Objective

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee's purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company's financial statements, the appointment, independence, performance and remuneration of the statutory auditors including the Cost auditors, the performance of internal auditors and the Company's risk management policies.

A. Powers of the Committee:

• To investigate any activity within its terms of reference.
• To seek information from any employee.
• To obtain outside legal or other professional advice.
• To secure attendance of outsiders with relevant expertise, if it considers necessary.

B. Terms of Reference of the Committee:

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, including cost 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:

• a) matters required to be 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;
• 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 listing and other legal requirements relating to financial statements;
• f) disclosure of any related party transactions;
• g) modified opinion(s) 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 utilised for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation 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;

• a) Review with the management, performance of statutory and internal auditors.
• b) 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;

Discuss 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;

Mandatorily review the following:

• a) Management Discussion and Analysis of financial condition and results of operations;
• b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
• c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
• d) Internal audit reports relating to internal control weaknesses;
• e) Appointment, removal and terms of remuneration of the chief internal auditor
• f) Statement of deviations:
  • (a) 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);
  • (b) annual statement of funds utilised for purpose other than those stated in the offer document / prospectus in terms of Regulation 32(7) of the Listing Regulations;

Review financial statements, in particular the investments made by the Company’s unlisted subsidiaries;

Note report of compliance officer as per SEBI (Prohibition of Insider Trading) Regulations, 2015;

Formulate the scope, functioning, periodicity of and methodology for conducting the internal audit;

Review show cause, demand, prosecution notices and penalty notices, which are materially important;

Review any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company;

Review any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that may have negative implications on the Company;

Details of any joint venture or collaboration agreement;

Sale of investments, subsidiaries, assets which are material in nature and not in normal course of business;

Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material;

Review the utilisation 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;

Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.

Terms of Reference

• Review the Company’s financial policies, risk assessment and minimisation procedures, strategies and capital structure, working capital and cash flow management, and make such reports and recommendations to the Board with respect thereto, as it may deem advisable;
• Review banking arrangements and cash management;
• Exercise all powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board, and take necessary actions connected therewith, including refinancing for optimisation of borrowing costs;
• Give guarantees / issue letters of comfort / providing securities within the limits approved by the Board;
• Borrow money by way of loan and / or issue and allot bonds / notes denominated in one or more foreign currencies in international markets for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes, including working capital requirements and possible strategic investments within the limits approved by the Board;
• Provide corporate guarantee / performance guarantee by the Company within the limits approved by the Board;
• Approve opening and operation of Investment Management Accounts with foreign banks and appoint them as agents, establishment of representative / sales offices in or outside India;
• Carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable;
• Other transactions or financial issues that the Board may desire to have them reviewed by the Finance Committee such as:
  • - Forex Derivative Transactions
  • - OTC Trades
  • - Note outstanding borrowings, inter corporate investments, loans and guarantees
  • - Note status report and hedging activities on commodity and forex products
• Delegate authorities from time to time to the executives / authorised persons to implement the Committee’s decisions;
• Carry out any other function as is mandated by the Board from time to time.

Terms of Reference

• Recommend and assist the Board in setting up and improving the ESG goals, targets and ambitions for the Group aligned with NGRBC, UN-SDGs and other national & international standards and practices;
• Review existing code of conduct, ESG related policies, business strategies, systems and practices of the Group and recommend changes/modifications therein to align with ESG goals, targets and ambitions;
• Review and identify existing and emerging material ESG issues, their impacts on business and other stakeholders, risk and opportunities associated with it and recommend actions / approaches to adapt or mitigate or seize such ESG risks and opportunities;
• Review progress towards meeting the Group’s ambitions regarding its Net Carbon Footprint, Climate Change, Circular Economy, the Energy Transition and inclusive growth;
• Oversee and monitor the overall performance of the Group towards its ESG goals, targets and ambitions and submit a periodical / half yearly report to Board;
• Undertake periodical consultation and engagements with stakeholders on ESG topics and submit an annual report to the Board;
• Recommend policies, processes and procedures for extending the ESG practices of the Group to value chain partners and review the performance of the significant value chain partners against the ESG practices;
• Review regularly and making recommendations about changes to the charter of the Committee;
• Review fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems;
• Review and recommend the Business Responsibility and Sustainability Report (BRSR) to the Board for its approval;
• Advise the Human Resources, Nomination and Remuneration Committee on metrics relating to ESG;
• Advising the Board to enable it to discharge its responsibilities, having regard to the law and the expected international standards of sustainability and stakeholder governance;
• Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.

Terms of Reference

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
• Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors;
• Devise a policy on Board diversity;
• Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and / or removal;
• Consider extension or continue the term of appointment of the Independent Directors on the basis of the report of performance evaluation of Independent Directors;
• Specify the manner for effective evaluation of performance of Board, its Committees and Individual Directors to be carried out either by the Board, by the Human Resources, Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;
• Review Human Resource policies and overall human resources of the Company;
• Recommend / review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria;
• Administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Schemes;
• Review information on recruitment and remuneration of senior officers just below the level of Board of Directors, including appointment or removal of Chief Financial Officer and the Company Secretary;
• Review significant labour problems and their proposed solutions;
• Review significant development in Human Resources / Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc;
• Recommend to the Board, all remuneration, in whatever form, payable to senior management;
• Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.

Terms of Reference

• Oversee and review all matters connected with transfer of Company’s securities;
• Approve issue of  duplicate shares / debentures certificates;
• Oversee the performance of the Company’s Registrars and Transfer Agents;
• Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading;
• Consider, resolve and monitor various aspects of interest of shareholders, debenture holders and other security holders including the redressal of investors’ / shareholders’ / security holders’ grievances related to transfer / transmission of securities, non-receipt of annual reports, non-receipt of declared dividend, issue new / duplicate certificates, general meetings and so on.
• Review measures taken for effective exercise of voting rights by shareholders.
• Review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent and recommend methods to upgrade the service standards adopted by the Company.
• Review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the security shareholders of the Company.
• Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable;

Terms of Reference

• Frame Risk Management Plan and Policy;
• Oversee implementation / Monitoring of Risk Management Plan and Policy;
• Validate the process of Risk Management;
• Validate the procedure for Risk Minimisation;
• Periodically review and evaluate the Risk Management Policy and Practices with respect to risk assessment and risk management processes;
• Continually obtain reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed;
• Review of development and implementation of a Risk Management Policy including identification therein of element of risk;
• Review of cyber security and related risks;
• Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.