Report On Corporate Governance Report On . - Tata Power
Report �The Tata philosophy of management has always been, and is today more than ever, that corporate enterprises must bemanaged not merely in the interests of their owners, but equally in those of their employees, of the consumers of their products,of the local community and finally the country as a whole.”- Jamsetji N. TataCompany’s Philosophy on CorporateGovernanceThe essence of Corporate Governance is about maintainingthe right balance between economic, social, individual andcommunity goals. At Tata Power, good corporate governanceis a way of life and the way we do our business, encompassingevery day’s activities and is enshrined as a part of our way ofworking. The Company is focused on enhancement of longterm value creation for all stakeholders without compromisingon integrity, societal obligations, environment and regulatorycompliances. Our actions are governed by our values andprinciples, which are reinforced at all levels of the organisation.These principles have been and will continue to be our guidingforce in future.For your Company, good corporate governance is a synonymfor sound management, transparency and adequate disclosure,encompassing good corporate practices, procedures,standards and implicit rules which propel a company to takesound decisions. As a Company with a strong sense of valuesand commitment, Tata Power believes that profitability mustgo hand in hand with a sense of responsibility towards allstakeholders. This is an integral part of Tata Power’s businessphilosophy. The cardinal principles such as independence,accountability, responsibility, transparency, trusteeship anddisclosure serve as means for implementing the philosophy ofCorporate Governance.This philosophy is reflected and practised through the TataCode of Conduct (TCoC), the Tata Business Excellence Modeland the Tata Code of Conduct for Prevention of Insider Tradingand Code of Corporate Disclosure Practices. Further, thesecodes allow the Board to make decisions that are independentof the management. The Company is committed to focus itsenergies and resources in creating and positively leveragingshareholders’ wealth and, at the same time, safeguarding theinterests of all stakeholders. This is our path to sustainable andprofitable existence and growth.The Company has adopted Governance Guidelines to helpfulfil its corporate responsibility towards its stakeholders.The Governance Guidelines cover aspects related to compositionand role of the Board, Chairman and Directors, Board diversity,director’s term, retirement age and committees of the Board.It also covers aspects relating to nomination, appointment,induction of directors, director’s remuneration, subsidiaryoversight, Board effectiveness review.The Company is in compliance with the requirements stipulatedunder Regulation 17 to 27 read with Schedule V and clauses (b)to (i) of sub-regulation (2) of Regulation 46 of the Securities andExchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (Listing Regulations), asamended from time to time, including relaxations granted bythe Ministry of Corporate Affairs (MCA) and the Securities andExchange Board of India (SEBI) from time to time on account ofthe COVID-19 pandemic, with regard to corporate governance.The various material aspects of corporate governance and the Company’s approach to them are discussed in the table below:Table 1Material AspectCompany’s ApproachAvoidanceof conflict ofinterestChairmanship of the Board is a non-executive position and separate from that of the Chief Executive Officer and ManagingDirector (CEO & Managing Director). The Code of Conduct for Non-Executive Directors (NEDs), and for IndependentDirectors (IDs), carries explicit clauses covering avoidance of conflict of interest. Likewise, there are explicit clauses in theTCoC prohibiting any employee - including the Managing Director (MD) and Executive Directors (EDs) - from acceptingany position of responsibility, with or without remuneration, with any other organisation without Company’s prior writtenapproval. For MD and EDs, such approval must be obtained from the Board.Board independence The TCoC, which defines the governance philosophy at Tata Power, emphasizes fairness and transparency to alland minoritystakeholders. Shareholders can communicate any grievance to the Company Secretary’s office through a well-publicizedshareholders’channel, where complaints are tracked to closure. The Stakeholders’ Relationship Committee oversees the redressal ofintereststhese complaints. The Annual General Meeting (AGM) is another forum where they can interact with the Board.Values, Ethics andTata Power consistently adheres to the highest principled conduct and has earned its reputation for trust and integrity incompliancethe course of building a highly successful global business. The Company’s