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Terms of Reference of the Committees

AUDIT COMMITTEE

COMPOSITION

Mr. Anil Gupta Chairman, Managing Director

Mr. Devidas Kambale Member, Independent Director

Ms. Neeta Jain Member, Independent Director

TERMS OF REFERENCE

The Audit Committee shall be responsible for, among other things, as may be required by the Companies Act, 2013 and any other law/regulations, as may be applicable, from time to time, the following:

1. 1. To investigate any activity within its terms of reference.
2. 2. To seek information from any employee.
3. 3. To obtain outside legal or other professional advice.
4. 4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1. 1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
2. 2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. 4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
   1. a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
   2. b. Changes, if any, in accounting policies and practices and reasons for the same;
   3. c. Major accounting entries involving estimates based on the exercise of judgment by management;
   4. d. Significant adjustments made in the financial statements arising out of audit findings;
   5. e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and g. Modified opinion(s)in the draft audit report.
5. 5. 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;
6. 6. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
7. 7. Approval of any subsequent modification of transactions of the company with related parties;
8. 8. Scrutiny of inter-corporate loans and investments;
9. 9. Valuation of undertakings or assets of the company, wherever it is necessary;
10. 10. Evaluation of internal financial controls and risk management systems;
11. 11. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
12. 12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
13. 13. Discussion with internal auditors of any significant findings and follow up there on;
14. 14. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
15. 15. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
16. 16. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
17. 17. Reviewing the functioning of the Whistle Blower mechanism;
18. 18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
19. 19. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
20. 20. The Audit Committee shall mandatorily review the following information:
    • • Management discussion and analysis of financial condition and results of operations;
    • • Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
    • • Management letters / letters of internal control weaknesses issued by the statutory auditors;
    • • Internal audit reports relating to internal control weaknesses;
    • • Appointment, removal and terms of remuneration of the internal auditor.
    • • Statement of Deviations:
    1. (i) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms Companies Act, 2013.
    2. (ii) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Companies Act, 2013.
21. 21. The audit committee shall lay down the criteria for granting the omnibus approval in line with the policy on related party transactions of the listed entity and such approval shall be applicable in respect of transactions which are repetitive in nature;
    1. a. The audit committee shall satisfy itself regarding the need for such omnibus approval;
22. 22. The audit committee shall Perform such other activities as may be delegated by the Board and/or specified/provided under the applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and other applicable laws, as amended from time to time or any or regulations for time being in force.