Shriram City Union Finance Limited - Karvy

A. Audit CommitteeThe members of the Audit Committee as on March 31, 2011 are:1. Mr. Sunil Varma- Chairman2. Mr.S. Krishnamurthy3. Mr. S Venkatakrishnan4. Mr. Mukund Govind Diwan5. Mr. Ranvir Dewan6. Mrs. Lakshmi PraneshTerms of Reference:To oversee the financial reporting processTo recommend appointment and re-appointment of Auditors and their remunerationApproval of payment to Statutory Auditors for any other services rendered by the Statutory AuditorsReviewing, with the management, the Financial Statements before submission to the BoardTo ensure proper disclosure in the quarterly , half yearly and Audited Financial StatementsReviewing the adequacy of internal audit function including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure , coverage and frequency ofinternal auditDiscussing with Internal Auditors on any significant findings and follow up there onReviewing the findings of any internal examinations by the Internal Auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting thematter to the BoardDiscussion with Statutory Auditors before the audit commences, about the nature and scope of audit as wellas post-audit discussion to ascertain any area of concern.To discuss with management, the senior internal audit executives and the Statutory Auditor/s, theCompany’s major risk exposures and guidelines and policies to govern the processes by which riskassessment and risk management is undertaken by the Company, including discussing the Company’smajor financial risk exposures and steps taken by management to monitor and mitigate such exposures andfrom time to time conferring with another Committee/s of the Board about risk exposures and policieswithin the scope of such other Committee’s oversight.To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non payment of declared dividends) and creditors, if any.To review the functioning of the Whistle Blower MechanismTo approve appointment of Chief Financial Officer (CFO) of the Company( person heading the financefunction or discharging that function) .To have management discussion and analysis of financial condition and results of operations;To review significant related party transactionsManagement letters/letters of internal control weaknesses issued by the Statutory Auditors117