175 / 370
AUDIT COMMITTEE
The Audit Committee functions according to its Charter that defines
its composition, authority, responsibility and reporting functions in
accordance with Section 177 of the Act, Regulation 18(3) read with
Part C of Schedule II of the SEBI Listing Regulations 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:
i.
Reviewing with the management, 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 as well as reasons
thereof;
Major accounting entries involving estimates based on
exercise of judgment by Management;
Draft Audit Report, qualifications, if any and significant
adjustments arising out of audit;
Analysis of the effects of alternative GAAP methods 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.
ii.
Reviewing with the management, external auditor and
internal auditor, adequacy of internal control systems and
recommending improvements to the management.
iii.
Review Management letters/Letters of internal control
weakness issued by the statutory auditors.
iv.
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 themonitoring
agency monitoring the utilisation of proceeds of a public or
rights issue, statement of deviations both quarterly and annual,
if any, and making appropriate recommendations to the Board
to take up steps in this matter.
v.
Recommending the appointment/removal of the statutory
auditor, cost auditor, fixing audit fees, name of Audit firm
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 proceedings 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.
vi.
Reviewing the adequacy of internal audit function, including
the structure of the internal audit department, staffing and
seniority of the chief internal auditor, coverage and frequency
of internal audit, appointment, removal, performance and
terms of remuneration of the chief internal auditor.
vii.
Discussing with the internal auditor and senior management,
significant internal audit findings and follow-up thereon.
viii.
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.
ix.
Discussing with the statutory auditor before the audit
commences, the nature and scope of audit, as well as conduct
post-audit discussions to ascertain any area of concern.
x.
Reviewing the Company’s financial controls and risk
management systems.
xi.
Establish and review the functioning of the Vigil Mechanism
under the Whistle-Blower policy of the Company.
xii.
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.
xiii.
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.
xiv.
Reviewing the effectiveness of the system for monitoring
compliance with laws and regulations.
Notice
Board’s Report
Management Discussion & Analysis
Corporate Governance Report
Business Responsibility Report
173