5

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.
20.

21.

Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to
the Board for approval, with particular reference to:

(a) 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;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

() 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;

(£) Disclosure of any related party transactions; and

(g) Modified opinion(s) in the draft audit report.

Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to
the Board for approval;

Reviewing, 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 utilised 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 or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter. This also includes monitoring the use/application of the funds raised through the proposed initial public offer
by the Company;

Approval or any subsequent modifications of transactions of the Company with related parties;
Scrutinising of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluating of internal financial controls and risk management systems;

Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances

Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal
control systems;

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;

Discussing with internal auditors on any significant findings and follow up thereon;

Reviewing 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;

Discussing 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;

Looking 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;

Reviewing the functioning of the whistle blower mechanism;

Approving the appointment of the CFO or any other person heading the finance function or discharging that function
after assessing the qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms
of reference as may be decided by the Board and/or specified/provided under the Companies Act, the Listing
Regulations or by any other regulatory authority;

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