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that there exists appropriate internal control over financial   applicable provisions of the Companies Act, 2013, the SEBI
             reporting;                                         (Listing Obligations and Disclosure Requirements) Regulations,
          y y Review financial statements, in particular the investments   2015 and any other applicable provisions of Laws, as amended
             made by the Company’s unlisted subsidiaries;       from time to time.
          y y Review with the management, performance of statutory and   b) Meetings
             internal auditors, adequacy of the internal control systems;  During the financial year 2019-20, the Audit Committee met Five
          y y Review the adequacy of internal audit function, if any, including   (5) times on –
             the structure of the internal audit department, staffing and   i)   28 May 2019
             seniority of the official heading the department, reporting
             structure coverage and frequency of internal audit;  ii)  06 August 2019
          y y Review  internal  audit  reports  relating  to  internal  control   iii)  11 November 2019
             weaknesses and discussion with internal auditors regardingany   iv)  07 February 2020
             significant findings and follow-up thereon;     v)  17 February 2020
          y y Review the findings of any internal investigations by the
             internal auditors into matters where there is suspected fraud or   c) Composition of Audit Committee and attendance
             irregularity or a failure of internal control systems of a material   The composition of the Audit Committee as on 31 March 2020 and
             nature and reporting the matter to the Board;   attendance of members in the meetings held during the financial
                                                             year 2019-20 are as under:
          y y Review management letters/ letters of internal control
             weaknesses issued by the statutory auditors;     Name of the Member Designation Category  No. of
          y y Discussion with statutory auditors, before the audit                                    attended
             commences, about the nature and scope of audit as well as
             post audit discussion to ascertain any area of concern;  Mr. Prakash Gurav  Chairman  Independent   5
          y y Look into the reasons for substantial defaults in the payment   Mr. G. L. Vishwanath  Member  Independent   4
             to the depositors, debenture holders, shareholders (in case of               Director
             non-payment of declared dividends) and creditors;  Mr. Jayant Pendse  Member  Independent   5
          y y Review the functioning of vigil mechanism/whistle blower                    Director
             mechanism for the Directors and employees to report their   Mrs. Manasa   Member  Independent   4
             genuine concerns or grievances and provide mechanism for   Vishwanath        Director
             adequate safeguards against victimisation;       Mr. Umesh Joshi  Member     Independent    3
          y y Approval of appointment of Chief Financial Officer after                    Director
             assessing the qualifications, experience and background etc. of   Mr. Milind Kolte  Member  Executive   5
             the candidate;                                                               Director
          y y Review the appointment, removal and terms of remuneration
             of the chief internal auditor;                  NOMINATION AND REMUNERATION COMMITTEE
          y y Investigate any activity within its terms of reference, seek   The Nomination and Remuneration Committee of the Company
             information from any employee, obtain outside legal or other   comprises of 6 members, in which 5 members are Independent
             professional advice and secure attendance of outsiders with   Directors.
             relevant expertise, if necessary;               a)  Terms  of  Reference to  Nomination and  Remuneration
          y y reviewing  the  utilization  of  loans  and/  or  advances  from/  Committee
             investment by the company in the subsidiary exceeding rupees   y y To recommend to the Board appointment, re-appointment of
             100 crore or 10% of the asset size of the subsidiary, whichever is   Directors, Executive Directors and Key Managerial Personnel
             lower including existing loans / advances / investments;  and determination, fixation of the remuneration and revision
          y y Review compliance with the provisions of SEBI (Prohibition of   in the remuneration payable to the Executive Directors of the
             Insider Trading) Regulations, 2015, as amended from time to   Company and removal of the director/Executive Director/Key
             time, at least once in a financial year and verify that the systems   Managerial Personnel;
             for internal control are adequate and are operating effectively;  y y To formulate the criteria for determining qualifications, positive
          y y Carry out all the functions as may be entrusted (i) by the   attributes and independence of the director;
             Board of Directors, from time to time; and (ii) by the virtue of

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