Corporate Overview Statutory Reports Financial Statements 39 • Management Discussion and Analysis of financial condition and results of operations • management letters | letters of internal control weaknesses issued by the Statutory Auditors • statement of related party transactions submitted by the Management xii) the functioning of the whistleblowing mechanism xiii) utilisation of loans | advances from the holding company to the subsidiary company or investments by the holding company in the subsidiary company exceeding ` 100 cr or 10% of the asset size of the subsidiary company, whichever is lower xiv) with the Internal Auditors any significant findings and follow-up thereon, including findings of any internal investigations into matters where there is suspected fraud or irregularity or failure of the internal control systems of material nature and reporting such matters to the Board xv) with the Management, the statement of uses | applications of funds raised through an issue (public issue, rights issue, preferential issue, etc), the statement of funds utilised for purposes other than those stated and the report submitted by the monitoring agency monitoring the utilisation of proceeds of such issue e) Others: i) Consider and comment on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation, etc on the Company and the shareholders. ii) Evaluating internal financial controls and risk management systems. iii) Recommending appointment, remuneration and terms of appointment of the Auditors and approval for payment for any other services. iv) Scrutinising inter-corporate loans and investments. v) Other functions as mentioned in the terms of reference of the Audit Committee. 3.1.2 Composition, meetings and attendance The Committee comprises the following members, all having relevant experience in financial matters. During 2023-24, four meetings were held: No. Name Designation Meetings entitled Meetings attended 1. Bansi Mehta1 Chairman 1 1 2. Mukund Chitale2 Member 4 3 3. Srinivasa Rangan3 Member 3 2 4. Baldev Arora Member 4 4 5. Rangaswamy Iyer4 Member 3 3 6. Shubhalakshmi Panse5 Member 2 2 7. Sujal Shah6 Member - - 1up to May 31, 2023 | 2Chairman effective June 01, 2023 | 3up to December 13, 2023 | 4effective May 01, 2023 | 5effective August 01, 2023 | 6effective January 19, 2024 The Statutory Auditors, the Cost Auditors, the Chairman and Managing Director, the Whole-time Director and Chief Financial Officer (CFO), the Company Secretary, and the heads of Finance, Accounts, Costing and Internal Audit are permanent invitees to the meetings. The Board notes the minutes of the Audit Committee meetings. 3.2. Corporate Social Responsibility Committee 3.2.1 Role a) Formulating and recommending the Corporate Social Responsibility (CSR) Policy to the Board. b) Formulating and recommending to the Board the annual action plan, which must include: i) the list of CSR projects or programs that are to be undertaken ii) the manner of execution iii) the modalities of utilisation of funds and implementation schedules
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