In English - Bharat Heavy Electricals Ltd.

7. Reviewing the adequacy of internal audit
function, if any, including the structure of the
internal audit department, staffing and seniority
of the official heading the department, reporting
structure coverage and frequency of internal
audit.
8. Discussion with internal auditors any significant
findings and follow up there on.
9. Reviewing the findings of any internal
investigations by the internal auditors into
matters where there is suspected fraud or
irregularity or a failure of internal control
systems of a material nature and reporting the
matter to the Board.
10. (i) Discussion with Statutory Auditors / Internal
Auditors periodically about internal control
systems.
(ii) Discussion with Statutory Auditors before
the audit commences, about the nature and
scope of audit as well as post-audit
discussion to ascertain any area of concern
including observations of the Auditors.
11. 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.
12. To review the functioning of the Whistle Blower
Mechanism, in case the same is existing.
13. To review the Audit Paras referred to BLAC by
the Internal Audit / Board and / or Govt. of India
and to provide its suggestions / guidance /
comments on the issues referred to it.
14. Carrying out any other function as is mentioned
in the terms of reference of the Audit
Committee.
ii. Composition of Committee, name of
members & Chairman and Attendance :
The Audit Committee comprises of a majority of
Independent Directors as mandated by the Listing
Agreement. Further, the Committee is chaired by an
ANNUAL REPORT 2011-12
73
Independent Director. The member directors comprise
of professionals of repute and standing with
background in commerce, finance, administration and
governance, both national and international.
The Audit Committee was last reconstituted on 4th April,
2011. The Committee comprises of the following
directors:
Name of the Position No. of No. of
Director Meetings Meetings
S/ Shri held during
their tenure
attended
S. Ravi
(Part-time Nonofficial
Director)
Chairman 10 10
Chairman
(w.e.f 16.05.2011)
Member 1 1
Ambuj Sharma Member 10 10
(Part-time official (w.e.f.
Director) 04.04.2011)
M.A. Pathan
(Part-time Nonofficial
Director)
Chairman 1 0
(Chairman
up to 15.05.2011)
Smt. Reva Nayyar
(Part-time Non-
Member 10 9
official Director) Member 11 11
Company Secretary acts as the Secretary to the
Committee. Director (Finance), Head of Internal Audit
and a representative of Statutory Auditors attend the
meetings as invitees.
iii. MEETINGS OF AUDIT COMMITTEE
DURING 2011-12
The Audit Committee met eleven times on 4th April,
2011, 16th May, 2011, 23rd May, 2011, 10th June, 2011,
1th July, 2011, 26th July, 2011, 28th September, 2011,
14th November, 2011, 5th December, 2011, 27th January,
2012 and 2nd March, 2012 during the year 2011-12.
4. Remuneration Committee
i. Remuneration policy
BHEL being a Public Sector Undertaking, the
appointment and remuneration of CMD / Functional
Directors are decided by the Govt. of India. The parttime
non-executive directors are not paid any
remuneration except sitting fees for attending meetings