core values are SCALE viz. Safety, Care, Agility,Learning and Ethics.TCoC, which every employee signs at the time of joining the Company, serves as a moral guide and a governing frameworkfor responsible corporate citizenship. Periodic refresher courses are conducted to ensure continued awareness of thecode, and employee communications from the leadership reiterate the importance of our values and the TCoC.Customers and suppliers are made aware of the TCoC principles in contract discussions, and through inclusion of specificclauses in proposals and contracts. The Tata Power Supplier Code of Conduct is shared with suppliers as part of theprocurement process and is published on the Tata Power website.Changes to legislation are closely monitored, risks are evaluated and effectively managed across our operations. Avenueshave been provided for all employees and stakeholders to report concerns or non-compliance which are investigated andaddressed by following due process. At the apex level, the Audit Committee oversees compliance to internal policies andexternal regulations.200The Tata Power Company Limited Integrated Annual Report 2019-20
Material AspectCompany’s ApproachBoard of DirectorsOverviewSuccession planning Succession planning is an integral part of the operations of the Company.Succession planning of senior management is reviewed by the Board. Business and Unit Heads are invited to presenton specific topics at Board meetings from time to time, offering an opportunity for the Directors to assess their values,competencies and capabilities.i. The Board is the focal point and custodian of corporate governance for the Company. The Company recognizes andembraces the benefits of having a diverse Board and sees increasing diversity at Board level as an essential element inmaintaining a competitive advantage. A truly diverse Board will include and make good use of differences in the skills,regional and industry experience, background, gender and other distinctions between directors. These differences will beconsidered in determining the optimum composition of the Board and when possible, will be balanced appropriately.Our Emphasis on Valueii. The size and composition of the Board as on 31st March 2020 is as under:Table 2Size and composition of the Board50301031Independent, Non-Executive(including 2 Women Directors)Nominee Director% to total number of DirectorsOur Value-creation umber of DirectorsAs on 31st March 2020, the Company has 10 (ten) Directors. Out of 10, 5 (five) (i.e. 50%) are Independent, Non-Executive, 4(four) (i.e. 40%) are Non-Independent, Non-Executive (including a Nominee Director) and 1 (one) (i.e. 10%) is Executive.None of the Directors is a member of more than ten committees or chairperson of more than five committees across all thepublic limited companies in which he/she is a Director.Statutory ReportsNone of the Directors held Directorship in more than 7 (seven) listed companies. Further, none of the IDs of the Companyserved as an ID in more than 7 (seven) listed companies. None of the IDs serving as a whole-time director/managing directorin any listed entity serves as an ID of more than 3 (three) listed entities. None of the Directors held directorship in more than20 (twenty) Indian companies, with not more than 10 (ten) public limited companies.All IDs of the Company have been appointed as per the provisions of the Companies Act, 2013 (the Act) and Listing Regulations.Formal letters of appointment have been issued to the IDs. The Chairman of the Company is a NED and not related to the CEO& Managing Director.iv.Four Board meetings were held during the year under review and the gap between two meetings did not exceed 120 days.The said Meetings were held on 2nd May 2019, 1st August 2019, 8th November 2019 and 29th January 2020.v. Audio Visual conferencing facilities are used to facilitate directors travelling or present at other locations, toparticipate in meetings.Future ready for smart choices201Financial Statementsiii. The composition of the Board is in compliance with the requirements of the Act and Regulation 17 of the Listing Regulations.The profile of the Directors can be accessed on our website at tors.aspx.
