Persistent Systems

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• Annual Report 2018-19

Shaping the future of software driven business

The Audit Committee ensures prudent financial and accounting practices, fiscal discipline and transparency in financial

reporting. In terms of one of its important terms of reference, the quarterly financial statements are reviewed by the Audit

Committee and recommended to the Board for its adoption.

All the members of the Committee are financially literate whereas the Chairman of the Committee is a financial

management expert.

Table 6 gives the composition of the Audit Committee of the Board of Directors as on March 31, 2019:

Table 6: Composition of the Audit Committee

Name of the Director

Category

Mr. Kiran Umrootkar

Chairman of the Committee and Independent Director

Mr. Pradeep Bhargava

Independent Director

Mr. Sanjay Bhattacharyya

Independent Director

Mr. Prakash Telang

Independent Director

The Committee was reconstituted during the financial year 2018-19 by inducting Mr. Prakash Telang, Independent Director in

place of Mr. Sunil Sapre, Executive Director and Chief Financial Officer.

In addition to the Audit Committee members, Statutory Auditors, Chief Financial Officer, Chief Planning Officer, Head – Internal

Audit, Chief People Officer, Chief Admin Officer, Business Unit Heads and other executives are invited to the Audit Committee

Meetings, on need basis. The Company Secretary of the Company is the Secretary of the Committee.

Necessary information such as Management Discussion and Analysis of financial performance and results of operations,

statement of significant related party transactions submitted by the management, management letters / letters of internal

control weaknesses issued by the statutory auditors, internal audit reports relating to internal control weaknesses and the

terms relating to internal auditors in terms of Regulation 18 of Listing Regulations are reviewed by the Audit Committee.

The Committee considers all the material Related Party Transactions of the Company for its approval. The Committee meets

the Statutory Auditors without the executive management in every quarter.

The Committee has the following powers and responsibilities including but not limited to:

To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the

financial statements are correct, sufficient and credible;

ii.

To review, with the management, annual financial statements and auditor’s report before submission to the Board for

approval, with particular reference to -

a) Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in

terms of Clause (5) of Section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgement by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with the listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions;

g) Qualifications in the draft audit report.

iii.

To review, with the management, the quarterly financial statements and auditor’s report before submission to the Board

for approval;

iv.

To recommend to the Board, the appointment, re-appointment and if required, the replacement or removal of the

statutory auditor and fixation of audit fees;

To grant approval of payment to statutory auditors for any other services rendered by the statutory auditors;

vi.

To hold discussion with the 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;