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Atul Ltd | Annual Report 2016-17

ii) Conducting

» pre-audit discussions with the Auditors regarding nature and scope of the audit and post-audit discussion

to ascertain any areas of concern

» valuation of undertakings or assets, wherever necessary

iii) Formulating

» scope, functioning, periodicity and methodology for conducting the Internal Audit in consultation with the

Internal Auditor

» Code of Conduct and related matters

iv) Reviewing

» adequacy of the Internal Audit function, including the structure of Internal Audit department, staffing and

seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit

» significant transactions and arrangements entered into by the unlisted subsidiary companies

» the Auditors’ independence, performance and effectiveness of the audit process

» periodically with the Auditors the Internal Control Systems, the scope of audit including the observations

of the Auditors and the Financial Statements before submission to the Board

» the annual Financial Statements and Auditors’ Report with the Management before submission to the Board

for approval with particular reference to:

– any changes in Accounting Policies and practices

– compliance with Accounting Standards

– compliance with the Stock Exchanges and legal requirements concerning the Financial Statements

– disclosure of any Related Party Transactions

– going concern assumption

– major accounting entries involving estimates based on exercise of judgement by the Management

– matters required to be included in the Directors’ Responsibility Statement for the Directors’ Report

– qualifications in the draft Audit Report

– significant adjustments made in the Financial Statements arising out of audit findings

» 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

» financial reporting process and the disclosure of financial information to ensure that the Financial Statements

are correct, credible and sufficient

» compliance reports of all applicable laws as well as steps taken to rectify instances of non-compliances periodically

» reasons for substantial defaults, if any, in the payment to the depositors, the debenture holders, the Members

(in case of non-payment of declared dividends) and creditors

» the Financial Statements, in particular, investments made by unlisted subsidiary companies

» functioning of Whistle-blowing mechanism

» following information mandatorily:

– appointment, removal and terms of remuneration of the Chief Internal Auditor

– Internal Audit Reports relating to weaknesses in the Internal Control Systems

– 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

» 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 the purposes other than those stated

v) Others

» determining procedures for risk assessment and minimisation, and reviewing them periodically to ensure that

the Executive Management controls risks through means of a properly defined framework

» evaluating internal financial controls and Risk Management system

» recommending appointment, remuneration and terms of appointment of the Auditors and approval for

payment for any other services

» scrutinising inter-corporate loans and investments

» carrying out any other function as mentioned in the terms of reference of the Audit Committee