Page 104 - Kolte Patil AR 2019-20

that there exists appropriate internal control over financial applicable provisions of the Companies Act, 2013, the SEBI
reporting; (Listing Obligations and Disclosure Requirements) Regulations,
y y Review financial statements, in particular the investments 2015 and any other applicable provisions of Laws, as amended
made by the Company’s unlisted subsidiaries; from time to time.
y y Review with the management, performance of statutory and b) Meetings
internal auditors, adequacy of the internal control systems; During the financial year 2019-20, the Audit Committee met Five
y y Review the adequacy of internal audit function, if any, including (5) times on –
the structure of the internal audit department, staffing and i) 28 May 2019
seniority of the official heading the department, reporting
structure coverage and frequency of internal audit; ii) 06 August 2019
y y Review internal audit reports relating to internal control iii) 11 November 2019
weaknesses and discussion with internal auditors regardingany iv) 07 February 2020
significant findings and follow-up thereon; v) 17 February 2020
y y Review the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or c) Composition of Audit Committee and attendance
irregularity or a failure of internal control systems of a material The composition of the Audit Committee as on 31 March 2020 and
nature and reporting the matter to the Board; attendance of members in the meetings held during the financial
year 2019-20 are as under:
y y Review management letters/ letters of internal control
weaknesses issued by the statutory auditors; Name of the Member Designation Category No. of
meetings
y y Discussion with statutory auditors, before the audit attended
commences, about the nature and scope of audit as well as
post audit discussion to ascertain any area of concern; Mr. Prakash Gurav Chairman Independent 5
Director
y y Look into the reasons for substantial defaults in the payment Mr. G. L. Vishwanath Member Independent 4
to the depositors, debenture holders, shareholders (in case of Director
non-payment of declared dividends) and creditors; Mr. Jayant Pendse Member Independent 5
y y Review the functioning of vigil mechanism/whistle blower Director
mechanism for the Directors and employees to report their Mrs. Manasa Member Independent 4
genuine concerns or grievances and provide mechanism for Vishwanath Director
adequate safeguards against victimisation; Mr. Umesh Joshi Member Independent 3
y y Approval of appointment of Chief Financial Officer after Director
assessing the qualifications, experience and background etc. of Mr. Milind Kolte Member Executive 5
the candidate; Director
y y Review the appointment, removal and terms of remuneration
of the chief internal auditor; NOMINATION AND REMUNERATION COMMITTEE
y y Investigate any activity within its terms of reference, seek The Nomination and Remuneration Committee of the Company
information from any employee, obtain outside legal or other comprises of 6 members, in which 5 members are Independent
professional advice and secure attendance of outsiders with Directors.
relevant expertise, if necessary; a) Terms of Reference to Nomination and Remuneration
y y reviewing the utilization of loans and/ or advances from/ Committee
investment by the company in the subsidiary exceeding rupees y y To recommend to the Board appointment, re-appointment of
100 crore or 10% of the asset size of the subsidiary, whichever is Directors, Executive Directors and Key Managerial Personnel
lower including existing loans / advances / investments; and determination, fixation of the remuneration and revision
y y Review compliance with the provisions of SEBI (Prohibition of in the remuneration payable to the Executive Directors of the
Insider Trading) Regulations, 2015, as amended from time to Company and removal of the director/Executive Director/Key
time, at least once in a financial year and verify that the systems Managerial Personnel;
for internal control are adequate and are operating effectively; y y To formulate the criteria for determining qualifications, positive
y y Carry out all the functions as may be entrusted (i) by the attributes and independence of the director;
Board of Directors, from time to time; and (ii) by the virtue of

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