AUDIT COMMITTEE CHARTER An Audit Cmmittee is a key element in the Crprate Gvernance prcess f any rganizatin and acts as a link amng the Management, the Statutry Auditrs, Internal Auditrs and the Bard f Directrs t versee the financial reprting prcess f the Cmpany. The primary purpse f an Audit Cmmittee is t prvide versight f the financial reprting prcess, the audit prcess, the system f internal cntrls and cmpliance with laws and regulatins. An Audit Cmmittee Charter sets frth the general purpse, authrity, cmpsitin and respnsibilities f the cmmittee. Objectives:- The rle f Audit Cmmittee is t verview functin n crprate gvernance; which hlds the Management accuntable t the Bard and the Bard, in turn, accuntable t the sharehlders. The primary rle f the Audit Cmmittee is that f assisting the Bard f Directrs in verseeing the:- - Integrity f the Cmpany s financial statements; - Cmpliance with legal and regulatry requirements and the Cde f Cnduct; - Qualificatin and independence f the statutry auditrs; - Perfrmance f the Cmpany s statutry auditrs and the Internal Audit functin; and - Adequacy and reliability f the internal cntrl system. Cmpsitin:- The Audit Cmmittee shall cmprise f at least three directrs as members f the Cmmittee and majrity shall be independent (at least 2/3 rd f the members f audit cmmittee shall be independent directrs) All members f audit cmmittee shall be financially literate and at least ne member shall have accunting r related financial management expertise. Explanatin: The term financially literate means the ability t read and understand basic financial statements i.e. balance sheet, prfit and lss accunt, and statement f cash flws. A member will be cnsidered t have accunting r related financial management expertise if he r she pssesses experience in finance r accunting, r requisite prfessinal certificatin in accunting, r any ther cmparable experience r backgrund which results in the individual s financial sphisticatin, including being r having been a chief executive fficer, chief financial fficer r ther senir fficer with financial versight respnsibilities. The members f the Audit Cmmittee shall elect a chairman frm amngst themselves, wh shall be an independent. Secretary:- The Cmpany Secretary shall act as the Secretary t the Cmmittee Meetings. Qurum:- The qurum necessary fr transacting business at a meeting f the Cmmittee shall be tw members r ne-third f the members f the Audit Cmmittee; whichever is greater. A duly cnvened meeting
f the Cmmittee at which the requisite qurum is present shall be cmpetent t exercise all r any f the authrities, pwers and discretins vested in r exercisable by the Cmmittee. Meetings The Cmmittee shall meet at least 4 times in a year and nt mre than 4 mnths shall elapse between tw successive meetings. The Cmmittee shall meet peridically with management, the internal auditr and the statutry auditr as deemed fit by it. The Auditrs and the Chief Financial Officer shall attend and participate at meetings f the Cmmittee. The Cmmittee may invite such f the executives, as it cnsiders apprpriate, t be present at the meetings. The right t vte shall vest nly in the members f the Cmmittee. The Cmmittee shall meet with the representatives f the Cmpany s majr subsidiaries regarding their systems f internal cntrl, results f audits and integrity f financial reprting. Annual General Meeting:- The Chairman f the Cmmittee shall attend the Annual General Meeting t answer sharehlder queries and prvide any clarificatins n matters relating t audit. Pwer:- The Cmmittee shall act and have pwers in accrdance with the terms f reference specified in writing, by the Bard, which shall include the fllwing: - T investigate any activity within the scpe f this Charter r referred t it by the Bard and fr this purpse, shall have full access t infrmatin cntained in the bks f accunts and the Cmpany s facilities and persnnel. - T seek infrmatin frm and have direct access t any emplyee, key managerial persnnel r directr f the Cmpany, t perfrm its duties effectively. - T secure assistance and attendance f utsiders with relevant knwledge/expertise in accunting, legal r ther matters, if it cnsiders necessary. - T engage independent cunsel and ther advisrs as it deems apprpriate t perfrm its duties and respnsibilities. - T engage a registered valuer taking int cnsideratin such qualificatin and experience as may be cnsidered apprpriate in case f valuatins required in respect f any prperty, stcks, shares, debentures, securities, gdwill, assets, liabilities r net wrth f a cmpany. - T determine the prvisin f apprpriate funding by the Cmpany fr cmpensatin t the external auditrs, ther advisrs/experts that the Cmmittee chses t engage and ther rdinary administrative expenses f the Cmmittee. Rle & Respnsibilities:- The rle and respnsibilities f the Audit Cmmittee shall include the fllwing: Financial Statements Oversight f the Cmpany s financial reprting prcess and disclsure f its financial infrmatin t ensure that the financial statements are crrect, sufficient and credible.
