The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, and its terms of reference are as follows:

The role of the Audit Committee shall be as follows:

1. oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
i. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013
ii. changes, if any, in accounting policies and practices and reasons for the same
iii. major accounting entries involving estimates based on the exercise of judgment by management.
iv. significant adjustments made in .the financial statements arising out of audit findings
v. compliance with listing and other legal requirements relating to financial statements;
vi. disclosure of any related party transactions;
vii. modified opinion(s)/
qualification(s) in the draft audit report;

5. reviewing, with the management, the quarterly financial statements before submission to the board for approval

6. reviewing and monitoring, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the board to take up steps in this matter;

7. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

8. Review all related party transactions in the Company.

9. approval or any subsequent modification of transactions of the Company with related parties;
Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed;

Provided further that in case of transaction, other than transactions referred to in section 188 of the Companies Act, 2013, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Boards

10. scrutiny of inter-corporate loans and investments;

11. valuation of undertakings or assets of the Company, wherever it is necessary;

12. evaluation of internal financial controls and risk management systems;

13. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

14. reviewing 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;

15. discussion with internal auditors of any significant findings and follow up there on;

16. reviewing the findings of any internal investigations by the internal auditors/agencies 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;

17. 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;

18. 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;

19. review the functioning of the whistle blower mechanism;

20. To review the follow up action on the audit observations of the C&AG audit.

21. To review the follow up action taken on the recommendations of Committee on Public Undertakings (COPU) of the Parliament

22. Provide an open avenue of communication between the independent auditor, internal auditor and the Board of Directors

23. Review with the independent auditor the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, and the effective use of all audit resources

24. Consider and review the following with the independent auditor and 14 the management:
i. The adequacy of internal controls including computerized information system controls and security, and
ii. Related findings and recommendations of the independent auditor and internal auditor, together with the management responses.

25. Consider and review the following with the management, internal auditor and the independent auditor:
i. Significant findings during the year, including the status of previous audit recommendations
ii. Any difficulties encountered during audit work including any restrictions on the scope of activities or access to required information

26. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

27. reviewing the utilization of loans and/ or advances from/investment by the holding 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 existing as on the date of coming into force of this provision.

28. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

29. The audit committee shall mandatorily review the following information:
i. management discussion and analysis of financial condition and results of operations;
ii. management letters / letters of internal control weaknesses issued by the statutory auditors;
iii. internal audit reports relating to internal control weaknesses; and
iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
v. statement of deviations:
a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s).
b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice.

30. Any other role, responsibility or duty of the Audit Committee as may be prescribed under any other provision of Law, for the time being in force.

31. Carrying out any other function as may be prescribed by the Board of Directors from time to time.

32. Such other roles and responsibilities as may be prescribed under the applicable laws as amended from time to time;
In order to discharge its duties and responsibilities effectively, the Committee has the authority to:

a. Investigate activity within its roles and responsibilities;
b. Seek comments/ information from any employee and auditors;
c. Obtain advice and input from counsel, accountants and other experts, with approval of the Board (where the Committee considers such advice and input necessary or appropriate) and have full access to information contained in the Company’s record.
d. Secure attendance of outsiders with relevant expertise, if it considers necessary