Committee

Risk Management Committee :

• Mr. Grandhi Kiran Kumar- Chairman
• Mr. Indana Prabhakara Rao- Member
• Dr. Emandi Sankara Rao
• Mr. Saurabh Chawla-Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Risk Management Committee

Terms of Reference:

• To formulate a detailed risk management policy which shall include:
  • A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.
  • Measures for risk mitigation including systems and processes for internal control of identified risks.
  • Business continuity plan.
• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
• To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
• To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
• Performing such other functions as may be necessary or appropriate for the performance of its oversight function and do other activities related to this Charter as may be requested by the Board of Directors or to address issues related to any significant subject within its term of reference.
• The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.

Constitution of Audit Committee:

• Mr. A Subba Rao –Chairman
• Dr. Emandi Sankara Rao – Member
• Dr. M Ramachandran- Member
• Mr. S R Bansal – Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Audit Committee

The terms of reference of the Audit Committee are as under:

• Oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing, with the management, the annual financial statements and auditors’ report thereon 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 3 of section 134 of the Companies Act, 2013;
  • Changes, if any, in accounting policies and practices and 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 quarterly 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;
• Review and monitor the auditor’s independence and performance and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with related parties;
• Scrutiny of 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;
• Reviewing, with the management, performance of statutory and internal auditors, 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
• Discussion with internal auditors of any significant findings and follow up thereon;
• 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;
• Discussion with 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;
• To look 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;
• To review the functioning of the Whistle Blower mechanism;
• Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc., of the candidate.
• Review the utilization of loans and/ or advances from/investment in any subsidiary exceeding Rs.100 Crore or 10% of the asset size of such subsidiary, whichever is lower including existing loans / advances / investments
• Review compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively
• Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and shareholders and such other as may be specified by Securities and Exchange Board of India from time to time in respect any type of restructuring.
• Any other item or subject that may be required by the Companies Act, 2013 or SEBI Listing Regulations, as amended from time to time or under any other applicable law or statute.

Constitution of Nomination and Remuneration Committee

• Dr. M Ramachandran –Chairman
• Mr. A Subba Rao- Member
• Ms. Bijal Tushar Ajinkya - Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Nomination and Remuneration Committee.

The terms of reference of the Nomination and Remuneration Committee are as under:

• Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.
• Specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance and to review the performance of Independent Directors;
• Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;
  • For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may
    • use the services of an external agencies, if required;
    • consider candidates from a wide range of backgrounds, having due regard to diversity; and
    • consider the time commitments of the candidates.
• Formulation of criteria for evaluation of Independent Directors and the Board;
• Devising a policy on Board diversity;
• Ensuring that the Board comprises of a balanced combination of Executive Directors and Non-Executive Directors;
• All information about the Directors / Managing Directors / Whole time Directors / Key Managerial Personnel i.e., background details, past remuneration, recognition or awards, job profile shall be considered and disclosed to shareholders, where required;
• The Committee shall take into consideration and ensure the compliance of provisions under Schedule V of the Companies Act, 2013 for appointing and fixing remuneration of Managing Directors / Whole time Directors;
• While approving the remuneration, the Committee shall take into account financial position of the Company, trend in the industry, qualification, experience and past performance of the appointee;
• Recommending to the Board, all remuneration, in whatever form, payable to senior management;
• The Committee shall be in a position to bring about objectivity in determining the remuneration package while striking the balance between the interest of the Company and the shareholders.

Constitution of Stakeholders Relationship Committee:

• Mr. Indana Prabhakara Rao- Member
• Mr. Sadhu Ram Bansal – Member
• Mr. Amarthaluru Subba Rao – Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Stakeholders Relationship Committee.

The terms of reference of the Stakeholders Relationship Committee are as under

• Allotment of all types of securities to be issued by the Company;
• Transfer, transposition and transmission of securities;
• Issuance of duplicate shares or other securities;
• Resolving the grievances of the security holders including complaints about transfer/transmission of shares, non-receipt of declared dividend, non-receipt of Annual Reports, issue of new/duplicate certificates, general meetings etc.;
• Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends, if any, and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders;
• Investigate into security holders/ other investor’s complaints and take necessary steps for redressal thereof;
• Review of measures taken for effective exercise of voting rights by shareholders;
• To perform all functions relating to the interests of shareholders / security holders/ investors of the Company as may be required by the provisions of the Companies Act, 2013, Listing Agreements with the Stock Exchanges and guidelines issued by the SEBI or any other regulatory authority;
• Authorise Company Secretary or other persons to take necessary action;
• Appointment and fixation of remuneration of the Registrar and Share Transfer Agent and Depositories and to review their performance.
• Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

Constitution of Management Committee:

The Management Committee comprises of the following Directors as members:

• Mr. G.M. Rao - Chairman
• Mr. G. B. S. Raju - Member
• Mr. Srinivas Bommidala - Member
• Mr. Indana Prabhakara Rao - Member
• Mr. Grandhi Kiran Kumar - Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Management Committee.

