2:

3.

4.

Ramachandran Rajaraman (Part-time Chairperson and Independent Director);
Meena Hemchandra (Independent Director); and

Ranjit Shah (Investor Director).

The Audit Committee was constituted by a meeting of our Board held on August 17, 2009 and last re-constituted on
March 2, 2021. The terms of reference of the Audit Committee were revised pursuant to Board resolution passed on July
30, 2020. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act and
the Regulation 18 of the SEBI Listing Regulations, and its terms of reference include the following:

1.

10.

11.

12.

13.

14.

Oversight of our Bank’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;

Review the appropriateness, application and quality of the accounting policies and practices and the financial
reporting process;

Recommendation for appointment, replacement, reappointment, remuneration and terms of appointment of
auditors of our Bank and approval of appointment of Chief Financial Officer and Chief Audit Officer after
assessing the qualifications, experience and background, etc. of the candidate;

Discussion with statutory auditors, internal auditors, secretarial auditors and cost auditors before the audit
commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

Reviewing, with the management, performance of statutory, secretarial and internal auditors and adequacy of
the internal controls system;

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 the Companies Act, 2013;

(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 and regulatory requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications and modified opinion(s) in the draft audit report;

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Examination of the financial statement and auditors’ report thereon;

Monitoring the end use of funds raised through public offers and related matters;

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 utilized for purposes other than those stated in
the issue document/prospectus/notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take
up steps in this matter;

Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
Evaluation of internal financial controls and risk management systems;

To review valuation of undertakings or assets of the Bank, wherever necessary;

To look into the reasons for defaults in the payment to the debenture holders, shareholders (in case of non-
payment of declared dividends) and creditors;

196
