INDIAN RAYON AND INDUSTRIES LIMITED - Aditya Birla Nuvo, Ltd

123 24ØØTheagreedØNocompaniescompanyØThe Terms of Reference of the Audit Committee include various matters in conformity with the Statutory guidelines and interalia include the following:w Overview of Company’s financial reporting process and disclosure of its financial information to ensure that thefinancial statement is correct, sufficient and credible.w Recommending appointment and removal of external auditors, fixing their remuneration, fixation of audit fees etc.w Reviewing with the management the annual financial statements before submission to the Board.w Reviewing with the management, external and internal auditors, the adequacy of internal control systems.w Reviewing the adequacy of the Internal audit functions including the structure of the Internal Audit Department etc.w Discussion with Internal Auditors on any significant findings and follow up thereon.w Reviewing the findings of any internal investigations by the internal auditors where there is suspected fraud orirregularity or failure of internal control systems of a material nature and reporting the matter to the Board.w Discussion with external auditors before the audit commences of nature and scope of audit as well as post auditdiscussion to ascertain any area of concern.w Reviewing the company’s financial and risk management policies.w Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (incase of non-payment of declared dividends) and creditors.Four Audit Committee meetings have been held during the year ended 31 st March, 2001 to deliberate on the aforesaidmatters from time to time, the details of which are given in the table below.Name of DirectorNo. of MeetingsHeld AttendedMs Tarjani Vakil 4 3Mr P. Murari 4 4Mr B.R. Gupta 4 4Board should set up a “Remuneration Committee” to determine on their behalf and on behalf of the shareholders withterms of reference.Indian Rayon does not have any Executive and/or Whole-time Director on the Board. Hence a separate RemunerationCommittee is not required.Director should be a member in more than 10 committees or act as chairman of more than five committees across allin which he is a Director. Furthermore it should be a mandatory annual requirement for every director to inform theabout the committee positions he occupies in other companies and changes.As per the representations made by each of the directors, no Director of the Company is a member in more than 10Committees or Chairman of more than 5 Committees across all companies in which he/she is a Director.11.12.