Basic HTML Version
Corporate Governance
103
CORPORATE OVERVIEW (1-31)
STATUTORY REPORTS
FINANCIALS (123-204)
AUDIT COMMITTEE
The Audit Committee functions according to its Charter that
defines its composition, authority, responsibility and reporting
functions in accordance with the Act, listing requirements
and US regulations applicable to the Company and is reviewed
from time to time. Whilst, the full Charter is available on the
Company’s website, given below is a gist of the responsibilities
of the Audit Committee:
a.
Reviewing the quarterly financial statements before
submission to the Board, focusing primarily on:
z
Compl iance with accounting standards and
changes in accounting policies and practices;
z
Major accounting entries involving estimates based
on exercise of judgment by Management;
z
Audit qualifications and significant adjustments
arising out of audit;
z
Analysis of the effects of alternative GAAP methods
on the financial statements;
z
Compl iance with l isting and other legal
requirements concerning financial statements;
z
Review Reports on the Management Discussion
and Analysis of f inancial condition, results of
Operations and the Directors’ Responsibi l ity
Statement;
z
Overseeing the Company ’s financial repor ting
process and the disclosure of its f inancial
information, including earnings, press release, to
ensure that the financial statements are correct,
sufficient and credible; and
z
Disclosures made under the CEO and CFO
certification and related party transactions to the
Board and Shareholders.
b.
Reviewing with the management, external auditor and
internal auditor, adequacy of internal control systems and
recommending improvements to the management.
c.
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
utilisation of proceeds of a public or rights issue and
making appropriate recommendations to the Board to
take up steps in this matter.
d.
Recommending the appointment/removal of the
statutory auditor, cost auditor, fixing audit fees and
approving non-audit/consulting services provided by
the statutory auditors’ f irms to the Company and
its subsidiaries; evaluating auditors’ performance,
qualifications and independence. It shall also ensure
that the cost auditors are independent, have arm’s
length relationship and are also not otherwise
disqualified at the time of their appointment or during
their tenure.
e.
Reviewing the adequacy of internal audit function,
coverage and frequency of internal audit, appointment,
removal, performance and terms of remuneration of the
chief internal auditor.
f.
Discussing with the internal auditor and senior
management significant internal audit findings and
follow-up thereon.
g.
Reviewing the findings of any internal investigation by
the internal auditor intomatters involving suspected fraud
or irregularity or a failure of internal control systems of a
material nature and report the matter to the Board.
h.
Discussing with the external auditor before the audit
commences, the nature and scope of audit, as well as
conduct post-audit discussions to ascertain any area
of concern.
i.
Reviewing the Company’s financial and risk management
policies.
j.
Reviewing the functioning of the Whistle-Blower and
the legal compliance mechanism.
k.
Reviewing the financial statements and investments
made by subsidiary companies and subsidiary oversight
relating to areas such as adequacy of the internal
audit structure and function of the subsidiaries, their
status of audit plan and its execution, key internal
audit observations, risk management and the control
environment.
l.
Look into the reasons for any substantial defaults in
payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividend) and creditors, if any.
m.
Reviewing the effectiveness of the system for
monitoring compliance with laws and regulations.
n.
Approving the appointment of CFO after assessing
the qualification, experience and background etc of
the candidate.
FINANCIAL HIGHLIGHTS (32-45)