MEMBERS OF THE AUDIT COMMITTEE

• Mr Mohammad Maroof- Non-Executive Independent Director- Chairman
• Mr Pradip Roy – Non-Executive Independent Director & Member
• Mr Vijay Joshi-Executive Director & Member

Terms of Reference for the Audit Committee:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company
2. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 1.3. Review and monitor the auditor‘s independence and performance, and effectiveness of audit process
3. Examination of the financial statement and the auditors‘ report thereon and reviewing the same with particular reference to:
   • 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, 2013
   • 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
   • Significant adjustments made in the financial statements arising out of audit findings
   • Compliance with listing and other legal requirements relating to financial statements
   • Disclosure of any related party transactions
   • Qualifications in the draft audit report
4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval
5. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
6. Approval or any subsequent modification of transactions of the company with related parties;
7. Scrutiny of inter-corporate loans and investments;
8. Valuation of undertakings or assets of the company, wherever it is necessary;
9. Evaluation of internal financial controls and risk management systems;
10. Monitoring the end use of funds raised through public offers and related matters.
11. 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter
12. Reviewing, with the management, performance of statutory and internal auditors;
13. Discussion with internal auditors of any significant findings and follow up there on;
14. 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;
15. 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;
16. To look 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;
17. To review the functioning of the Whistle Blower mechanism;
18. Approval of appointment of CFO (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;
19. Reviewing of following information:
    • 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 relating to internal control weaknesses;