| Committees - Audit Committee
|Audit Committee assists the Board in the effective discharge of its responsibilities for corporate governance, financial reporting and corporate control. In the discharge of its functions, the Committee exercises the powers and responsibilities vested on it under the Companies Act, 1956, or any re-enactment thereof and the relevant clauses of the listing agreement with Stock Exchanges.
The Board will continue to have the overall responsibility in respect of all such matters. Clause 49 of the listing agreement makes it mandatory for the listed companies to make the Audit Committee charter. The primary objective of the Audit Committee is to supervise and effectively monitor the financial reporting in object of proper, effective and timely disclosures and ensure transparency, quality and integrity in financial reporting.
(i) The audit committee has six directors as members. Two-thirds of the members of audit committee are independent directors.
All members of audit committee are financially literate and have accounting or related financial management expertise.
The chairman of the Audit Committee is an Independent Director.
The Company Secretary is the Secretary of the committee.
The Audit Committee has the following powers :
To investigate any matter within its terms of reference or in relation to the compliance with the provisions of the Companies Act, 1956 or referred to it by the Board.
To seek information from any employee.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
The role of the Audit is as follows :
i) Supervising the Company’s financial reporting process and the disclosure of its financial information to ensure that financial statements are correct, sufficient and credible.
ii) Recommending the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees to the Board.
iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
iv) Review with the management, of the annual financial statements before presentation to the Board for approval, with particular reference to :
a. Matters required to be included in the Directors’ Responsibility Statement forming part of the Board’s report in terms of relevant provisions of the Companies Act, 1956 or any re-enactment thereof;
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;
g. Qualifications in the draft audit report.
v) Review with the management, of the quarterly financial statements before submission to the Board for approval.
vi) Review of 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.
vii) Discussion with internal auditors any significant findings and follow up there on.
viii) Review of 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.
x) Discussion 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.
xi) To 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.
xii) Review of the functioning of the whistle-blower mechanism.
xiii) Carrying out any other function as may be assigned to the Committee by the Board from time to time.
During the financial year ended on 31st March 2012 five meetings of the audit committee were held and the attendance in the meeting was as follows
|Name of Members
||No. of Meeting attended during 2011-12
|Mr. Parag Sakalikar
Mr. Dilip Y. Ghanekar
Mr. Vijay R. Gutte
Mr. Ratnakar M. Gutte
Mr. Sajid Ali