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Integrated report Statutory reportS FInancIal StatementS
Corporate Governance Report

be entitled under the Act as Non-Executive Directors, none of fixation of audit fees and also approval for payment of
the Directors has any other material pecuniary relationships audit and non-audit services;
or transactions with the Company, its Promoters, its Directors, • Scrutinise inter-corporate loans and investments,
its Senior Management or its Subsidiaries. and review the utilisation of loans and/or advances
from/investment by the holding company in the
Senior Management of the Company have made disclosures
to the Board confirming that there are no material, financial subsidiary;
and/or commercial transactions between them and the • Reviewing the adequacy of internal control system,
Company which could have potential conflict of interest internal audit function and risk management function;
with the Company at large. • Discussion with internal auditors of any significant
findings and follow up thereon;
3. Audit Committee • Provide guidance to the Compliance Officer for setting
The Audit Committee’s role is to assist the Board fulfill its forth policies and implementation of the Tata Code of
Corporate Governance and overseeing responsibilities Conduct for Prevention of Insider Trading. Reviewing
in relation to the Company’s financial reporting process compliance with the provisions of SEBI (Prohibition
carried out by the Management, internal control system, risk of Insider Trading) Regulations, 2015, atleast once in a
management system and internal and external audit functions. financial year and verifying that the systems for Internal
Controls are adequate and are operating effectively;
The Audit Committee functions according to its • Review the significant related party transactions;
Charter/Terms of Reference that defines its composition,
authority, responsibilities and reporting functions. The • Valuation of undertakings or assets of the listed entity,
Board has adopted a Charter of the Audit Committee for its wherever it is necessary;
functioning. All the items listed in Section 177 of the Act and • Reviewing the findings of any internal investigations
Regulation 18(3) read with Part C of Schedule II of the Listing by the internal auditors into matters where there is
Regulations are covered in its terms of reference. suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
Terms of Reference matter to the Board;
The Audit Committee of the Company is responsible for • Approve the appointment of the Chief Financial Officer
supervising the Company’s internal controls and financial after assessing the qualifications, experience and
reporting process and inter alia, performs the following background of the candidate;
functions: • Carrying out any other function as is mentioned in the
• Oversight of the Company’s financial reporting process terms of reference of the Audit Committee.
and disclosure of its financial information; Further pursuant to Regulation 18(2)(c) of the Listing
• Review of the Company’s accounting policies, internal Regulations, the Audit Committee is empowered to
accounting controls, financial and such other matters; investigate any activity within its terms of reference, seek
• Review the functioning of Whistleblower Mechanism of information it requires from any employee, obtain outside
the Company which shall include the Vigil Mechanism legal or other Independent professional advice and secure
for Directors and employees to report genuine attendance of outsiders with relevant expertise, if considered
concerns in the prescribed manner; necessary. Apart from the above, the Audit Committee also
exercises the role and powers entrusted upon it by the Board
• Discuss and review, with the management and of Directors from time to time.
auditors, the annual/quarterly Financial Statements
before submission to the Board; Meetings Held
• Hold timely discussions with external auditors During FY 2019-20, ten (10) Meetings of the Audit Committee
regarding critical accounting policies and practices, were held on the following dates:
significant reporting issues and judgements made,
nature and scope of audit; • April 12, 2019 • October 11, 2019
• Evaluate auditors’ performance, qualification, • May 3, 2019 • October 30, 2019
independence and effectiveness of audit process; • May 15, 2019 • December 31, 2019
• Recommend to the Board, the appointment, • August 1, 2019 • January 24, 2020
re-appointment, removal of the external auditors, • August 8, 2019 • February 3, 2020

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