Report on Corporate Governancevi. There are no inter-se relationships between the Board members. The Company has not issued any convertible instruments.vii. The details of each member of the Board during the year ended as on 31st March 2020 and their attendance atBoard Meetings and the last AGM are provided hereunder:Table 3Sl. Name of theNo. DirectorCategory ofDirectorshipNumber ofBoardMeetingsattendedduringFY20No. of otherNo. ofNo. ofDirectorship in otherWhetherCommitteeshareslisted entitiesattended Directorships***positions heldheld in the (category of directorship)last AGMheld on Chair- Member Chair- Member Company18th June personperson20191.Mr. N. Chandrasekaran,ChairmanDIN: 0002.Mr. Nawshir H. Mirza#DIN: a Consultancy Services Limited(Non-Independent,Non-Executive)Tata Steel Limited(Non-Independent,Non-Executive)Tata Motors Limited(Non-Independent,Non-Executive)The Indian Hotels CompanyLimited(Non-Independent,Non-Executive)Tata Consumer Products Limited(Formerly known as ‘Tata GlobalBeverages Limited’)(Non-Independent,Non-Executive)NA3.Mr. Deepak M.Satwalekar DIN: .Ms. Anjali BansalDIN: 00207746Independent,Non-Executive4Yes0704NilApollo Tyres Limited(Independent, Non-Executive)Voltas Limited(Independent, Non-Executive)Bata India Limited(Independent, Non-Executive)Siemens Limited(Independent, Non-Executive)Tata Power Renewable EnergyLimited(Debt listed)(Independent, Non-Executive)5.Ms. Vibha PadalkarDIN: 01682810Independent,Non-Executive4Yes0312NilHDFC Life Insurance CompanyLimited(CEO & Managing Director)6.Mr. Sanjay V.BhandarkarDIN: 01260274Independent,Non-Executive4Yes065416,262(As a jointholder)HDFC Asset ManagementCompany Limited(Independent, Non-Executive)S Chand and Company Limited(Independent, Non-Executive)Walwhan Renewable EnergyLimited(Debt listed)(Independent, Non-Executive)Tata Power Renewable EnergyLimited(Debt listed)(Independent, Non-Executive)202The Tata Power Company Limited Integrated Annual Report 2019-20
Sl. Name of theNo. DirectorCategory ofDirectorshipNo. of otherNo. ofNo. ofDirectorship in otherWhetherCommitteeshareslisted entitiesattended Directorships***positions heldheld in the (category of directorship)last AGMheld on Chair- Member Chair- Member Company18th June personperson20197.Mr. K. M. ChandrasekharDIN: 06466854Independent,Non-Executive4No0403NilCoastal Gujarat Power Limited(Debt listed)(Independent, Non-Executive)8.Mr. Ashok Sinha@DIN: 00070477Independent,Non-Executive3Yes0642NilCipla Limited(Independent, Non-Executive)OverviewNumber ofBoardMeetingsattendedduringFY20J. K. Cement Limited(Independent, 1NilNon-IndependentNon-Executive4Yes4202Nil11. Mr. Banmali AgrawalaDIN: 0012002912. Mr. Praveer Sinha&, CEO& Managing DirectorDIN: 110Nil4Yes4000NilExecutiveNANANANANANANA***# @& Excludes directorship in the Company, private companies, foreign companies and companies under Section 8 of the Act.Pertains to memberships/chairpersonships of the Audit Committee and Stakeholders' Relationship Committee of Indian public companies (excludingthe Company) as per Regulation 26(1)(b) of the Listing Regulations.Consequent upon the completion of his term as an ID, Mr. Mirza ceased to be a Director effective 12th August 2019.Consequent upon the completion of his term as an ID, Mr. Satwalekar ceased to be a Director effective 12th August 2019.Appointed as an Additional and Independent Director effective 2nd May 2019. His appointment was approved by the Members at the AGM held on18th June 2019.Mr. Praveer Sinha, CEO & Managing Director is not an ID of any other listed company.Mr. Ashok S. Sethi superannuated as COO & Executive Director of the Company effective 30th April 2019.IDs are NEDs as defined under Regulation 16(1)(b) of theListing Regulations read with Section 149(6) of the Actalong with rules framed thereunder. In terms of Regulation25(8) of the Listing Regulations, they have confirmed thatthey are not aware of any circumstance or situation whichexists or may be reasonably anticipated that could impairor impact their ability to discharge their duties. Basedon the declarations received from the IDs, the Board ofDirectors has confirmed that they meet the criteria ofindependence as mentioned under Regulation 16(1)(b)of the Listing Regulations and that they are independentof the management. Further, declaration on compliancewith Rule 6(3) of the Companies (Appointment andQualifications of Directors) Rules, 2014 as amended byMCA Notification dated 22nd October 2019 regarding theFuture ready for smart choices203Financial Statementsviii. Necessary disclosures regarding committee positions inother public companies as on 31st March 2020 have beenmade by the Directors.ix.Tata Power Renewable EnergyLimited(Debt listed)(Non-Independent,Non-Executive)NAStatutory Reports13. Mr. Ashok S. Sethi ,COO & ExecutiveDirectorDIN: 01741911Tata Steel Limited(Non-Independent,Non-Executive)Tata AIG General InsuranceCompany Limited(Debt listed)(Non-Independent,Non-Executive)NilOur Value-creation ParadigmMr. Hemant Bhargava(Nominee of LifeInsurance Corporationof India (LIC) as anequity investor)DIN: 0192271710. Mr. Saurabh AgrawalDIN: 02144558Maithon Power Limited(Debt listed)(Independent, Non-Executive)Voltas Limited(Nominee Director)Larsen & Toubro Limited(Nominee Director)ITC Limited(Nominee Director)Our Emphasis on ValueCoastal Gujarat Power Limited(Debt listed)(Independent, Non-Executive)
