Page 103 - Kolte Patil AR 2019-20

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;
SEPARATE MEETING OF INDEPENDENT DIRECTOR
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.
approval;
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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