Page 104 - Kolte Patil AR 2019-20

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