Page 83 - Index

Mission-Critical Decisions, Made with Confidence.
Role of the Committee Frequency
of review
Noting of material subsidiaries A
Review significant transactions, including related party transactions of subsidiaries Q
Omnibus approval for related party transactions proposed to be entered into by the Company A
Review and approve transactions with related parties and subsequent modifications, if any E
Review investment policy, scrutiny of inter-corporate loans and investments, and review the investment portfolio
and treasury operations
A
Evaluate internal financial controls and risk management systems of the Company A
Review functioning of the whistleblower mechanism Q
Review audit reports under the SEBI Research Analyst Regulations and compliance with the SEBI Outsourcing Policy A
Statutory Reports
Review compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, and systems for internal controls
with them
A
Recommend the appointment of the Chief Financial Officer of the Company and remuneration payable to him/her E
Noting of disclosure regarding encumbrance of promoter shareholding, if any, as per the SEBI Takeover Code A
Comment on rationale, cost-benefits and impact of schemes involving merger, amalgamation, etc., on the listed
entity and its shareholders
E
Review substantial defaults in the payment to depositors, debenture holders, shareholders (in case of
non‑payment of declared dividends) and creditors, if any
E
Review the charter of the Audit Committee A
Frequency: A — annually; Q — quarterly; E — event based
The Audit Committee met six times in 2024 — on January 29, February 15, April 15, July 15, October 16 and October
28. The necessary quorum was present for all the meetings. The Chairman of the Audit Committee was present at the
previous AGM of the Company held on April 16, 2024. Details of attendance at the meetings of the Audit Committee
in 2024 are presented in Table 3.6.
In line with the terms of reference, during 2024 the Audit Committee at each meeting reviewed operations and audit
reports for businesses pursuant to audits undertaken by internal auditors under the audit plan approved at the
commencement of the year. The quarterly financial results were reviewed by the Committee before submission to
the Board. Independent sessions were held with statutory and internal auditors to assess the effectiveness of the
audit process. The Committee reviewed the adequacy of internal financial controls on a company-wide basis and
provided recommendations on internal control processes to the Board. The Committee also reviewed the system
and processes in place for risk management, insider trading compliance and information security. The Committee
discussed opportunities for continuous improvement of audit procedures. On a quarterly basis, the Committee
continues to review whistleblower complaints with corrective actions and controls put in place therefor, material
litigations/notices, and related party transactions.
2. Risk Management Committee
The Risk Management Committee of the Company has been constituted in line with the provisions of Regulation 21
of the SEBI Listing Regulations, 2015. The role of the Committee, the topics reviewed by it and the frequency of review
are mentioned in Table 3.2.
Table 3.2: Role of the Committee and frequency of review
Role of the Committee Frequency
of review
Review the Risk Management Policy, framework and procedures A
Monitor, review and approve the Risk Management Plan A
Review key risks and mitigation plans P
Review the Business Continuity Plan A
Annual Report 2024
81