The terms of reference of the Management Committee are as under:

• Approval relating to operational matters such as investments in new projects, financial matters, providing loans, borrowings, giving corporate guarantees, providing securities, capital expenditure, purchases and contracts – non-capital (including services), long term contracts, stores, HR related matters, establishment and administration, writing-off of assets etc. within the authority delegated by the Board etc.
• The Board of Directors from time to time delegates specific powers to the Management Committee.

The Board of Directors from time to time delegates specific powers to the Management Committee.

Constitution of Debentures Allotment Committee:

The Debentures Allotment Committee comprises of the following Directors as members:

• Mr. Srinivas Bommidala - Member
• Mr. G. B. S. Raju - Member
• Mr. Indana Prabhakara Rao- Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Debentures Allotment Committee.

The terms of reference of the Debentures Allotment Committee are as under:

• Issuance and allotment of debentures on such terms and conditions as may be prescribed from time to time in this regard.
• The Board of Directors from time to time delegates specific powers to the Debentures Allotment Committee.

Constitution of Corporate Social Responsibility (CSR) Committee

• Dr. Emandi Sankara Rao-Chairman
• Mr. S R Bansal – Member
• Mr. Indana Prabhakara Rao- Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to The Corporate Social Responsibility (CSR) Committee.

The terms of reference of Corporate Social Responsibility Committee are as follows:

• Preparation of Corporate Social Responsibility Policy for the Company and to recommend the Board for its approval;
• Recommendation of projects or programmes relating to activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
• To recommend on CSR activities to be undertaken by the Company on its own or in collaboration with any registered trust / society or a company established under Section 25 of the Companies Act, 1956 or under Section 8 of the Companies Act, 2013;
• Formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which shall include the following, namely: -
  • the list of CSR projects or programmes to be undertaken in areas or subjects specified in Schedule VII of the Act;
  • the manner of execution of such projects or programmes;
  • the modalities of utilization of funds and implementation schedules for the projects or programmes;
  • monitoring and reporting mechanism for the projects or programmes; and
  • details of need and impact assessment, if any, for the projects undertaken by the company
• To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company or trust / society / company mentioned in point no.(iii);
• To report periodically on the CSR activities of the Company to the Board and in the Board’s report;
• To seek expert advice on CSR activities of the Company that may be appropriate to discharge its responsibilities; and
• To take up any other roles and responsibilities delegated by the Board from time to time.

Environment, Social and Governance (ESG) Committee:

• Mr. Grandhi Kiran Kumar- Chairman
• Mr. Indana Prabhakara Rao- Member
• Mr. A Subba Rao - Member
• Dr. Emandi Sankara Rao - Member
• Ms. Bijal Tushar Ajinkya - Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the ESG Committee

The terms of reference of ESG Committee are as follows::

• Oversee the development of and make recommendations to the Board regarding the Company’s ESG policies, strategy, initiatives, priorities and best practices.
• Oversee the effective implementation and adoption of ESG practices into the business.
• Identify the relevant ESG matters that are likely to affect the business, operation, performance of the Company.
• Identify opportunities related to ESG matters impacting the Company
• Monitor and reviews current and emerging ESG trends, key risks and stakeholder priorities
• Set appropriate strategic goals/targets related to ESG matters, road map to achieve those targets
• Oversee and review the Company’s progress on ESG targets, initiatives and best practices
• Work in conjunction with the Risk Committee to oversee the identification and mitigation of risks relating to ESG matters.
• Report to the Board on a periodic basis on ESG matters including Committee’s reviews and assessments on ESG Matters and make appropriate recommendations.

Constitution of Business Plan Committee:

• Mr. G. B. S. Raju - Chairman
• Mr. Grandhi Kiran Kumar- Member
• Mr. Philippe Pascal*- Member
• Mr. Alexis Benjamin Riols- Member
• Mr. T. Venkat Ramana, Company Secretary and Compliance Officer, acts as Secretary to the Business Plan Committee

*In case of absence of Mr. Philippe Pascal, Mr. Antoine Crombez, Alternate Director to Mr. Philippe Pascal, can act on his behalf as an Alternate Member including for attending the meetings of Business Plan Committee.

The terms of reference of Business Plan Committee are as follows:

• To prepare, deliberate, discuss, approve in advance the Business Plans and submit/recommend the same for approval of the Board of Directors of the Company, as provided under the Shareholders Agreement, dated March 19, 2023 entered amongst GMR Enterprises Private Limited, Aéroports De Paris S.A, GMR Infra Services Private Limited and the Company and the Articles of Association of the Company.
  
  Provided that, no Business Plan shall be submitted for approval of the Board of Directors of the Company unless approved by the Business Plan Committee.
• To seek appropriate assistance and relevant professional/technical advice from, and delegate the work in relation to preparation of the Business Plans to, any employees of the Company, external consultants or such other persons as may be considered appropriate by the Company.
• To consider, undertake & approve and do all such things, deeds & acts as may be required in order to comply with the any other relevant provision of Shareholders Agreement, dated March 19, 2023 entered amongst GMR Enterprises Private Limited, Aéroports De Paris S.A, GMR Infra Services Private Limited and the Company and the Articles of Association of the Company.
• To consider, undertake & approve and do all such things, deeds & acts as may be delegated/entrusted by the Board of Directors or any Committee of the Board of Directors or otherwise.