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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