terms of reference of the Audit Committee are in accordance
with all the items listed in clause 49(II) of the Listing
Companies Act 2013 as follows:
Chair and members of the Committee shall be appointed by the
Committee shall comprise of the non-executive directors of
will be Independent directors of the Company.
Chair shall be the Chairman of the Board.
OF AUDIT COMMITTEE
audit committee shall have powers, which should include the
To investigate any activity within its terms of reference.
To seek information from any employee.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if
it considers necessary
OF AUDIT COMMITTEE
role of the audit committee shall include the following:
Oversight of the company’s financial reporting process and
the disclosure of its financial information to ensure that
financial statement is correct, sufficient and credible.
Recommending to the Board, the appointment, re-appointment and,
if required, the replacement or removal of the
auditor and the fixation of audit fees.
Approval of payment to statutory auditors for any other
services rendered by the statutory auditor.
Reviewing, with the management, the annual financial statements
before submission to the board for approval, with particular
Matters required to be included in the Director’s
Responsibility Statement to be included in the Board’s report
of clause (2AA) of section 217 of the Companies
Changes, if any, in accounting policies and practices and
reasons for the same
) Major accounting entries involving estimates based on the
exercise of judgment by management
) Significant adjustments made in the financial statements
arising out of audit findings
Compliance with listing and other legal requirements relating
to financial statements
) Disclosure of any related party transactions
Qualifications in the draft audit report.
Reviewing, with the management, the quarterly financial
statements before submission to the board for approval.
Reviewing, with the management, performance of statutory and
internal auditors, and adequacy of the internal control
Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department,
staffing and seniority
the official heading the department, reporting structure
coverage and frequency of internal audit.
Discussion with internal auditors any significant findings and
follow up there on.
Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud
a failure of internal control systems of a material nature and
reporting the matter to the board.
Discussion with statutory auditors before the audit commences,
about the nature and scope of audit as well as post-audit
any area of concern.
To review the functioning of the Whistle Blower mechanism.
Approval of appointment of CFO (i.e., the whole-time Finance
Director or any other person heading the finance function or
function after assessing the qualifications, experience &
background, etc. of the candidate if any.
Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee.