Atul Ltd 2008-09

34 Ameer Trading Corporation Limited. The financial statements were reviewed by the Audit Committee|Board. All minutes of the meetings of the subsidiary companies are placed before the Board of the Company. 3. Audit Committee 3.1 Brief description of terms of reference i) Overview of the financial reporting process of the Company and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible ii) Recommending the appointment and removal of the external auditor, fixation of audit fee and also approval for payment for any other services iii) Matters under the Directors’ Responsibility Statement to be included in the Board’s Report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956 iv) Mandatory review of the 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 the management Internal audit reports relating to internal control weaknesses Appointment, removal and terms of remuneration of the Chief Internal Auditor v) Review of the quarterly|annual financial statements with the management before submission to the Board, focusing primarily on a) Any changes in accounting policies and practices b) Major accounting entries based on exercise of judgment by the management c) Qualifications in draft audit report d) Significant adjustments arising out of audit e) Going concern assumption f) Compliance with accounting standards g) Compliance with stock exchange and legal requirements concerning financial statements h) Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries and relatives, among others, that may have potential conflict with the interest of the Company at large vi) Review with the management, external and internal Auditors, the adequacy of internal control systems vii) Review the adequacy of internal audit function, 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 viii) Discussions with internal Auditors on any significant findings and follow up thereon ix) Review 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 x) Discussions with the Auditors before the audit commences regarding nature and scope of the audit as well as to have post-audit discussion to ascertain any area of concern xi) Review the financial and risk management policies of the Company xii) Review the reasons for substantial defaults, if any in the payment to the depositors, debenture holders, Members (in case of non-payment of declared dividends) and creditors xiii) Discussion with the Auditors, periodically, about internal control systems, the scope of audit including the observations of the Auditors and review the half-yearly and annual financial statements before submission to the Board xiv) Ensure compliance of internal control systems xv) Review the functioning of the whistle blower mechanism, if any xvi) Formulation of Code of Conduct and related matters xvii) Periodical review of compliance reports of all laws applicable to the Company as well as steps taken to rectify instances of non-compliances xviii) Review the financial statements, in