Discuss and review, with the management and auditrs, the annual / quarterly financial statements befre submissin t the Bard, with particular reference t: Matters required t be included in the Directrs Respnsibility Statement t be included in the Bard s reprt in terms f sub-sectin (2) f sectin 164 f the Cmpanies Act, 2013; Disclsure under Management Discussin and Analysis f Financial Cnditin and Results f Operatins ; Any changes in accunting plicies and practices and reasns fr the same; Majr accunting entries invlving estimates based n exercise f judgment by management; Analysis f the effects f alternative GAAP methds n the financial statements; Draft audit reprt and qualificatins, if any, therein; Significant adjustments made in the financial statements arising ut f audit findings; Cmpliance with listing and ther legal requirements relating t financial statements; Disclsure f any related party transactin; Disclsure f cntingent liabilities; The effect f regulatry and accunting initiatives as well as ff-balance-sheet structures, n the financial statements; Cmpany s earnings press releases, as well as financial infrmatin and earnings guidance, if any, prvided t analysts and rating agencies; Review the statement fr uses/applicatins f funds by majr categry n a quarterly basis, with the financial results and annually the statement f funds utilized fr purpses ther than as mentined in the ffer dcument / prspectus / ntice. Such review shall be cnducted till the full mney raised thrugh the issue has been fully spent. Scrutinize inter crprate lans and investments. Other relevant reprts n financial infrmatin submitted by the Cmpany t any gvernmental bdy r the public. T apprve appintment f CFO (i.e., the whle-time Finance Directr r any ther persn heading the finance functin r discharging that functin) after assessing the qualificatins, experience & backgrund, etc. f the candidate. Statutry Audit Recmmend t the Bard, the appintment, re-appintment, remval f the statutry auditrs, fixatin f audit fee and als apprval fr payment fr any ther services rendered by the Statutry Auditrs. While cnsidering such appintment, the Cmmittee shall cnsider:
whether the qualificatins and experience f the auditrs is cmmensurate with the size and requirements f the Cmpany; any rder r pending prceeding relating t prfessinal matters f cnduct against the prpsed auditr befre the Institute f Chartered Accuntants f India r any cmpetent authrity r any Curt. The Cmmittee may call fr ther infrmatin frm the prpsed Auditrs as it may deem fit. Evaluate auditrs perfrmance, qualificatin and independence; Discuss with Statutry Auditrs regarding critical accunting plicies and practices and treatments f financial infrmatin within GAAP. Discuss with Statutry Auditrs in respect f the nature and scpe f audit as well as audit discussin and review t ascertain any area f cncern. Review with Statutry Auditr, any audit prblems r difficulties and management s respnse. Reslve any disagreements f the Statutry Auditr with the management regarding financial reprting. Review and suitably reply t the reprt(s) frwarded by the auditrs n the matters where the auditrs have sufficient reasns t believe that an ffence invlving fraud, is being r has been cmmitted against the cmpany by fficers r emplyees f the cmpany. Such reply shuld be frwarded within prescribed perid. Cst Audit Recmmend t the Bard, the appintment, re-appintment, remval f the cst auditrs, fixatin f audit fee, nature and scpe f cst audit and als apprve rendering f any ther services by the cst auditrs and fees pertaining theret. It shall ensure that the Cst Auditrs are independent, have arm s length relatinship and are als nt therwise disqualified at the time f their appintment r during their tenure. In rder that arm s length relatinship is in fact ensured, the Cst Auditrs, appinted under sub-sectin (3) f Sectin 148 f the Cmpanies Act, 2013, shall nt prvide any ther services t the Cmpany relating t (i) design and implementatin f cst accunting system; r (ii) the maintenance f cst accunting recrds, r (iii) act as internal auditr, whether acting individually, r thrugh the same firm r thrugh ther grup firms where he r any partner has any cmmn interest. Review and recmmend the Cst Audit Reprt t the Bard. Internal Audit Review n a regular basis the adequacy f internal audit functin, including the internal audit charter, the structure f the internal audit department, apprval f the audit plan and its executin, staffing and senirity f the fficial heading the department, reprting structure, budget, cverage and frequency f internal audit; Review the appintment, remval, perfrmance and terms f remuneratin f the Chief Internal Auditr.
