continuity.
8. Recommendation to the Board for consideration and approval a policy frame work for determining remuneration of directors (both executive and non-executive directors and members of senior management). The definition of senior management will be determined by the Board which shall normally include the first layer of management below the Chief Executive Officer.
9. Undertaking, annually, a formal process of evaluation of performance of the Board as a whole and its committees either directly or by engaging external independent consultant and if so appointed, a statement to that effect shall be made in the directors’ report disclosing therein name and qualification of such consultant and major terms of his / its appointment.
10. Recommending human resources management policies to the Board.
11. Consideration and approval on recommendations of chief executive on such matters for key management positions who report directly to chief executive officer or chief operating officer.
12. Where human resource and remuneration consultants are appointed, they shall disclose to the committee their credentials and as to whether they have any other connection with the company.