Page 113 - Tata_Chemicals_yearly-reports-2017-18

Terms of Reference ʀ Approve the appointment of the Chief Financial Officer
after assessing the qualifications, experience and
The Audit Committee of the Company is responsible for
background of the candidate;
supervising the Company’s internal controls and financial
reporting process and inter alia, performs the following ʀ Carrying out any other function as is mentioned in the
functions: terms of reference of the Audit Committee.
ʀ Oversight of the Company’s financial reporting process The Audit Committee has been granted powers as prescribed
and disclosure of its financial information; under Regulation 18(2)(c) of the Listing Regulations.
ʀ Review of the Company’s accounting policies internal Meetings Held
accounting controls, financial and such other matters;
During FY 2017-18, 8 (eight) meetings of the Audit Committee
ʀ Review the functioning of Whistleblower Mechanism of
were held on 18 April, 2017, 25 May, 2017, 18 July, 2017,
the Company which shall include the Vigil Mechanism 8 August, 2017, 10 November, 2017, 18 January, 2018,
for Directors and employees to report genuine concerns 5 February, 2018 and 26 February, 2018.
in the prescribed manner; Integrated Report
ʀ Discuss and review, with the management and auditors, The gap between two meetings did not exceed one hundred
the annual/quarterly financial statements before and twenty days.
submission to the Board; Composition and Attendance
ʀ Hold timely discussions with external auditors regarding
critical accounting policies and practices, significant Name of the Category No. of Attendance
reporting issues and judgements made, nature and Member meetings (%)
scope of audit; attended
Mr. Nasser Munjee ID 8 100
ʀ Evaluate auditors’ performance, qualification,
(Chairman)
independence and effectiveness of audit process;
Dr. Y. S. P. Thorat ID 8 100
ʀ Recommend to the Board, the appointment, Mr. S. Padmanabhan NED 7 88
re-appointment, removal of the external auditors,
fixation of audit fees and also approval for payment of ID - Independent Director; NED - Non-Executive Director
audit and non-audit services;
Note: Statutory Reports
ʀ Review the adequacy of internal audit and risk Ms. Padmini Khare Kaicker, Independent Director, was
management function; appointed as a member w.e.f. 1 April, 2018
ʀ Review the adequacy of internal control systems and
ensure adherence thereto; Mr. Nasser Munjee is an eminent economist and leading banker.
All members of the Audit Committee are financially literate and
ʀ Scrutinise inter-corporate loans and investments;
have accounting and related financial management expertise.
ʀ Review the Company’s compliance with the legal and
regulatory requirements and the Tata Code of Conduct The Company Secretary acts as the Secretary to the Audit
and effectiveness of the system for monitoring the Committee. The composition of the Committee is in conformity
same; with Section 177 of the Act and Regulation 18(1) of the Listing
Regulations.
ʀ Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, The Chairman of the Audit Committee has one on one
approval of the audit plan and its execution, staffing meetings both with the internal auditor and the statutory
and seniority of the official heading the department, auditors to discuss key concerns on periodic basis.
reporting structure and frequency of internal audit; Financial Statements
The Managing Director & CEO, Executive Director,
ʀ Discussion with internal auditors of any significant Chief Financial Officer, Statutory Auditor, Controller - Risk
findings and follow up there on; & Internal Auditor and Vice President & Group Corporate
ʀ Provide guidance to the Compliance Officer for setting Controller attend and participate in all the meetings of the
forth policies and implementation of the Tata Code of Committee. The Chief Operating Officers and Chief Human
Conduct for Prevention of Insider Trading; Resources Officer attend the meetings where Internal Audit
Reports are discussed. The Committee from time to time also
ʀ Review the significant related party transactions;
invites such of the executives, as it considers appropriate, to be
ʀ Valuation of undertakings or assets of the listed entity, present at the meetings.
wherever it is necessary;
During the year, the Committee reviewed the key audit findings
ʀ Reviewing the findings of any internal investigations covering operational, financial and compliance areas, internal
by the internal auditors into matters where there is financial controls and financial reporting systems to the
suspected fraud or irregularity or a failure of internal Committee. The Audit Committee also reviewed the reports
control systems of a material nature and reporting the on leadership of business ethics, reports on dealings under
matter to the Board; Prohibition of Insider Trading Regulations and related party
Corporate Governance Report 111