Report on Corporate Governancex.requirement relating to the enrolment in the Data Bankcreated by MCA for IDs, has been received from all the IDs.disclosure. The Board periodically evaluates the need forchange in its composition and size.Skills/expertise/competencies of the Board of DirectorsThe Company requires skills/expertise/competenciesin the areas of strategy, finance, leadership, technology,governance, mergers and acquisitions, human resources,etc. to efficiently carry on its core businesses such asgeneration, distribution and transmission of thermal/renewables/hydro power, power trading, solar photovoltaic(PV) manufacturing and associated engineering,procurement and construction (EPC) services, coal minesand logistics.The Board is satisfied that the current composition reflectsa mix of knowledge, skills, experience, diversity andindependence. The Board provides leadership, strategicguidance, objective and an independent view to theCompany’s management while discharging its fiduciaryresponsibilities, thereby ensuring that the managementadheres to high standards of ethics, transparency andThe Board has identified the following skills/expertise/competencies fundamental for the effective functioning of theCompany which are currently available with the Board:Table 4Name of the DirectorArea of ipTechnicalHRGovernanceM&AGovernment/RegulatoryMr. N. Chandrasekaran Ms. Anjali Bansal - --Ms. Vibha Padalkar - -Mr. Sanjay V. Bhandarkar -- -Mr. K. M. Chandrasekhar - - Mr. Ashok Sinha Mr. Hemant Bhargava - Mr. Saurabh Agrawal -- Mr. Banmali Agrawala - - Mr. Praveer Sinha - xi. Changes in Board compositionChanges in board composition during FY20 are tabled hereunder:Table 5Sl. Name of the DirectorNo.Nature of changeDate of change1.Mr. Ashok S. SethiSuperannuated as COO & Executive Director of the Company2.Mr. Ashok SinhaAppointed as an Additional and Independent Director. His appointment was approved by the 2nd May 2019Members at the AGM held on 18th June 201930th April 20193.Mr. Nawshir H. MirzaConsequent upon the completion of his term as an ID, Mr. Mirza ceased to be a Director.4.Mr. Deepak M. Satwalekar Consequent upon the completion of his term as an ID, Mr. Satwalekar ceased to be a Director. 12th August 201912th August 2019None of the IDs have resigned before the expiry of their respective tenures during FY20.xii. Term of Board membershipThe Nomination and Remuneration Committee (NRC)determines the appropriate characteristics, skills andexperience required for the Board as a whole and forindividual members. Board members are expected topossess the required qualifications, integrity, expertise andexperience for the position. They also possess expertiseand insights in sectors/areas relevant to the Company andhave ability to contribute to the Company’s growth. As perthe existing Guidelines, the retirement age for MD/ EDs is65 years, NEDs is 70 years and IDs is 75 years.204xiii. Selection and appointment of new directorsThe Tata Power Company Limited Integrated Annual Report 2019-20The Board is responsible for the appointment of newdirectors. The Board has delegated the screeningand selection process for new directors to the NRC.Considering the existing composition of the Boardand requirement of new domain expertise, if any, theNRC reviews potential candidates. The assessment ofmembers to the Board is based on a combination ofcriteria that include ethics, personal and professionalstature, domain expertise, gender diversity andspecific qualification required for the position. Thepotential Board member is also assessed on the basis
xiv. Letter of appointment issued to IndependentDirectorsxv. Information provided to the Boardxvi. Meeting of Independent DirectorsDuring the year under review, a separate meeting of theIDs was held on 18th March 2020. At the said meeting, theIDs reviewed the performance of the NEDs, of the Boardas a whole and the Chairman, after considering the viewof the ED and the NEDs. They also assessed the quality,quantity and timeliness of flow of information betweenthe Company’s management and the Board.Mr. Ramesh N. Subramanyam, Chief Financial Officer(CFO) of the Company is the ‘Compliance Officer’ interms of this Code.xx. Remuneration to DirectorsDetails of remuneration to NEDs during and for theyear under review:(Gross Amount in ) Table 6Sl. Name ofNo. the DirectorforAll Board members of the Company are accorded everyopportunity to familiarize themselves with the Company,its management, its operations and above all, the Industryperspective and issues. They are made to interact withsenior management personnel and proactively providedwith relevant news, views and updates on the Companyand sector. All the information/documents sought bythem are also shared with them for enabling a goodunderstanding of the Company, its various operations andthe industry of which it is a part.xviii. Code of ConductThe Company has adopted the Code of Conduct forNEDs including IDs which provides for details as laid1.Mr. N. Chandrasekaran Chairman2,40,000-2.Mr. Nawshir