| 98 Annual Report | 2023-2024 Annexures to Director’s Report Committees of the Board - Composition as on March 31, 2024 1. Audit Committee The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting and the Committee assists the Board in dissemination of financial information. The terms of the reference of the Audit Committee covers all matters specified in Section 177 of the Companies Act, 2013. The terms of the reference broadly include review of internal audit reports and action taken reports, assessment of the efficacy of the internal control systems/financial reporting systems and reviewing of the adequacy of the financial policies and practices followed by the Company. The Audit Committee also looks after the compliance with the legal and statutory requirements, the quarterly and annual financial statements and related party transactions and report its finding to the Board. The Committee also recommends the appointment of statutory auditors to the Board. The Committee also looks into those matters specifically referred to it by the Board. Composition: • Mr. Rajat Mohan Nag, Chairperson • Mr. Dinesh Kumar Mittal, Member • Mr. Sumantra Banerjee, Member* • Mr. Piyush Goenka, Member • Mr. John Arunkumar Diaz, Member* • Mr. Ulhas Sharadkumar Deshpande, Member* • Ms. Matangi Gowrishankar, Member * As on March 31, 2024 the Committee comprised of Five (5) Independent Directors and One (1) Nominee Director, all of whom are financially literate and have relevant finance exposure. *Mr. Ulhas Sharadkumar Deshpande and Mr. John Arunkumar Diaz were appointed as members of the Audit Committee with effect from January 15, 2024. Ms. Matangi Gowrishankar and Mr. Sumantra Banerjee ceased to be the members of the Committee w.e.f. January 14, 2024 and April 29, 2024 respectively. The Managing Director, the Chief Financial Officer and other Executive Committee Members are invitees to the meetings of the Committee. The other directors are invited to attend the Audit Committee meetings as and when required. The Company Secretary acts as the Secretary to the Committee. The Audit Committee met Five (5) times during the year on May 11, 2023, August 07, 2023, November 09, 2023, December 05, 2023 and February 13, 2024. The time gap between any two meetings is within the limit prescribed in the law. Attendance of Directors: Name of the Member Position No. of Meetings Held No. of Meetings Attended Mr. Rajat Mohan Nag Independent Director 5 5 Mr. Sumantra Banerjee* Independent Director 5 4 Ms. Matangi Gowrishankar* Independent Director 4 4 Mr. Dinesh Kumar Mittal Independent Director 5 5 Mr. Piyush Goenka Nominee Director 5 3 Mr. John Arunkumar Diaz* Independent Director 1 1 Mr. Ulhas Sharadkumar Deshpande* Independent Director 1 1 * Mr. Ulhas Sharadkumar Deshpande and Mr. John Arunkumar Diaz were appointed as members of the Audit Committee with effect from January 15, 2024. Ms. Matangi Gowrishankar and Mr. Sumantra Banerjee ceased to be members of the Committee w.e.f. January 14, 2024 and April 29, 2024 respectively. Note: Only covers No. of meetings held in FY 23-24 of Members during their directorship period. The Chief Financial Officer, who is responsible for the finance function, the Head of Internal Audit and the representative of the Statutory Auditors, are permanently invited to attend meetings of the Audit Committee. Further, the Secretarial Auditors is invited once in a financial year for the discussion of the Secretarial Audit Report. The Company Secretary acts as the Secretary to the Audit Committee.
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