Tarai Foods Ltd

Composition & Terms of Reference of Audit Committee of Tarai Foods Limited:

Sr. No.	DIN Number	Name of Committee members	Category 1 of directors	Category of directors
1	00053879	Kiran Sandhu	Non-Executive - Non Independent Director	Member
2	07187329	Lilanshu Arora	Non-Executive - Non Independent Director	Chairperson
3	03614401	Mandeep Grewal	Non-Executive - Non Independent Director	Member
4	09360435	Satish Kumar	Non-Executive - Non Independent Director	Member
5	01983665	Bhupender Singh Johal	Non-Executive - Non Independent Director	Member

Terms of reference:

Audit Committee shall act in accordance with the terms of reference specified in writing by the Board, which shall include the following:

Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
Examination of the financial statement and the auditors’ report thereon;
Approval or any subsequent modification of transactions of the company with related parties;
Scrutiny of Inter-Corporate Loans and Investment;
Valuation of undertaking or assets of the company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Monitoring the end use of funds raised through public offers and related matters;
Calling comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and Discussing any related issues with the internal and statutory auditors and the management of the company;
Investigation into any matter in relation to the items specified above or referred to it by the Board and for this purpose committee shall have power to obtain professional advice from external source;
Committee shall have access to information contained in the records of the Company;
Discussion with internal auditors of any significant findings and follow up there on;
Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders;

Composition of Board of Tarai Foods Limited:

Sr. No.	DIN Number	Name of Committee members	Category of directors
1	00053527	Gurprit Singh Sandhu	Chairperson & Managing Director
2	00053879	Kiran Sandhu	Non-Executive - Non Independent Director
3	07187329	Lilanshu Arora	Non-Executive - Independent Director
4	03614401	Mandeep Grewal	Non-Executive - Independent Director
5	09360435	Satish Kumar	Non-Executive - Independent Director
6	01983665	Bhupender Singh Johal	Non-Executive - Independent Director

Composition & Terms of reference of Nomination and Remuneration committee of Tarai Foods Limited:

Sr. No.	DIN Number	Name of Committee members	Category 1 of directors	Category of directors
1	00053879	Kiran Sandhu	Non-Executive - Non Independent Director	Member
2	07187329	Lilanshu Arora	Non-Executive - Non Independent Director	Chairperson
3	03614401	Mandeep Grewal	Non-Executive - Non Independent Director	Member
4	09360435	Satish Kumar	Non-Executive - Non Independent Director	Member
5	01983665	Bhupender Singh Johal	Non-Executive - Non Independent Director	Member

Terms of reference:

The Committee Shall:

Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.
Formulation of criteria for evaluation of the Independent Director and to carry out the evaluation of every Director’s performance and to provide the necessary report to the Board for further evaluation.
Devising a policy on Board diversity.
Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
Ensure that level and composition of remuneration is reasonable and sufficient, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
To perform such other functions as may be necessary or appropriate for the performance of its duties.
To develop a succession plan for the Board and to regularly review the plan.

Composition & Terms of reference of Stakeholders and Relationship Committee of Tarai Foods Limited:

Sr. No.	DIN Number	Name of Committee members	Category 1 of directors	Category of directors
1	00053879	Kiran Sandhu	Non-Executive - Non Independent Director	Member
2	07187329	Lilanshu Arora	Non-Executive - Non Independent Director	Chairperson
3	03614401	Mandeep Grewal	Non-Executive - Non Independent Director	Member
4	09360435	Satish Kumar	Non-Executive - Non Independent Director	Member
5	01983665	Bhupender Singh Johal	Non-Executive - Non Independent Director	Member

Terms of reference:

The Committee looks into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notice / Annual Reports, etc.