Non-Executive Independent Director of the Company w.e.f. June 01, 2023, for a period of 5 consecutive years, the said appointment is due for approval by shareholders at this Annual General Meeting. The approval of members through special resolution was taken on April 29, 2022 for Continuation of directorship of Dr. V. Nagaraja Naidu (DIN: 00003730) as a Non-Executive Director after attaining the age of 75 as per Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. BOARD COMMITTEES: The Board of Directors of the Company are having 7 (Seven) Committees as on March 31, 2023 i.e. i. Audit Committee ii. Nomination & Remuneration Committee iii. Stakeholders Relationship Committee iv. CSR Committee v. Risk Management Committee vi. Management Committee vii. Rights Issue Committee The quorum for committee meetings is as per the Companies Act and SEBI Listing Regulation. The Company Secretary of the company is acting as the Secretary in each Committee. m) Frequency and Length of Meeting of the Committees of the Board: Each Committee meets as often as necessary subject to minimum number and frequency as stipulated in its charter or as prescribed in the Act and Listing Regulations. The agenda for the Committee meeting is shared with all the members of the Committee at least 7 days in advance. 3. AUDIT COMMITTEE a) Brief description and term of reference: The Committee composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. Members of the Audit Committee possess financial accounting expertise/exposure. Terms of reference The terms of reference of the Audit Committee is in alignment with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, are as follows: i. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; ii. Recommendation for appointment, remuneration and terms of appointment of auditors; iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; iv. Reviewing with the management, the quarterly/ annual financial results/statements and auditor’s report thereon before submission to the Board for approval; - v. Reviewing with the management, the statement of uses/application of funds raised through an issue, the statement of funds utilized for purposes other than those stated in offer documents/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in the matter; vi. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process; vii. Approval or any subsequent modification of transactions of the Company with related parties; viii. Scrutiny of inter-corporate loans and investments; ix. Valuation of undertakings or assets of the Company, wherever it is necessary; x. Evaluation of internal financial controls and risk management systems; xi. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems; xii. Reviewing the adequacy of internal audit function and discussion with the internal auditors of any significant findings and follow up thereon; xiii. Reviewing 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; xiv. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xv. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, members and creditors; 157 Corporate Governance | Statutory Reports
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