The Committee’s Composition meets the requirements of
Section 177 of the Companies Act 2013 and Regulation 18 of
Listing Regulations. Members of the committee possess sound
knowledge of accounts, audit, banking, finance and internal
controls.
Mr Ram Chandra Rawat, Executive V P (A&T) & Company
Secretary acts as the Secretary of the Audit Committee. The
Chairman of the Audit Committee also attended the last Annual
General Meeting of the Company held on 7th September 2015.
Terms of Reference of Audit Committee
The Terms of reference of Audit Committee as per Provisions
of Companies Act 2013 read with Listing Regulations inter alia
includes the following:
a) Overseeing the Company’s financial reporting process and
disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible.
b) Recommending to the Board, the appointment/ re-
appointment, and if required, replacement or removal of
the statutory auditors, fixation of audit fee and approving
payments for any other service rendered by statutory
auditors.
c) Discussion with the statutory auditors about the nature and
scope of audit as well as post audit discussion to ascertain
areas of concern, if any.
d) Recommending to the Board of Directors, the appointment
/ re-appointment of Cost Auditor of the Company.
e) Reviewing with the management, annual financial
statements and auditors report thereon before submission
to the Board for approval, with particular reference to:
i. Matter required to be included in the Directors
Responsibility Statement to be included In the Board’s
Report in terms of Section 134 (3) (c) of the Companies
Act 2013.
ii. Changes, if any, in accounting policies and practices
and reasons of the same.
iii. Major Accounting entries involving estimates based on
exercise of judgement by management.
iv. Significant adjustments made in financial statements
arising out of Audit.
v. Compliances with the listing and other legal
requirements relating to financial statements.
vi. Disclosure of Related Party Transactions.
vii. Qualification in draft audit report.
f) Reviewing with the management, the quarterly, half yearly
and annual financial statements before submission to the
Board.
g) Reviewing with the internal auditor and statutory auditors,
the adequacy of internal controls and steps taken for
strengthening the areas of weakness in internal controls.
h) Reviewing the adequacy of internal audit function in the
Company and discussing the findings and follow up with
the internal auditors.
i) Reviewing the findings of any internal investigations by
the internal auditors into matters where there is suspected
fraud or irregularity or failure of internal control systems of
a material nature and reporting the matter to the Board.
j) Evaluation of internal control and risk management system.
k) Reviewing with the management, the statements of uses/
application of funds raised through an issue.
l) Review and monitor the Auditor’s independence and
performance and effectiveness of audit process.
m) Approval or any subsequent modification of transaction of
the Company with related parties.
n) Review of inter-corporate loans and investments.
o) Looking into the reasons for substantial defaults, if any,
Audit Committee
During the year 2015-16, the Committee met four (4) times i.e 29th April 2015, 20th July 2015, 20th October 2015, and 27th
January 2016. The Composition of the Committee and details of meetings attended by the directors are as follows:
Name
Category
Designation
No. of Meetings held during
his tenure and Attended
Mr. Raj Kumar Bhargava
Independent
Chairman
4
Mr. Ashok Kajaria
Executive
Member
4
Mr. Ram Ratan Bagri
Independent
Member
4
Mr. H. Rathnakar Hegde
Independent
Member
4
Mr. Debi Prasad Bagchi
Independent
Member
4
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KAJARIA CERAMICS LIMITED