H. Mirza 1,50,00024,00,0003.Mr. Deepak M.Satwalekar 1,20,00019,00,0004.Ms. Anjali Bansal3,90,00051,00,0005.Ms. Vibha Padalkar4,80,00058,00,0006.Mr. Sanjay V. Bhandarkar4,50,00055,00,0007.Mr. K. M. Chandrasekhar3,00,00051,00,0008.Mr. Ashok Sinha&2,70,00040,00,0009.Mr. Hemant Bhargava@1,80,00040,00,00010. Mr. Saurabh Agrawal #2,40,000-11. Mr. Banmali Agrawala #2,40,000-*Commission relates to the financial year ended 31st March 2020, whichwas approved by the Board on 19th May 2020, to be paid during FY21. As per the policy, Mr. N. Chandrasekaran has abstained from receivingcommission from the Company. Ceased to be Directors of the Company on account of completion of theirterm of appointment as IDs effective 12th August 2019.Future ready for smart choices205Financial StatementsDetails of the familiarisation program on cumulative basisare available on the Company’s website at amiliarisationprogramme-for-directors.pdf.Sitting Fees paid Commission forduring FY20FY20*Statutory Reportsxvii. Details of familiarisation programmesDirectors including Independent DirectorsIn accordance with the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations, 2015,as amended from time to time, the Board of Directorsof the Company has adopted the Tata Code of Conductfor Prevention of Insider Trading and Code of CorporateDisclosure Practices (the Code). All the Promoters,Directors, Employees of the Company and its materialsubsidiaries, who are Designated Persons and theirImmediate Relatives and other Connected Persons such asauditors, consultants, bankers, etc. who could have accessto the unpublished price sensitive information of theCompany, are governed under this Code.Our Value-creation ParadigmDuring FY20, information as mentioned in Part A ofSchedule II of the Listing Regulations, has been placedbefore the Board for its consideration.xix. Tata Code of Conduct for Prevention of InsiderTrading & Code of Corporate Disclosure PracticesOur Emphasis on ValueThe IDs on the Board of the Company are given a formalappointment letter inter alia containing the term ofappointment, role, duties and responsibilities, timecommitment, remuneration, insurance, code of conduct,training and development, performance evaluationprocess, disclosure, confidentiality, etc. The terms andconditions of appointment of IDs are available on theCompany’s website at https://www.tatapower.com/pdf/investor-relations/ Terms-& - conditions- of-IDsappointment.pdf.down in Schedule IV to the Act, as may be applicable. TheCompany has also adopted a Code of Conduct for all itsemployees including EDs. All Board members and seniormanagement personnel have affirmed compliance withtheir respective Code of Conduct. The CEO & ManagingDirector has also confirmed and declared the same. Thedeclaration is reproduced at the end of this Report andmarked as Annexure I.Overviewof independence criteria defined in Section 149(6) of theAct read with rules framed thereunder and Regulation16(1)(b) of the Listing Regulations. If the Board approves,the person is appointed as an Additional Director whoseappointment is subject to the approval of the Members atthe Company’s general meeting.
Report on Corporate Governance&Appointed as an Additional and Independent Director effective 2nd May2019. His appointment was approved by the Members at the AGM heldon 18th June 2019.@Sitting fees for attending meetings are paid to Mr. Bhargava and theCommission is paid to LIC.#In line with the internal guidelines, no payment is made towardsCommission to Mr. Saurabh Agrawal and Mr. Banmali Agrawala, NEDs of theCompany, who are in full-time employment with another Tata company.The NEDs are paid remuneration by way of Commission andSitting Fees. The distribution of Commission amongst theNEDs is placed before the NRC and the Board. The Commissionpayment for the financial year ended 31st March 2020 wasdistributed based on the Company’s performance and keepingthe attendance of Directors at Board and Committee meetingsand their contribution at these meetings.None of the NEDs had any pecuniary relationship or transactionswith the Company other than the Directors’ sitting fees andcommission, as applicable, received by them. The Companyreimburses the out-of-pocket expenses, if any, incurred by theDirectors for attending meetings.Details of remuneration and perquisites paid to the CEO & Managing Director and COO & Executive Director during FY20:(Gross Amount in ) Table 7Salary & allowancesCommission forFY20@Perquisites &BenefitsRetirementBenefitsTotalMr. Praveer SinhaCEO & Managing 33,30,717Mr. Ashok S. Sethi#COO & Executive 7Sl.No.Name ofthe Director1.2.Total@Commission (variable component) relates to the financial year ended 31st March 2020, which was approved by the Board on 19th May 2020, to be paidduring FY21.