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Integrated Report Statutory Reports Financial Statements
1-59 Corporate Governance Report 147-300

The gap between two Meetings did not exceed 120 days. The Chairperson of the Audit Committee briefs the Board
Necessary quorum was present for all the Meetings of the at each Board Meeting about the significant discussions
Committee. at the Audit Committee Meetings including the internal
audit matters. The minutes of each of the Audit Committee
Composition and Attendance
Meetings are placed in the next Meeting of the Board
No. of after they are confirmed by the Committee.
No. of
Name of the Category Meetings Meetings
Member held during attended Ms. Padmini Khare Kaicker, Chairperson of the Audit
tenure Committee, was present at the last e-AGM held on
July 7, 2020.
Ms. Padmini Khare ID 11 11
Kaicker (Chairperson)
4. Nomination and Remuneration Committee
Ms. Vibha Paul Rishi ID 11 11 The role of the Nomination and Remuneration Committee

Mr. S. Padmanabhan NED 11 11 (‘NRC’) is to oversee the selection of Directors and Senior
Management Personnel based on criteria related to the
Dr. C. V. Natraj $ ID 4 4
specific requirement of expertise and independence.
Mr. K. B. S. Anand @ ID 7 6 The NRC evaluates the performance of Directors and
Senior Management Personnel based on the expected
ID - Independent Director; NED - Non-Executive Director performance criteria. The NRC also recommends to the
$ Ceased to be a Member of the Committee w.e.f. September 1, 2020 Board the remuneration payable to Directors and Senior
@ Appointed as a Member of the Committee w.e.f. September 1, 2020
Management Personnel of the Company.
The Company Secretary acts as the Secretary to the Audit
Committee. The composition of the Committee is in Terms of Reference
conformity with Section 177 of the Act and Regulation 18(1) The Board has adopted a charter of the NRC for its smooth
of the SEBI Listing Regulations. functioning covering aspects relating to composition,
responsibilities, evaluation process, remuneration, Board
The Chairperson of the Audit Committee has one-on-one development and reviewing HR strategy. The key terms of
meetings both with the Internal Audit Team and the Statutory reference of the NRC, inter alia, are:
Auditors on a periodic basis to discuss key concerns, if any.
• Make recommendations to the Board regarding the
The Managing Director & CEO, Executive Director, setup and composition of the Board;
Chief Financial Officer, Statutory Auditor and Controller -
Risk & Internal Auditor attend and participate in all the • Identify persons who are qualified to become directors
Meetings of the Committee. The Chief Operating Officers and who may be appointed in senior management in
and Chief Human Resources Officer attend the Meetings accordance with the criteria laid down and recommend
where Internal Audit Reports are discussed. The Committee, to the Board of Directors their appointment and removal;
from time to time, also invites such executives, as it considers • Support the Board and Independent Directors, as may
appropriate, to be present at the Meetings. During the be required, in evaluation of the performance of the
year under review, the Committee reviewed the key audit Board, its Committees and Individual Directors;
findings covering operational, financial and compliance
areas, internal financial controls and financial reporting • Whether to extend or continue the term of appointment
systems. The Audit Committee also reviewed the reports of the Independent Director, on the basis of the report
on leadership of business ethics, reports on dealings under of performance evaluation of Independent Directors;
Prohibition of Insider Trading Regulations and Related
Party Transactions. During the year under review, the Audit • On an annual basis, recommend to the Board the
Committee reviewed the process and controls for Insider remuneration payable to Directors, KMP and executive
Trading and also adopted a framework for levying penalties team members of the Company;
in case of any violation under the Insider Trading Code. • Devise a policy on Board diversity;

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