Integrated Annual Report 2025-26 214 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 SEBI LODR 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 hand and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the Company or any Subsidiaries of the Company. The Committee is also authorised to scrutinise intercorporate loans and investments, valuation of undertakings or assets of the Company, review the risk assessment and minimisation procedures, evaluate internal financial controls and risk management systems, monitor end use of the funds raised through public offers and related matters, review the utilisation of loans and / or advances from / investment by the Company in the subsidiary companies exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments and review compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI PIT Regulations’) at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively. The Committee is also empowered to, inter-alia, recommend to the Board, the remuneration payable to the Statutory Auditors, availing of such other permitted services from the Auditors and to recommend a change in the Auditors, if felt necessary. Further, the Committee is empowered to recommend to the Board, the appointment of Chief Financial Officer, the term of appointment and remuneration of the Cost Auditor, Secretarial Auditor, Internal Auditor, etc., review the functioning of the Whistle-blower Policy / Vigil Mechanism, to consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation, etc., on the Company and its Shareholders. The Committee also reviews Financial Statements and Investments of unlisted subsidiary companies, Management Discussion & Analysis of financial condition and results of operations, review the report submitted by monitoring agency for the utilization of proceeds of preferential issue or qualified institutions placement in addition to public issue or rights issue, etc. The Audit Committee has been granted powers as prescribed under Regulation 18(2)(c) of the SEBI LODR Regulations and reviews all the information as prescribed in Part C of Schedule II of the SEBI LODR Regulations. The Committee also reviews the Report on compliance under Code of Conduct for Prevention of Insider Trading adopted by the Company pursuant to PIT Regulations. Further, Compliance Reports under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Whistle-blower Policy are also presented before the Committee. As per Regulation 18(1)(d) of SEBI LODR Regulations and Secretarial Standard on General Meetings, the Chairperson of the Committee shall attend the General Meetings of the Company. In his/her absence, the Chairperson may authorise any other Member of the Committee in this behalf to attend the General Meetings. Pursuant to unfortunate and untimely demise on 30th July 2025, Mr. T. N. Manoharan, erstwhile Chairman of the Committee could not be present at the 79th AGM of your Company (‘79th AGM’) held through Video Conferencing facility on 31st July 2025. However, Ms. Shikha Sharma and Mr. Muthiah Murugappan, other Members of the Committee, were virtually present at the 79th AGM to address the Shareholders’ queries, if any, pertaining to Annual Accounts of the Company. Apart from the Meetings, Circular Resolution(s), whenever required, are also passed by the Members. Subsequently, these Circular Resolution(s) are noted in the Meeting held after the date on which the Circular Resolution(s) are passed by the Members.
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