6)

7)

8)

9)

10)

11)

12)

13)

14)

15)

16)

17)

18)

19)

20)

21)

22)

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 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;

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

approval of any subsequent modification of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company, subject to
the conditions as may be prescribed;

scrutiny of inter-corporate loans and investments;
valuation of undertakings or assets of the Company, wherever it is necessary;
evaluation of internal financial controls and risk management systems;

reviewing, with the management, 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;

discussion with internal auditors of 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;

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;

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

reviewing the functioning of the whistle blower mechanism;

approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other
person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;

reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding %1,000,000,000 (Rupees One Thousand Million only) 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;

considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders; and

carrying out any other functions required to be carried out by the Audit Committee as may be decided
by the Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any
other applicable law, as and when amended from time to time.

The Audit Committee shall mandatorily review the following information:

1)

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

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