Audit Committee

(i) Composition of Audit Committee

The Audit Committee comprises of the following members as on March 31, 2020

The Committee’s composition meets with requirements of Section 177 of the Act and Listing Regulations. All members of the Audit Committee are financially literate and Shri Dileep Choksi and Shri Sanjay Asher possesses financial / accounting expertise.

The Statutory Auditors, Internal Auditors and other relevant Senior Management persons are invited to attend the meetings of Audit Committee.

Shri Sudhin Choksey, then Chairman of the Audit Committee, was present at the previous Annual General Meeting held on June 28, 2019.

The Company Secretary acts as a Secretary to the Committee.

(ii) Brief Description of Terms of Reference of the Audit Committee

In accordance with the provisions of the Act and the Listing Regulations, the terms of reference for the Audit Committee of Directors are as under:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

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:

   • 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 Act;

   • 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; and

   • Modified opinion(s) in the draft Audit Report

5. Reviewing, with the management, the quarterly Financial Statements before submission to the Board for approval;

6. 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring the Auditor’s independence and performance, and effectiveness of Audit process;

8. Approval or any subsequent modification of transactions of the Company with Related Parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of Internal Financial Controls and Risk Management Systems;

12. Reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the Internal Control Systems;

13. 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;

14. Discussion with Internal Auditors of any significant findings and follow up there on;

15. 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;

16. 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;

17. To look into the reasons for substantial defaults in the payment to the Depositors, Debenture holders, Shareholders (in case of non-payment of declared Dividends) and Creditors;

18. To review the functioning of the Whistle Blower Mechanism;

19. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

22. Such other terms as may be prescribed under the Act or the Listing Regulations.

(iii) Meetings of Audit Committee and Attendance thereat

Six (6) meetings of the Audit Committee were held during the Financial Year 2019-20 on May 2, 2019, August 2, 2019, September 9, 2019, October 24, 2019, February 3, 2020 and March 4, 2020

The attendance at the Audit Committee meetings held during Financial Year 2019-20 was as under: