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Report on Corporate Governance •

137

vii.

To review management letters / letters of internal control weaknesses issued by the statutory auditors;

viii.

To recommend appointment, removal and terms of remuneration of the Chief Internal Auditor;

ix.

To hold discussion with Internal Auditors on any significant findings and follow up there on;

To review internal audit reports relating to internal control weaknesses;

xi.

To review, with the management, performance of statutory and internal auditors and adequacy of internal

control systems;

xii.

To review 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;

xiii.

To review the findings of any internal investigations by the internal auditors in the 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;

xiv.

To review management discussion and analysis of financial condition and results of operations;

xv.

To review statement of significant related party transactions (as defined by the Audit Committee), submitted

by management;

xvi.

Approval or any subsequent modification of transactions of the Company with the related party.

xvii.

To review substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment

of declared dividends) and creditors;

xviii. To develop a policy on the engagement of statutory auditors for non-audit services;

xix.

To ensure the compliance with the statutory auditors’ recommendations;

xx.

To meet internal and statutory auditors without presence of the Company’s executive management periodically;

xxi.

To confirm the engagement of an Independent valuer for the valuation of shares, whenever called for and verify whether

the valuer for valuation has an advisory mandate and had past association with the Company management;

xxii.

To review certificates regarding compliance of legal and regulatory requirements;

xxiii. To review the functioning of the Whistle Blower mechanism;

xxiv. To review, with the management, the statement of uses / application of funds raised through an initial public offering of

the Company, the statement of funds utilised for purposes other than those stated in prospectus and making appropriate

recommendations to the Board to take up steps in this matter;

xxv.

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;

xxvi. Scrutiny of inter-corporate loans and investments; and

xxvii. To carry out any other function as is mentioned in the terms of reference of the Audit Committee and entrusted by

the Board;

xxviii. To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding

100 Crore or 10%of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments

existing as on the date of coming into force of this provision (Effective from April 1, 2019); and

xxix. To review the compliance with the provisions of these SEBI Insider Trading Regulations at least once in a

financial year and shall verify that the systems for internal control are adequate and are operating effective

(Effective from April 1, 2019).

The Audit Committee is further empowered to do the following:

To investigate any activity within terms of reference;

ii.

To seek information from any employee;

iii.

To obtain outside legal professional advice; and

iv.

To secure attendance of outsiders with relevant expertise, if it considers necessary.