

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