37,

38.

39.

40.

41.

42.

43.

44,

Review the process for communicating the code of conduct to Bank personnel, and for monitoring compliance
therewith;

Obtain regular updates from management regarding compliance matters;

With respect to Inspection reports of the Inspecting team of Reserve Bank of India or any other regulator, approve
action plans for corrective actions to be taken and monitor compliance thereof and review compliance in respect
of the Annual Financial Inspection conducted by RBI on ongoing basis till the Bank furnishes full compliance.
Audit committee should closely monitor persisting deficiencies pointed out in RBI Inspection Reports;

Establish a process of reporting by the management or Statutory Auditors, as the case may be to the audit
committee with regard to any significant judgement made in preparation of the financial statements along with
their views on appropriateness of such judgements;

Following completion of the annual audit and internal audit plan, review separately with each of the
Management, the Statutory Auditors and the Chief Audit Officer any significant difficulties encountered during
the course of the audit, including any restrictions on the scope of the work or access to required information;

Review any significant disagreement between the Management and the Statutory Auditors in connection with
the preparation of the financial statements;

Review with Management the extent to which changes or improvements in financial or accounting practices, as
approved by the audit committee have been implemented; and

Perform any other activities consistent with this Charter and governing laws, as the audit committee or the Board
deems necessary or appropriate.

The audit committee shall mandatorily review the following information:

1.

2:

management discussion and analysis of financial condition and results of operations;

statement of significant related party transactions (as defined by the audit committee), submitted by management;
management letters / letters of internal control weaknesses issued by the statutory auditors;

internal audit reports;

the appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the
audit committee; and

statement of deviations as and when becomes applicable:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”); and

(b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of the Listing Regulations.

Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee are:

1.

2.

Mrutunjay Sahoo (Independent Director), Chairperson;
Jyotin Kantilal Mehta (Independent Director);

John Arunkumar Diaz (Independent Director);
Venkatesh Natarajan (Investor Director); and

Ranjit Shah (Investor Director).

198
