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Integrated Annual Report 2021-22

Meetings Held at its Meetings about the significant discussions at each
During FY 2021-22, ten (10) Meetings of the Audit Committee of the Audit Committee Meetings including the internal
were held on the following dates: audit matters. The minutes of each of the Audit Committee
Meetings are placed in the next Meeting of the Board after
• May 3, 2021 • May 14, 2021
they are confirmed by the Committee.
• August 5, 2021 • August 25, 2021
Ms. Padmini Khare Kaicker, Chairperson of the Audit
• October 27, 2021 • November 18, 2021 Committee, was present during the last e-AGM held on
• February 10, 2022 • February 25, 2022 July 2, 2021.
• March 9, 2022 • March 29, 2022 4. Nomination and Remuneration Committee
The gap between two Meetings did not exceed 120 days. The Nomination and Remuneration Committee (‘NRC’) is
Necessary quorum was present for all the Meetings of the constituted and functions in accordance with Section 178 of
Committee. the Act, Regulation 19 of the SEBI Listing Regulations and its
Composition and Attendance Charter, as amended by the Board.
No. of The role of the NRC is to oversee the selection of Directors
Name of the Meetings No. of and Senior Management based on criteria related to the
Member Category held during Meetings specific requirement of expertise and independence. The
attended
the year NRC evaluates the performance of Directors and Senior
Ms. Padmini Khare ID 10 10 Management based on the expected performance criteria.
Kaicker (Chairperson) The NRC also recommends to the Board the remuneration
Ms. Vibha Paul Rishi ID 10 10 payable to Directors and Senior Management of the
Mr. S. Padmanabhan NED 10 10 Company. An annual working plan for the NRC Meetings is
Mr. K. B. S. Anand ID 10 10
agreed by the Members at the beginning of the year.
ID - Independent Director; NED - Non-Executive Director
Independent Directors who are not Members of the Audit Terms of Reference
Committee also attend the Audit Committee Meetings as The Board has adopted a charter of the NRC for its smooth
permanent invitees. functioning covering aspects relating to composition,
The General Counsel & Company Secretary acts as the responsibilities, evaluation process, remuneration, Board
Secretary to the Audit Committee. The composition of the development and reviewing HR strategy. The key terms of
Committee is in conformity with Section 177 of the Act reference of the NRC, inter alia, are:
and Regulation 18(1) of the SEBI Listing Regulations. • Make recommendations to the Board regarding the
setup and composition of the Board;
The Chairperson of the Audit Committee has one-on-one
meetings with both the Internal Auditors and the Statutory • Identify persons who are qualified to become Directors
Auditors on a periodic basis to discuss key concerns, if any. and who may be appointed in Senior Management in
accordance with the criteria laid down and recommend
The Managing Director & CEO, Executive Director, Chief to the Board of Directors their appointment and
Financial Officer, Statutory Auditors and Chief Internal removal;
Auditor attend and participate in all the Meetings of the • Support the Board and Independent Directors, as may
Committee. The Chief Operating Officers of each business be required, in evaluation of the performance of the
and Chief Human Resources Officer attend the Meetings Board, its Committees and Individual Directors;
where Internal Audit Reports are discussed. The Committee, • Whether to extend or continue the term of appointment
from time to time, also invites such executives, as it considers of the Independent Director, on the basis of the report
appropriate, to be present at the Meetings. During the year of performance evaluation of Independent Directors;
under review, the Committee reviewed the key audit findings
covering operational, financial and compliance areas, internal • On an annual basis, recommend to the Board the
financial controls and financial reporting systems. The Audit remuneration payable to Directors, KMP and executive
Committee also reviewed the reports on Leadership of team members of the Company;
Business Ethics as well as Business & Human Rights, reports • Devise a policy on Board diversity;
on dealings under Prohibition of Insider Trading Regulations • Review HR and people strategy and its alignment with
and statement of significant Related Party Transactions. the business strategy periodically or when a change is
The Chairperson of the Audit Committee briefs the Board made to either;

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