AUDIT COMMITTEE

Composition :

Mr. Vidhu Bhushan Verma - Chairman

Members:

1. Mr. Mahesh Kumar Kejriwal
2. Ms. Ritu Agarwal
3. Mr. Jitendra Kumar Goyal
4. Mrs. Pooja Kalanouria

SECRETARY

The Company Secretary of the Company shall act as the Secretary of the Audit Committee.

ROLE OF THE COMMITTEE SHALL INTER-ALIA INCLUDE:

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;

Recommend appointment, remuneration and terms of appointment of auditors of the Company; Approval of payment to statutory auditors, including cost auditors, for any other services rendered by them;

Review with the management, the annual financial statements and auditor's report thereon before submission to the Board for its approval, with particular reference to:

• Matters required being included in the Directors’ 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;
• 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;
• Modified opinion(s) in the draft audit report.
• Qualifications in the draft audit report;

Review with the management, the quarterly financial statements before submission to the Board for approval;

Review 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 the 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;

Review and monitor the auditor's independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions with related parties of the Company; Scrutiny of inter-corporate loans and investments;

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

Evaluation of internal financial controls and risk management systems;

• Review with the management, performance of statutory and internal auditors.
• Review with the management adequacy of the internal control systems.

Review 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;

Discussion with internal auditors of any significant findings and follow-up thereon;

Review 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;

Discuss 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;

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;

Review the functioning of the Whistle Blower mechanism / oversee the vigil mechanism;

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

Review the utilization of loans and / or advances from / investment by the holding company in the subsidiary exceeding Rs.100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;

Carrying out any other function as is mentioned in the terms of reference of the audit committee.

MANDATORILY REVIEW THE FOLLOWING:

• 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 chief internal auditor;
• Statement of deviations:
  • Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Securities and .Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations);
  • Annual statement of funds utilized for purpose other than those stated in the offer document / prospectus in terms of Regulation 32(7) of the Listing Regulations;

COMMITTEES OF THE BOARD

Audit Committee Nomination & Remuneration Committe Stakeholders Relationship Committee