Investor Presentaiton
ANNUAL
REPORT
2018-2019
62
Condition
No.
Title
Compliance Status
(Put in the
appropriate column)
Remarks
Complied
Not
Complied
(if any)
Condition
No.
Complied
Not
Complied
Title
Compliance Status
(Put in the
appropriate column)
Complied
Complied
Not
Complied
Not
Complied
ANNUAL
REPORT
2018-2019
Remarks
(if any)
3(3)(b)
3(3)(c)
The MD or CEO and CFO shall also certify that there are, to the
best of knowledge and belief, no transactions entered into by the
company during the year which are fraudulent illegal or violation
of the code of conduct for the company's Board or its member;
The certification of the MD or CEO and CFO shall be disclosed
in the Annual Report.
5(3)(b)
4.
Board of Director's Committee. For ensuring good governance in the company, the Board shall have at least
following sub-committees:
5(3)(c)
4(i)
Audit Committee;
V
4(ii)
Nomination and Remuneration Committee
Formation of NRC is
under process
5(4)(a)
5.
Audit Committee
5(1)
Responsibility to the Board of Directors
5(4)(b)
5(1)(a)
The company shall have an Audit Committee as a sub-
committee of the Board;
5(1)(b)
5(1)(c)
5(2)(a)
5(2)(b)
5(5)
5(5)(a)
5(5)(b)
5(5)(c)
5(5)(d)
5(2)(c)
5(2)(d)
The Audit Committee shall assist the Board of Directors in
ensuring that the financial statements reflect true and fair view
of the state of affairs of the company and in ensuring a good
monitoring system within the business;
The Audit Committee shall be responsible to the Board; the
duties of the Audit Committee shall be clearly set forth in writing.
The Audit Committee shall be composed of at least 3 (three) members;
The Board shall appoint members of the audit committee who
shall be non-executive directors of the company excepting
Chairperson of the Board and shall include at least 1 (one)
independent director;
All members of the audit committee should be "financially
literate" and at least I (one) member shall have accounting or
related financial management background and 10(ten) years of
such experience;
When the term of service of any Committee members expires
or there is any circumstance causing any Committee member
to be unable to hold office before expiration of the term of
service, thus making the number of the Committee members
to be lower than the prescribed number of 3 (three) persons,
the Board shall appoint the new Committee member to fill up
the vacancy immediately or not later than 1 (one) month from
the date of vacancy in the Committee to ensure continuity of the
performance of work of the Audit Committee;
The company secretary shall act as the secretary of the
Committee.
5(2)(e)
5(2)(f)
The quorum of the Audit Committee meeting shall not constitute
without at least 1 (one) independent director.
5(3)(a)
The Board of Directors shall select 1 (one) member of the Audit
Committee to be Chairperson of the Audit Committee, who shall
be an Independent director;
5(5)(e)
5(5)(f)
In the absence of the Chairperson of the audit committee,
the remaining members may elect one of themselves as
Chairperson for that particular meeting, in that case there shall
be no problem of constituting a quorum as required under
condition No.5(4)(b) and the reason of absence of the regular
chairperson shall be duly recorded in the minutes.
Chairperson of the Audit Committee shall remain present in the
Annual General Meeting (AGM):
The Audit Committee shall conduct at least its four meetings
in a financial year: Provided that any emergency meeting in
addition to regular meeting may be convened at the request of
any one of the members of the Committee;
The quorum of the meeting of the Audit Committee shall be
constituted in presence of either two members or two third
of the members of the Audit Committee, whichever is higher,
where presence of an independent director is a must.
Role of Audit Committee
The Audit Committee shall:
Will attend in upcoming
AGM.
Oversee the financial reporting process;
Monitor choice of accounting policies and principles;
Monitor Internal Audit and Compliance process to ensure that
it is adequately resourced, including approval of the Internal
Audit and Compliance plan and review of the Internal Audit and
Compliance Report;
Oversee hiring and performance of external auditors.
Hold meeting with the external or statutory auditors for review
of the annual financial statements before submission to the
Board for approval or adoption;
Review along with the management, the annual financial
statements before submission to the board for approval;
5.5(g)
5.5(h)
Review along with the management, the quarterly and half yearly
financial statements before submission to the board for approval;
Review the adequacy of internal audit function;
5(5)(i)
Review the Management's Discussion and Analysis before
disclosing in the Annual Report;
Review statement of all related party transactions submitted by
the management;
Review Management Letters or Letter of Internal Control
weakness issued by statutory auditors.
5(5)(1)
Oversee the determination of audit fees based on scope and
magnitude, level of expertise deployed and time required for effective
audit and evaluate the performance of external auditors;
ā
5(5)(j)
5(5)(k)
63View entire presentation