20 x) the Financial Statements, in particular, investments made by the unlisted subsidiary companies xi) the following information mandatorily: • appointment, removal and terms of remuneration of the Chief Internal Auditor • Internal Audit Reports relating to weaknesses in the internal control systems • Management Discussion and Analysis of financial condition and results of operations • management letters | letters of internal control weaknesses issued by the Statutory Auditors xii) the functioning of the whistleblowing mechanism xiii) with the Internal Auditors any significant findings and follow-up thereon, including findings of any internal investigations into matters where there is a suspected fraud or irregularity or failure of the internal control systems of material nature and reporting such matters to the Board xiv) with the Management the statement of uses | applications of funds raised through an issue (public issue, rights issue, preferential issue, etc), the statement of funds utilised for purposes other than those stated and the report submitted by the monitoring agency monitoring the utilisation of proceeds of such issue e) Others: i) Determining procedures for risk assessment and minimisation, and reviewing them periodically to ensure that the Executive Management controls risks through means of a properly defined framework. ii) Evaluating internal financial controls and risk management system. iii) Recommending appointment, remuneration and terms of appointment of the Auditors and approval for payment for any other services. iv) Scrutinising inter-corporate loans and investments. v) Other functions as mentioned in the terms of reference of the Audit Committee. 3.1.2 Composition, meetings and attendance The Committee comprises the following members, all having relevant experience in financial matters. During 2024-25, four meetings were held: No. Name Designation Meetings entitled Meetings attended 1. Sudhir Merchant Chairman 4 4 2. Sujal Shah Member 4 4 3. Gopi Kannan Thirukonda Member 4 4 The Chairman, the Managing Director, the Chief Financial Officer, the Company Secretary and the Internal Auditors are permanent invitees to the meetings. Invitation to the Statutory Auditors for the meetings is need based. The Board notes the minutes of the Audit Committee meetings.
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