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01 INTEGRATED 73 STATUTORY 178 FINANCIAL
REPORTS
STATEMENTS
REPORT
Corporate
Governance Report
As on March 31, 2022, all the Board Members and Senior • Review the statement of related party transactions
Management of the Company have affirmed compliance submitted by the Management;
with their respective Codes of Conduct. A declaration to
this effect duly signed by the Managing Director & CEO • Review the functioning of Whistleblower Mechanism
forms part of this Report. The Company has also received of the Company which shall include the Vigil
a confirmation from the Non-Executive Directors and Mechanism for Directors and employees to report
Independent Directors regarding compliance of the Code genuine concerns in the prescribed manner;
for the year under review. • Discuss and review with the Management and auditors,
Apart from reimbursement of expenses incurred in the annual/half-yearly/quarterly financial statements
discharging their duties and the remuneration that the before submission to the Board for approval;
Directors would be entitled under the Act as Non-Executive • Hold timely discussions with external auditors
Directors, none of the Directors has any other material regarding critical accounting policies and practices,
pecuniary relationship or transactions with the Company,
its Subsidiaries, Associates, Promoters, its Directors and significant reporting issues and judgements made,
Senior Management during the three immediately preceding nature and scope of audit;
financial years or during FY 2021-22. • Evaluate auditors’ performance, qualification,
Senior Management of the Company have made independence and effectiveness of audit process;
disclosures to the Board confirming that there are no • Recommend to the Board, the appointment,
material, financial and/or commercial transactions between re-appointment, removal of the external auditors,
them and the Company which could have potential fixation of audit fees and also approval for payment of
conflict of interest with the Company at large.
audit and non-audit services;
3. Audit Committee • Reviewing the adequacy of internal control system,
The Audit Committee’s role is to assist the Board in internal audit function and risk management function;
overseeing the governance function and responsibilities • Valuation of undertakings or assets of the Company,
in relation to the Company’s financial reporting process wherever it is necessary;
carried out by the Management, internal control system,
risk management system and internal and external audit • Consider and comment on the rationale, cost-
functions. The Audit Committee functions according to its benefits and impact of schemes involving merger,
charter/terms of reference that defines its composition, demerger, amalgamation etc., on the Company and its
authority, responsibilities and reporting functions. The Board shareholders;
has adopted a charter of the Audit Committee as amended • Carrying out any other function as is mentioned in the
during the year for its functioning. All the items listed in terms of reference of the Audit Committee.
Section 177 of the Act and Regulation 18(3) read with Part C
of Schedule II to the SEBI Listing Regulations are covered in The Company has engaged Ernst & Young LLP, an
its terms of reference. independent external firm, to conduct the internal audit
of the Company as well as its key overseas operating
Terms of Reference subsidiaries and submit its internal audit findings to the
The Audit Committee of the Company is responsible for Audit Committee which were reviewed by the Committee
supervising the Company’s internal controls and financial during the year under review.
reporting process and inter alia, performs the following
functions: Further, pursuant to Regulation 18(2)(c) of the SEBI Listing
Regulations, the Audit Committee is empowered to
• Oversight of the Company’s financial reporting process investigate any activity within its terms of reference, seek
and disclosure of its financial information to ensure information it requires from any employee, obtain outside
that the financial statements are materially correct, legal or other independent professional advice and secure
sufficient and credible;
attendance of outsiders with relevant expertise, if considered
• Review of the Company’s accounting policies, internal necessary. Apart from the above, the Audit Committee also
accounting controls, financial and such other matters exercises the role and powers entrusted upon it by the Board
and the changes thereon; of Directors from time to time.

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