Review the regular internal reprts t management prepared by the internal audit department, as well as management s respnse theret. Review the findings f any internal investigatins by the internal auditrs int matters where there is suspected fraud r irregularity r a failure f internal cntrl systems f a material nature and reprting the matter t the Bard. Discuss with internal auditrs any significant findings and fllw-up theren. Review Internal Audit Reprts relating t the internal cntrl weaknesses. Internal Cntrl Review with the management, external and internal auditrs, the scpe f internal audit, adequacy f internal cntrl systems and ensure adherence theret and any ther related issues; Review Management letters / letters f internal cntrl weaknesses issued by statutry / internal auditrs; Review management s reprt n internal cntrl and external auditr s attestatin/bservatins n management s assertin; Evaluatin f Internal Financial Cntrls. Whistle blwing/vigil mechanism: The Cmmittee shall review the Cmpany s arrangements fr its directrs and emplyees t raise cncerns, in cnfidence, abut pssible wrng ding in financial reprting, accunting, auditing r ther related matters. The mechanism shall prvide adequate safeguards against victimizatin f persns wh use such mechanism and make prvisin fr direct access t the Chairman f the Audit Cmmittee in apprpriate r exceptinal cases. The Cmmittee shall ensure that these arrangements allw independent investigatin f such matters and apprpriate fllw up actin. In case f any cnflict f interest, the Cmmittee Members wuld disassciate frm such investigatin. Insider Trading T apprve plicies in relatin t the implementatin f the Cde f Cnduct fr Preventin f Insider Trading and Cde f Crprate Disclsure Practices ( Cde ) and t supervise implementatin f the Cde. T nte and take n recrd the status reprts, detailing the dealings by Designated Persns in Securities f the Cmpany, as submitted by the Cmpliance Officer n a quarterly basis. T prvide directins n any penal actin t be initiated, in case f any vilatin f the SEBI (Prhibitin f Insider Trading) Regulatins r the Cde, by any persn. Cmpliance with regulatry requirements and plicies:- Review the effectiveness f the system fr mnitring cmpliance with laws and regulatins and the results f management's investigatin and fllw-up (including disciplinary actin) f any instances f nn-cmpliance. Review the findings f any examinatins by regulatry agencies, and any auditr bservatins.
