Page 103 - Kolte Patil AR 2019-20

yy To liaise between the Chairman and Managing Director, the Management and the Independent Directors;
yy To preside over meetings of the Board and Shareholders when the Chairman and Managing Director is not present, or where he is an interested party;
yy To ensure there is an adequate and timely flow of information to Independent Directors;
yy To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors.
SEPARATE MEETING OF INDEPENDENT DIRECTOR
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) & (4) of the Listing Regulations, the Independent Directors of the Company are required to hold at least 1 (One) meeting in a year, without the presence of Non-Independent Directors and members of the management. It is recommended that all the Independent Directors of the Company be present at such meetings. These meetings are required to review the performance of the Non- Independent Directors and the Board as a whole, as well as the performance of the Chairman of the Board, taking into account the views of the Executive Directors and Non-Executive Directors. The Board of Directors also discussed about the quality, quantity and timelines of the flow of information from the Management to the Board and its Committees, which is necessary to perform reasonably and discharge their duties.
During the financial year 2019-20, the separate meeting of Independent Director was held on 17 February 2020 in accordance with the aforementioned provisions.
AUDIT COMMITTEE
The Audit Committee of the Company has been formed in accordance with Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013 and comprises of 6 members, in which 5 members are Independent Directors. Mr. Vinod Patil, Company Secretary of the Company acts as the Secretary to the Audit Committee. The Chairman of the Audit Committee is an Independent Director and was present at the last Annual General Meeting of the Company. The Managing Director and Chief Financial Officer are permanent invitees to the Audit Committee Meetings.
a) Terms of Reference to Audit Committee
The Audit Committee is entrusted, inter alia, with the following:
yyOversight of Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
yy Recommending to the Board, the appointment, reappointment and, if required, the removal of statutory auditors, including internal and cost auditors, and fixation of audit fees and other terms of appointment;
yy Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
yy Review, with the management, the annual financial statements and Auditors’ Report thereon before submission to the Board for approval, with particular reference to:
a) matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of sub section 5 of Section 134 of the Act;
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; and
g) modified opinions in the draft audit report
yy Review of management discussion and analysis of financial condition and results of operations;
yy Review with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, qualified institutional placement etc.) and making appropriate recommendations to the Board to take up steps in this matter;
yy Review the quarterly statement of deviation(s) including report of monitoring agency, if applicable, in terms of Regulation 32(1) of the Listing Regulations, being submitted to the Stock Exchange(s).
yyReview the annual statement of funds utilised for purpose other than those stated in the offer document / prospectus in terms of Regulation 32(7) of the Listing Regulations;
yyReviewing and monitoring the auditor’s independence and performance and effectiveness of audit process;
yyExamination and reviewing with the management, the quarterly financial results and financial statements and the auditors’ report thereon, before submission to the Board for approval;
yy Approval or any subsequent modification of transactions of the Company with related parties;
yy Scrutiny of inter-corporate loans and investments;
yy Valuation of undertakings or assets of the Company, wherever
it is necessary;
yy Evaluation of internal financial controls and risk management systems and oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure
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