The management of the Company has the overall responsibility to prepare financial statements in accordance with generally accepted accounting principles. The Company's statutory independent auditor has the responsibility to audit those financial statements. The Audit Committee's responsibility is one of overseeing the financial information. However, the Audit Committee has no obligation to provide any expert or other special assurance as to the Company's financial statements.

• Assist the Board of Directors of the Company in fulfilling its responsibilities to oversee the  Company's financial reporting process
• Monitor the integrity of the Company's financial statements;
• Monitor the independence and performance of the Company's internal and external auditors.

The Audit Committee will consist of three non-executive and independent members of the Board, who shall meet all applicable legal requirements with respect to independence, financial literacy, accounting or related financial expertise etc. The Board of Directors will appoint the members of the Audit Committee.

The following are the responsibilities of the Audit Committee. The Audit Committee may diverge from these responsibilities and may assume such other responsibility as it deems necessary or appropriate in carrying out its functions.

The responsibilities of the Audit Committee are classified under the following two heads;
a) Primary responsibilities
b) Additional responsibilities

Responsibilities in relation to Internal Audit

• Reviewing on a regular basis the adequacy of the internal audit function, including the structure and organization of the internal audit department, its staffing (including issues of qualifications), seniority of the head of the department, reporting structure, coverage and frequency of internal audit.
• Reviewing and discussing with internal auditors and management on issues / findings arising from the internal audit reports and follow up thereon. This would include reviewing the issues / findings arising from internal investigations into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the same to the Board of Directors.

Responsibilities in relation to External Audit.

• Recommending to the Board of Directors the appointment and removal of the external auditors, fixation of audit fee and also approval for payment for any other services.
• Discussion with external auditors before the audit commences of the nature, scope and approach of the audit.
• Post-audit discussion with external auditors to ascertain areas of concern.
• Review of the performance of the external auditors.
• Conducting a "post-audit review" of the financial statements and audit findings including any suggestions for improvements provided to management by the external auditors.

Responsibilities in relation to the Company's financial statements

• Review of the Company's accounting policies, internal accounting controls, financial and risk management policies and such other matters as the Audit Committee deems appropriate.
• Overseeing of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
• Review and discuss the audited financial statements with management and the external auditors and determine whether they are complete and consistent with the information known to committee members; assess whether the financial statements reflect appropriate accounting principles.
• Reviewing with management the annual financial statements before submission to the Board of Directors, focussing primarily on:
  • Any change in accounting policies and practices
  • Major accounting entries based on exercise of judgement by management
  • Qualifications in draft audit report
  • Significant adjustments arising out of audit
  • The going concern assumption
  • Compliance with accounting standards applicable to the Company
  • Any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.
• Reviewing before release of the financial statements audited or otherwise, the Director's Report, and such other statement that forms part of the Annual Report of the Company.
• Review and discuss with management and the external auditors the Company's interim financial statements / unaudited financial statements which are released or which are required to be submitted to any legal or regulatory authority (including the stock exchanges on which the securities of the Company are listed).

Other general responsibilities

• Regularly report to the Board of Directors its conclusions with respect to the various matters that the Audit Committee has considered.
• Review and reassess the adequacy of this Charter annually and submit it to the Board of Directors for consideration and approval.
• Review management's monitoring of compliance with Company's standards of Business conduct.
• Reviewing in conjunction with counsel, any legal matters that could have a significant impact on the Company's financial statement
• Overseeing compliance with SEBI / SE's requirements for disclosure of auditor's services and audit committee members and activities.
• Overseeing and reviewing of the Company's asset management policies, including an annual review of the Company's investment policies and performance for cash and short term investments.

Additional Responsibilities
In addition to the above primary responsibilities, the Audit Committee will undertake such other duties as the Board of Directors delegates to it, and will report, at least annually, to the Board regarding the Committee's examinations and recommendations.

F.Meetings

The Audit Committee will meet at least four times each year. The Audit Committee may establish its own schedule and it will provide the same to the Board of Directors in advance.

Under normal circumstances, the Managing Director, Chief Finance Officer, Head of Internal Audit within the Company and External auditors shall attend meetings of the Audit Committee. The Audit Committee may at its discretion require the attendance of such other persons from within the Company at Audit Committee meetings.

The Audit Committee would be free to meet without the presence of any or all of the above mentioned persons if it so desires.

G.Reports

The Audit Committee will record its summaries of recommendations to the Board and it will be incorporated as a part of the minutes of the Board of Directors meeting at which those recommendations are presented.

H.Minutes

The Company Secretary will maintain minutes of the meetings of the Audit Committee and it will be filed with the minutes of the meetings of the Board of Directors.

• Reviewing and making recommendations to the Board of Directors regarding the Compensation & Benefits policy for all Directors and Executive Officers of the Company, and Senior Management personnel of the Company as directed by the Board;
• Reviewing and making recommendations to the Board of Directors appropriate and suitable specific Compensation & Benefits package for Individual Directors and Executive Officers of the Company.
• Acting as Administrator of the Company's Employee Stock Option Plan drawn up from time to time and administering, within the authority delegated by the Board of Directors and within the terms and conditions of the said Plans. In its administration of the plans, the Compensation & Benefits Committee may, pursuant to authority delegated by the Board of Directors
  • Grant stock options or stock purchase rights to individuals eligible for such grants under the plans and applicable law (including grants to individuals subject to the provisions of the Securities and Exchange Board of India Act 1992 and Section 16 of the Securities Exchange Act of 1924 (the "Exchange Act") in compliance with Rule 16b-2 promulgated thereunder, so long as the Compensation Committee is comprised entirely of "disinterested persons", as such term is defined in Rule 16b-2(c)(2)(i) promulgated under the Exchange Act), and
  • Amend such stock options or stock purchase rights.
  • The Compensation Committee shall also make recommendations to the Board of Directors with respect to amendments to the plans and changes in the number of shares reserved for issuance thereunder;
• Reviewing and making recommendations to the Board of Directors regarding any other plans that are proposed for adoption or adopted by the Company for the provision of Compensation & Benefits to employees of, directors of, and consultants to the Company; Preparing such reports as may be necessary which describes:
  • the criteria on which Compensation & Benefits paid to the Chief Executive Officer for the last completed fiscal year is based;
  • The relationship of such Compensation & Benefits to the Company's performance;
  • the Compensation & Benefits policies applicable to executive officers; and
  • such other matters required to be disclosed as per applicable law by the Committee.
  • Any other matter connected to remuneration / compensation

• To consider any Investors related issues including share transfer matters / transmission matters and dealing with the Employees / Shareholder's Trust.
• To consider opening, operation and closing of the bank accounts from time to time and to nominate/change the authorized signatory with specific instructions.
• To delegate the powers, authorities and discretion vested in the directors or to issue powers of attorney to designated employees, consultants, various other officials from time to time for various purpose to act for and on behalf of the company.
• To invest surplus funds of the company as and when required and to take necessary actions in connection with such investments / deployment of funds.
• To avail short term funds and / or working capital arrangement of the Company as permitted by the Board
• To consider and allot the shares as per the options exercised by the employees of the Company (Allotment of shares other than ESOP will go to the Board)
• Any other matter connected to administration or operational requirements of the Company.