Page 103 - Kolte Patil AR 2019-20
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y y To liaise between the Chairman and Managing Director, the   y y Approval of payment to statutory auditors for any other services
               Management and the Independent Directors;           rendered by the statutory auditors;
            y y To preside over meetings of the Board and Shareholders when   y y Review, with the management, the annual financial statements
               the Chairman and Managing Director is not present, or where   and Auditors’ Report thereon before submission to the Board
               he is an interested party;                          for approval, with particular reference to:
            y y To ensure there is an adequate and timely flow of information   a)  matters required to be included in the Directors’
               to Independent Directors;                              Responsibility Statement to be included in the Board’s
            y y To perform such other duties as may be delegated to the Lead   Report in terms of sub section 5 of Section 134 of the Act;
               Independent Director by the Board/ Independent Directors.  b)  changes, if any, in accounting policies and practices, and
                                                                      reasons for the same;
            In accordance with  the  provisions  of Schedule  IV (Code  for   c)   major accounting entries involving estimates based on
            Independent Directors) of the Companies Act, 2013 and Regulation   the exercise of judgment by management;
            25(3) & (4) of the Listing Regulations, the Independent Directors of   d)  significant adjustments made in the financial statements
            the Company are required to hold at least 1 (One) meeting in a year,   arising out of audit findings;
            without the presence of Non-Independent Directors and members   e)  compliance with listing and other legal requirements
            of the management. It is recommended that all the Independent   relating to financial statements;
            Directors of the Company be present at such meetings.  These   f)   disclosure of any related party transactions; and
            meetings are required to review the performance of the Non-  g)  modified opinions in the draft audit report
            Independent Directors and the Board as a whole, as well as the
            performance of the Chairman of the Board, taking into account the   y y Review of management discussion and analysis of financial
            views of the Executive Directors and Non-Executive Directors. The   condition and results of operations;
            Board of Directors also discussed about the quality, quantity and   y y Review  with  the  management,  the  statement  of  uses/
            timelines of the flow of information from the Management to the   application of funds raised through an issue (public issue, rights
            Board and its Committees, which is necessary to perform reasonably   issue, preferential issue, qualified institutional placement etc.)
            and discharge their duties.                            and making appropriate recommendations to the Board to
                                                                   take up steps in this matter;
            During the financial year 2019-20, the separate meeting of
            Independent Director was held on 17 February 2020 in accordance   y y Review the quarterly statement of deviation(s) including report
            with the aforementioned provisions.                    of  monitoring  agency, if  applicable,  in terms  of Regulation
                                                                   32(1) of the Listing Regulations, being submitted to the Stock
            AUDIT COMMITTEE                                        Exchange(s).
            The Audit Committee of the Company has been formed in   y y Review the  annual  statement  of funds  utilised  for  purpose
            accordance with Regulation 18 of the Listing Regulations and   other than those stated in the offer document / prospectus in
            Section 177 of the Companies Act, 2013 and comprises of 6   terms of Regulation 32(7) of the Listing Regulations;
            members, in which 5 members are Independent Directors. Mr. Vinod   y y Reviewing and monitoring the auditor’s independence and
            Patil, Company Secretary of the Company acts as the Secretary to   performance and effectiveness of audit process;
            the Audit Committee. The Chairman of the Audit Committee is an   y y Examination and reviewing with the management, the
            Independent Director and was present at the last Annual General   quarterly financial results and financial statements and the
            Meeting of the Company. The Managing Director and Chief Financial   auditors’ report thereon, before submission to the Board for
            Officer are permanent invitees to the Audit Committee Meetings.
            a) Terms of Reference to Audit Committee           y y Approval or any subsequent modification of transactions of the
            The Audit Committee is entrusted, inter alia, with the following:  Company with related parties;
                                                               y y Scrutiny of inter-corporate loans and investments;
            y y Oversight of Company’s financial reporting process and
               the disclosure of its financial information to ensure that the   y y Valuation of undertakings or assets of the Company, wherever
               financial statement is correct, sufficient and credible;  it is necessary;
            y y Recommending to the Board, the appointment, reappointment   y y Evaluation of internal financial controls and risk management
               and, if required, the removal of statutory auditors, including   systems and oversight of the Company’s financial reporting
               internal and cost auditors, and fixation of audit fees and other   process and the disclosure of its financial information to ensure
               terms of appointment;

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