#Mr. Sethi superannuated as COO & Executive Director of the Company effective 30th April 2019.Salient features of the agreement executed by the Company with CEO & Managing Director:Table 8Terms of AgreementMr. Praveer Sinha, CEO & Managing DirectorPeriod of appointment01.05.2018 to 30.04.2023RemunerationBasic salary upto a maximum of 15,00,000 p.m.CommissionWithin the limits stipulated under the Act.Incentive RemunerationNot exceeding 200% of basic salary.Benefits, perquisites and allowances (excluding Company'scontribution to Provident Fund, Superannuation, Gratuity,Leave Encashment)As may be determined by the Board from time to time.Notice periodThe Agreement may be terminated by either party giving to the other party sixmonths' notice or the Company paying six months' remuneration in lieu thereof.Severance feesThere is no separate provision for payment of severance fees.Stock OptionNilBoard CommitteesThe Committees constituted by the Board focus on specificareas and take informed decisions within the frameworkdesigned by the Board and make specific recommendationsto the Board on matters in their areas or purview. All decisionsand recommendations of the Committees are placedbefore the Board for information or for approval, if required.To enable better and more focused attention on the affairs ofthe Company, the Board has delegated particular matters to theCommittees of the Board set up for the purpose.The Board has seven committees as on 31st March 2020,comprising five statutory committees and two non-statutorycommittees that have been formed considering the needsof the Company. Details of the statutory and non-statutorycommittees are as follows: Statutory CommitteesThe Board has the following statutory Committees as on31st March 2020: Audit Committee of Directors (AC) Nomination and Remuneration Committee (NRC)206The Tata Power Company Limited Integrated Annual Report 2019-20
Stakeholders Relationship Committee (SRC) Risk Management Committee (RMC)Audit Committee of DirectorsThe Committee comprises the following as on 31st March 2020: Mr. Ashok Sinha, ChairmanThe Board has approved the Charter of the Audit Committeedefining inter alia its composition, role, responsibilities, powersand processes.The terms of the Charter broadly include: Oversee the processes that ensure the integrity offinancial statements. Ms. Vibha Padalkar Mr. Sanjay V. Bhandarkar Mr. Saurabh Agrawal Oversee the adequacy and effectiveness of the process bywhich confidential or anonymous complaints or informationregarding financial or commercial matters are receivedand acted upon. This includes the protection of whistleblowers from victimization and the provision of access bywhistle-blowers to the Chairman of the Committee. Approval/modificationrelated parties. Enquiry into reasons for any default by the Company inhonouring its obligations to its creditors and members.Table 9 No. of Meetings No. of Meetingsattendedheld duringtenureOversee the quality of internal accounting controls andother controls. Oversee the system for storage (including back-up). Oversee the quality of the financial reporting process,including the selection of the most appropriate ofpermitted accounting policies. Mr. K. M. ChandrasekharAll members are financially literate and bring in expertisein the fields of finance, accounting, development, strategyand management.The Committee met 5 times during the year under review.These meetings were held on 1st May 2019, 31st July 2019,7th November 2019, 3rd December 2019 and 27th January 2020,with the requisite quorum.The attendance details of meetings of this Committee areas follows:thetransactionswith3Mr. Nawshir H. Mirza@22Ms. Vibha Padalkar55Mr. Sanjay V. Bhandarkar55 Ensure the independence of the auditor.Mr. Saurabh Agrawal54Ms. Anjali Bansal*33 Recommend to the Board the appointment andremuneration of the auditors (including cost auditors).Mr. K. M. Chandrasekhar*33 Framing of rules for the hiring of any current or formeremployee of the audit firm. Scrutinize inter-corporate loans and investments. Monitor the end use of funds raised through public offers. Conducting the valuation of any undertaking or assetof the Company. Oversee the internal audit function and approve theappointment of the Chief Internal Auditor. Bring to the notice of the Board any lacunae in the TCoCand the vigil mechanism (whistle blowing process) adoptedby the Company. Reviewing with the CEO and the CFO of the Companythe underlying process followed by them in their annualcertification to the Board of Directors. Approving the appointment of the CFO.as the Members of the Committee effective 13thAugust 2019. Mr. Ashok Sinha was designated as the Chairmaneffective 13th August 2019.Consequent upon completion of his term as an ID, he ceased to be theChairman and member of the Committee effective 12th August 2019.The CFO assists the Committee in discharge of i
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