Download the Annual Report 2012-13. - kiocl limited

Directors to oversee the financial reporting process. The Audit Committee consists of three Independent Directors& one Govt. Nominee upto 04-08-2012 and the same was re-constituted w.e.f. 27-09-2012 comprising of TwoIndependent Director and One Functional Director. The Chairman of the Committee is an Independent Director. Themajority of the Audit Committee members have accounting and financial management expertise. Director (Finance),Chief of Internal Audit & Statutory Auditors is the permanent invitees to the meeting. In addition, other FunctionalDirectors except CMD, Senior Managerial Personnel are also invited to the Committee meetings to present reportson the respective items being discussed as and when required. Company Secretary acts as a Secretary to theCommittee.The Audit Committee observes and controls the financial reporting process of the Company with a view to provideaccurate and proper disclosures. The Committee reviews the Internal Audit reports periodically as well as actiontaken report. The Committee also gives directions to the management in areas that needs to be strengthened. Therecommendation of the Audit Committee is binding on the Board.During the financial year 2012-13, five meetings of the Audit Committee were held on 16.04.2012, 26.05.2012,30.07.2012, 29.10.2012 and 28.01.2013. The time gap between two Audit Committee meetings is not more thanfour months.The Composition of the Audit Committee as on 31.03.2013 and the attendance of themembers at the meetings are as under:Name of DirectorS/ShriNo. of meeting held duringrespective tenureNo. of meetingAttendedN. R. Mohanty 1 3 3Upendra Prasad Singh 2 3 3Prof. V. R. Sastry 1 3 2K. Narasimha Murthy 5 5V. K. Agarwal 3 2 2Maj. Gen. (Retd.) Dr. O P Soni 3 2 21. Shri NR Mohanty & Prof. VR Sastry ceased to be the members of the Committee w.e.f. 04.08.2012.2. Shri Upendra Prasad Singh ceased to be the member of Audit Committee w.e.f. 27.09.2012.3. Shri V. K. Agarwal & Maj. Gen. (Retd.) Dr. O P Soni became member of the Audit Committee w.e.f. 27.09.2012.(b) The Terms of Reference to the Audit Committee and the powers delegated to it are as per the Listing Agreement /DPE guidelines.2.2 HR, REMUNERATION & SUSTAINABLE DEVELOPMENT COMMITTEEIn accordance to Corporate Governance guidelines for CPSEs issued by Department of Public Enterprises, the HR,Remuneration and Sustainable Development Committee of the Company has been functioning in the Company until06.08.2012.37th Annual Report 2012 - 1345 KIOCL