Statutory Reports
Corporate Overview
69th Annual Report 2013-14
108
Financial Statements
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.
o. Engage a registered valuer in case valuations are required in
respect of any property, stocks, shares, debentures, securities,
goodwill, assets, liabilities or net worth of the Company.
p. Reviewand suitably reply to the report(s) forwardedby the auditors
on the matters where auditors have sufficient reason to believe
that an offence involving fraud, is being or has been committed
against the Company by officers or employees of the Company.
q. Review the system of storage, retrieval, display or printout of
books of accounts maintained in electronic mode during the
required period under law.
r. Approve all or any subsequent modification of transactions with
related parties.
During the year, the Committee reviewed key audit findings
covering operational, financial and compliance areas. Management
personnel presented their risk mitigation plan to the Committee.
It also reviewed the internal control system in subsidiary
companies, status on compliance of its obligations under the
Charter and confirmed that it fulfilled its duties and responsibilities.
The Committee, through self-assessment, annually evaluates
its performance. The Chairman of the Audit Committee briefs
the Board members about the significant discussions at Audit
Committee meetings.
During the year under review, the Committee comprised of four
Independent Directors, all of whom are financially literate and have
relevant finance and/or audit exposure. Mr S M Palia, who was the
Financial Expert, stepped down as Director with effect from April
25, 2013. Mr Munjee has been appointed as the Financial Expert in
his place. The quorum of the Committee is two members or one-
third of its members, whichever is higher. The Chairman of the Audit
Committee also attended the last Annual General Meeting of the
Company. During the period under review, ten Audit Committee
meetings were held on April 3, 2013, May 27, 2013, July 9, 2013,
August 6, 2013, September 16, 2013, October 8, 2013, November
7, 2013, January 16/17, 2014, February 8, 2014 and March 25, 2014.
Each Audit Committee meeting which considers financial results
is preceded by a meeting which is attended only by the Audit
Committee members and the Auditors.
The composition of the Audit Committee and attendance at its
meetings is as follows:
Composition
Meetings attended
N Munjee (Chairman)
10
S M Palia
(1)
1
R A Mashelkar
8
V K Jairath
10
Falguni Nayar
(2)
8
(1) Ceased to be member w.e.f. April 25, 2013
(2) Appointed as member w.e.f. May 29, 2013
The Committee meetings are held at the Company’s Corporate
Headquarters or at its plant locations and are attended by
Managing Director, Executive Directors, Chief Financial Officer,
Chief Internal Auditor, Statutory Auditors and Cost Auditors. The
Business and Operation Heads are invited to the meetings, as and
when required. The Company Secretary acts as the Secretary of the
Audit Committee. The Chief Internal Auditor reports to the Audit
Committee to ensure independence of the Internal Audit function.
The Committee relies on the expertise and knowledge of
the management, the internal auditors and the independent
Statutory Auditor in carrying out its oversight responsibilities.
It also uses external expertise, if required. The management is
responsible for the preparation, presentation and integrity of
the Company’s financial statements including consolidated
statements, accounting and financial reporting principles. The
management is also responsible for internal control over financial
reporting and all procedures are designed to ensure compliance
with accounting standards, applicable laws and regulations
as well as for objectively reviewing and evaluating the
adequacy, effectiveness and quality of the Company’s system of
internal control.
