Board Committee

AUDIT COMMITTEE

As a measure of good Corporate Governance and to provide assistance to the Board of directors and to meet the requirement of section 292A of the Companies Act, 1956 and the Clause 49 of the Listing Agreement and in fulfilling the Board’s overall responsibilities, an Audit Committee is functioning consisting of only independent directors. The Audit Committee inter-alia has the following mandate in terms of the Clause 49 of the Listing Agreement.

• Oversight of company’s financial reporting process and the disclosure of the financial information in the annual accounts.
• To review and discuss with management, internal audit team and external auditors regarding any significant finding of material nature.
• To consider and review the adequacy of management control system and internal audit function and frequency of internal audit process.
• To review with Management the quarterly and annual financial statements before submission to the Board focusing primarily on any change in accounting policies and compliance with accounting standards, requirements of stock exchanges and other legal compliance.
• To review Balance Sheet & Profit and Loss Accounts to be placed before the Board.
• To consider and review the financial and risk management policy of the Company.
• To consider and review the defaults, if any in payment to the creditors, financial institutions and reasons thereof.
• To consider the directors responsibility statement to be given by the Board in the Directors Report.
• To consider the matter relating to the recommendation for appointment of the external auditors and fixation of their audit fee and also approval for payment of any other services.

Composition of the Audit Committee The Audit Committee of the company comprises of the following independent directors:

SHAREHOLDERS GRIEVANCE/ STAKEHOLDERS RELATIONSHIP COMMITTEE

a) Brief description of terms of reference:

The terms of reference of the Committee are to review and recommend compensation payable to the Executive Directors. The Committee also ensures that the compensation policy of the Company provides for performance-oriented incentives to management.

b) Composition of Committee and number of meetings held: