P E Analytics : Charter of Stakeholders Relationship Committee

STAKEHOLDERS RELATIONSHIP COMMITTEE CHARTER

OF

P. E. ANALYTICS LIMITED

The Stakeholders Relationship Committee ("the Committee") was constituted in terms of mandatory requirement of section 178 of the Companies Act, 2013 ("the Act") and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("SEBI Listing Regulations").

The key role of the Committee is to assist the Board of Directors ("the Board") and the Company to oversee the various aspects of interest of stakeholders of the Company including investors, debenture holders, deposit holders or other security holders.

The primary objective of the Committee is to consider and resolve the concerns and complaints relating to transfer/transmission of shares, non-receipt of declared dividends, non-receipt of annual reports, non-receipt of interest etc.

CONSTIUTTION, MEMBERSHIP AND COMPOSITION

The Committee shall have minimum three directors including one Independent Director as members.

• Chairman - The Chairman of the Committee shall be a non-executive director. In case the Chairman is not available to attend the meeting, the members present may elect one among them to be the Chairman of the meeting. The Chairman of the Committee shall be present at the Annual General Meeting of the Company to answer queries of the security holders.
• Membership - The members of the Committee shall be appointed by the Board on the recommendation of the Nomination and Remuneration Committee.
• Invitees - In addition to the members as mentioned above, any other director/person may be invited for bringing special knowledge etc. into the discussion. Invitee directors do not have any voting rights and may be entitled to sitting fees, if any, as mutually agreed by the members of the Board.
• Secretary - The Company Secretary of the Company acts as Secretary to the Committee. 1

PROCEDURE AND QUORUM:

• Time and frequency of meetings - The Committee shall meet from time to time or at least once in a year. Members who are not physically present may attend through video/ tele-conference.
• Quorum for meetings - Two members present or one third of the total, whichever is higher, including those who attend via video conference shall form the quorum for the meeting.
  The participation of the directors by video conferencing or by other audio-visual means shall also be counted for the purposes of quorum. However, members attending meeting through teleconference are to be excluded for the purpose of Quorum.
• Onward Reporting - The draft Minutes of each meeting of the Committee shall be circulated within the statutory time period as stated in the Secretarial Standards as issued by the Institute of Company Secretaries of India read along with the Companies Act, 2013 or any other applicable law, rules or regulations as applicable from time to time.
• A copy of the signed minutes, certified by the Company Secretary, shall be circulated within the timelines as stated under the Secretarial Standards, to all the Members as on the date of the Meeting and appointed thereafter, except to those Members who have waived their right to receive the same either in writing or such waiver is recorded in the Minutes.

ROLES AND RESPONSIBILITIES

The roles and responsibilities of the committee shall inter-alia include the following:

1. To consider and ensure resolution of the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual reports, non-receipt of dividends, issue of new/duplicate share certificates, general meetings etc.;
2. To monitor and review any investor grievances received by the Company through SEBI, NSE or SCORES and ensure its timely and speedy resolution, in consultation with the Company Secretary & Compliance officer and Registrar and Share Transfer Agent of the Company.
3. To consider and review the adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent ('RTA');
4. To consider and review the measures taken for effective exercise of voting rights by 2

shareholders;

5. To consider and review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed / unpaid dividends and ensuring timely receipt of

dividend warrants / annual reports / statutory notices by the shareholders of the Company;

1. To review compliance relating to all securities including dividend payments, transfer of unclaimed amounts or shares to the Investor Education and Protection Fund;
2. To undertake self-evaluation of its own functioning and identification of areas for improvement towards better governance;
3. To perform such other functions or duties as may be required under the relevant provisions of SEBI Listing Regulations and the Act read with rules made thereunder and as may be specifically delegated to the Committee by the Board from time to time;

AUTHORITY

1. To delegate its roles and responsibility jointly/severally to the Managing Director, Whole-time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary, Compliance Officer or any other Executive effective discharge of its functions.
2. To investigate any activity within its terms of reference;
3. To seek information from any employee/management of the company;
4. At its sole discretion, may seek advice from external experts /advisors / consultants/ legal counsel, where judged necessary, to discharge its duties and responsibilities.

REVIEW OF CHARTER

The adequacy of this charter shall be reviewed from time to time by the Committee and appropriate recommendations shall be made to the Board to update the same based on the changes that may be brought due to the regulatory amendments or otherwise.

In case of any ambiguity or need for clarification, the Company should refer applicable Secretarial Standards, provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Articles of Association of the Company and any other applicable laws. Further, in case there prevails any inconsistency between the provisions of this charter and the law, the law shall prevail.

3