Page 80 - FBL AR 2019-20

Fermenta Biotech Limited
Annual Report 2019-20

The composition of the Audit Committee complies with the requirements laid down in Regulation 18 of the Listing Regulations. Mr. Sanjay
Buch and Mr. Vinayak Hajare possess expertise in accounting and financial management. The Company Secretary acts as Secretary to the
Audit Committee.
• Terms of reference:
The powers, role and functions of the Audit Committee are as per the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18(3) read with Schedule II (Part C) of the Listing Regulations, which, inter alia include the following:

1. Review company’s financial reporting process and accounting policies and practices.
2. Review and recommend to the Board, appointment, re-appointment and removal of Statutory and Internal Auditors and fixation of
auditors remuneration and other fees, including terms of appointment.
3. Review with management of quarterly, half-yearly and annual financial statements and auditors’ report before submission to Board
for approval with particular reference to:
(a) matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of
clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by management;
(d) significant adjustments made in the financial statements arising out of audit findings;
(e) compliance with listing and other legal requirements relating to financial statements;
(f ) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
4. Review adequacy of internal control systems (including internal financial controls) and risk management systems;

5. Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority
of the official heading the department, reporting structure coverage and frequency of internal audit;
6. Review reports and significant findings, if any, of the Internal and Statutory Auditor and to ensure that suitable follow-up action is
taken;
7. Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity
or a failure of internal control systems of a material nature and reporting the matter to the board;
8. Discussion with Statutory Auditors and Internal Auditors about nature and scope of audit and areas of concern;

9. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
10. Review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion
to ascertain any areas of concern;
12. Examination of disclosure aspects of related party transactions and approval or any subsequent modification of transactions of the
Company with related parties;
13. Scrutiny of inter-corporate loans and investments;
14. Valuation of undertakings or assets of the Company, wherever it is necessary;
15. Monitoring the end use of funds raised through public offers and related matters;
16. Review of financial statements of subsidiary companies, joint venture and associate companies;

17. Review substantial defaults in payments to stakeholders and creditors;
18. Review the functioning of the Vigil mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Any other functions as may be statutorily required.

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