CORPORATE GOVERNANCE 203 The Board Board Committees as on 31st March, 2024: Chairperson Members * Ceased to be a Director and as such, a Chairperson/Member w.e.f 1st May, 2024. ** Voluntary Committee Mr. T.N. Manoharan Mr. Vikram Singh Mehta Ms. Shikha Sharma Mr. Haigreve Khaitan Audit Committee Mr. Haigreve Khaitan Mr. Anand G. Mahindra Dr. Vishakha N. Desai* Mr. Muthiah Murugappan Stakeholders Relationship Committee Mr. T. N. Manoharan Dr. Anish Shah Mr. Rajesh Jejurikar Ms. Shikha Sharma Mr. Vikram Singh Mehta Mr. Haigreve Khaitan Risk Management Committee Mr. Anand G. Mahindra Mr. Vikram Singh Mehta Mr. T. N. Manoharan Ms. Shikha Sharma Strategic Investment Committee** Dr. Vishakha N. Desai* Mr. Anand G. Mahindra Dr. Anish Shah Mr. Vikram Singh Mehta Mr. Muthiah Murugappan Corporate Social Responsibility Committee Mr. Vikram Singh Mehta Ms. Shikha Sharma Mr. Haigreve Khaitan Ms. Nisaba Godrej Governance, Nomination and Remuneration Committee A. Audit Committee This Committee comprises of the following Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan. Subsequent to the year end, the Board at its Meeting held on 16th May, 2024, re-constituted the Audit Committee with effect from 8th August, 2024 and inducted Mr. Muthiah Murugappan as a Member in place of Mr. Vikram Singh Mehta upon completion of his tenure as an Independent Director on 7th August, 2024. Post the re-constitution with effect from 8th August, 2024, the Audit Committee would comprise of four Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma, Mr. Haigreve Khaitan and Mr. Muthiah Murugappan. All the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. Key Terms of Reference of the Committee: The terms of reference of this Committee are very wide and are in line with the regulatory requirements mandated by the Act and Part C of Schedule II of the Listing Regulations. Besides having access to all the required information from within the Company, the Committee can obtain external professional advice whenever required. The Committee acts as a link between the Statutory and the Internal Auditors and the Board of Directors of the Company. It is authorised to, inter alia, review and monitor the Auditor’s independence and performance, scope and effectiveness of audit process, oversight of the Company’s financial reporting process and the disclosure of its financial information, review with the management the quarterly and annual financial statements and auditor’s report before submission to the Board for approval, select and establish accounting policies, review Reports of the Statutory and the Internal Auditors and meet with them to discuss their findings, suggestions and other related matters, their independence on quarterly basis, review of Non-Audit Services rendered by the Statutory Auditors, to consider and grant prior approval for the related party transactions including material related party transactions in terms of Regulation 23 read with Regulation 2(1)(zc) and Regulation 2(1)(zb) of the Listing Regulations, granting omnibus approvals for related party transactions subject to fulfilment of certain conditions and quarterly reviews thereof, approve transaction(s) of the Company or any Subsidiaries of the Company on one
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