107
Notice
Directors’Report
(104-124)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
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 /annual financial statements before
submission to the Board, focusing primarily on:
Overseeing the Company’s financial reporting process and the
disclosure of its financial information, including earnings, press
release, to ensure that the financial statements are correct,
sufficient and credible;
Review Reports on the Management Discussion and Analysis
of financial condition, results of Operations and the Directors’
Responsibility Statement;
Compliance with accounting standards and changes in
accounting policies and practices;
Major accounting entries involving estimates based on exercise
of judgment by Management;
Draft Auditors’ Report, qualifications, if any and significant
adjustments arising out of audit;
Analysis of the effects of alternative GAAP requirements on the
financial statements;
Compliance with listing and other legal requirements concerning
financial statements;
Scrutinise inter corporate loans and investments; and
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 utilised
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, name of Audit Firms
and approving non-audit/consulting services provided by the
statutory auditors’ firms to the Company and its subsidiaries;
evaluating auditors’ performance, qualifications, experience,
independence and pending proceeding relating to professional
misconduct, if any. 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 into matters involving suspected fraud or
irregularity or a failure of internal control systems of a material
nature and report the matter to the Board.
h. Discussingwith 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.
Establish and review the functioning of the Vigil Mechanism
under the Whistle-Blower policy of the Company and review the
functioning of 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.
