TERMS OF REFERENCE OF AUDIT COMMITTEE

   Board unanimously resolved the following terms of reference of Audit committee:

1. Determination of appropriate measures to safeguard the company’s assets;
2. Review of annual and interim financial statements of the company, prior to their approval by the board, focusing on;

1. major judgmental areas;
2. significant adjustments resulting from the audit;
3. going concern assumption;
4. any changes in accounting policies and practices;
5. compliance with applicable accounting standards;
6. compliance with the regulations of code of corporate governance and other statutory and regulatory requirements; and
7. all related party transactions;

3. Review of the preliminary announcements of results prior to external communication and publication;
4. Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
5. Review of management letter issued by external auditors and managements’ response thereto;
6. Ensuring coordination between the internal and external auditors of the company;
7. Review of the scope and extent of internal audit, audit plan, reporting frame work and procedures and ensuring that the internal audit function as adequate resources and is appropriately placed within the company;
8. Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto;
9. Ascertaining the internal control systems including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective;
10. Review of the company’s statement on internal control systems prior to endorsement by the Board and internal audit reports;
11. Instituting special projects, value for money studies or other investigations on any matter specified by the  Board, in consultation with Chief executive officer and to consider remittance of any matter to the external auditors or to any other external body;
12. Determination of compliance with relevant statutory requirements;
13. Monitoring compliance with the regulations (including code of corporate governance) and identification of significant violation thereof;
14. Review of arrangement for staff and management to report to audit committee in confidence, concerns, if any, about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;
15. Recommend to the Board the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the company by the external auditors in addition to audit of its financial statements, measures for redressal and rectification of non-compliances with the regulations. The Board shall give due consideration to the recommendations of the audit committee and where it acts otherwise it shall record the reasons thereof;

Consideration of any other issue or matter as may be assigned by the board;

           TERMS OF REFERENCE OF HUMAN RESOURCE AND REMUNERATION COMMITTEE

     Board unanimously resolved the following terms of reference of Human Resources and    

     Remuneration Committee:

1. Recommendation to the Board for consideration and approval a policy framework for determining remuneration of Directors (both executive and non-executive Directors and members of senior management). The definition of senior management will be determined by the Board which shall normally include the first layer of management below the chief executive officer level;
2. undertaking annually, a formal process of evaluation of performance of the Board as a whole and its committees either directly or by engaging external independent consultant and if so appointed, a statement to that effect shall be made in the Directors’ report disclosing therein name and qualification of such consultant and major terms of his/its appointment;
3. recommending human resource management policies to the Board;
4. recommending to the Board the selection, evaluation, development, compensation (including retirement benefits) of chief operating officer, chief financial officer, company secretary, and head of internal audit;
5. consideration and approval on recommendation of chief executive officer on such matters for key management positions who report directly to chief executive officer or chief operating officer; and
6. where human resource and remuneration consultants are appointed, they shall disclose to the committee their credentials and as to whether they have any other connection with the company.

Last date updated 2020-09-22 02:30:57