Review the prcess f cmmunicating the Cde f Cnduct t emplyees and the mechanism fr its adherence. Review the reprt f the Mnitring Agency appinted by the Cmpany, t mnitr the utilizatin f prceeds f such public / rights issue and make apprpriate recmmendatins t the Bard. Obtain regular updates frm management and cmpany legal cunsel regarding cmpliance matters. Review the valuatin f undertakings r assets f the Cmpany, wherever it is necessary. Review the system f strage and retrieval, display r printut f bks f accunts maintained in electrnic mde during the required perid under law. Risk Management Evaluate Risk Management System. Discuss with the management, the Cmpany s plicies with respect t risk assessment and risk management, including apprpriate guidelines t gvern the prcess, as well as the Cmpany s majr financial risk expsures including plicy fr freign exchange and derivative transactins and the steps management has undertaken t cntrl them. Related party transactins Review the statement f significant related party transactins submitted by the management, including the significant criteria/threshlds decided by the management; The fllwing details shall be placed peridically befre the Audit Cmmittee t versee the ptential cnflict f interest situatin: A statement in summary frm f transactins with related parties in the rdinary curse f business; Details f material individual transactins with related parties which are nt in the nrmal curse f business; Details f material individual transactins with related parties r thers, which are nt n arm s length basis, tgether with Management s justificatin fr the same. Apprval f all r any subsequent mdificatin f transactins with related parties. Subsidiary cmpany versight Review the financial statements, in particular, the investments made by the unlisted subsidiary cmpanies; The appintment, cmpensatin, versight f the auditr s wrk, etc., fr each subsidiary cmpany needs t be cvered by the Audit Cmmittee f the Cmpany as well as the Audit Cmmittees f the respective subsidiaries. Hence, a wrking prcedure has been evlved, which facilitates such a dual versight/cmpliance; The fllwing functins fr each subsidiary cmpany will be perfrmed / reviewed by the Audit Cmmittee f the respective subsidiary cmpany and that f the Cmpany:
a) In regard t Statutry Audit: (i). Appintment f the auditrs (ii). Fixatin f remuneratin f the auditrs (iii). Pre-apprval f all services (iv). Cmpliance regarding prhibited service, as defined in the said Plicy (v). Review / versight f the wrk dne by the auditrs. b) In regard t Internal Audit: (i). Review the adequacy f structure and functin f the Internal Audit, status f audit plan and its executin. (ii). Review key Internal Audit bservatins alng with management respnse theret. (iii). Review the status n cmpliance with the Tata Cde f Cnduct (cncern reslutin mechanism), risk management and the cntrl envirnment. Reprting:- The Audit Cmmittee will Reprt and update the Bard, peridically, n varius matters that it has cnsidered as well as n the independence f the Auditrs. The Annual Reprt f the Cmpany shall disclse the cmpsitin f the Audit Cmmittee, brief descriptin f the scpe f the Audit Cmmittee Charter, names f members, Chairpersn, meetings and attendance. The recmmendatins f the Audit Cmmittee n any matter relating t financial management including the audit reprt, shall be binding n the Bard. If the Bard des nt accept the recmmendatins f the Audit Cmmittee, it shall recrd the reasns theref and cmmunicate such reasns t the sharehlders. Reprting regularly t the Bard with respect t: The quality r integrity f the Cmpany s financial statements; The Cmpany s cmpliance with legal r regulatry requirements; The perfrmance f the external auditr as well as the Internal Audit Functin; and The findings f any internal investigatins by the internal auditrs int matters where there is suspected fraud r irregularity r a failure f internal cntrl systems f a material nature. Other Functins:- Perfrm ther activities related t this Charter as requested by the Bard f Directrs. Carry ut additinal functins as is cntained in the listing agreement r ther regulatry requirements applicable t the Cmpany r in the terms f reference f the Audit Cmmittee. Institute and versee special investigatins as needed. Reprts:- The Audit Cmmittee will recrd its summaries f recmmendatins t the Bard which will be incrprated as a part f the minutes f the Bard f Directrs meeting. Evaluatin:- Cnduct an annual perfrmance evaluatin relative t the Audit Cmmittee s purpse, duties, respnsibilities and effectiveness and recmmend any changes it cnsiders necessary fr the apprval f the Bard f Directrs.
The Audit Cmmittee may cnduct such evaluatin and reviews in such manner as it deems apprpriate. Review f Audit Cmmittee Charter:- The adequacy f this charter shall be reviewed and reassessed by the Audit Cmmittee, at least, annually and apprpriate recmmendatins shall be made t the Bard t update the same based n the changes that may be brught abut t the regulatry framewrk, frm time t time.