Page 173 - Hitachi IR 2025

(k) (l) • During the financial year under review, one separate meeting of the Independent Directors was held on
May 21, 2024 without the presence of Non-Executive Directors/ Managing Director/ Management,
to discuss the matter as required/ agreed amongst them in accordance with the provisions of the Act
and SEBI Listing Regulations. The Meeting was attended by all the Independent Directors.
The Board periodically reviews the compliance reports submitted by the Management in respect of all laws
applicable to the Company.
Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause
(10)(i) of the SEBI Listing Regulations is enclosed to this Report.
3. AUDIT COMMITTEE:
(i) Terms of Reference:
The Audit Committee acts on the terms of reference given by the Board pursuant to Section 177 of the Act
and Regulation 18 of the SEBI Listing Regulations.
The terms of reference are briefly described below:
• Oversight of the Company’s financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible.
• Recommending the Board, appointment, re-appointment, replacement or removal (in the event of
necessity) of Statutory Auditors, Cost Auditors, Secretarial Auditors and/ or any other auditors including
terms of their appointment and fixation of remuneration.
•
Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
• Reviewing, with the Management, the annual financial statements and auditor’s report thereon before
submission to the Board for approval, with particular reference to:-
(a) Matters required to be included in the Director’s Responsibility Statement to be included in the
Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Act.
(b) Changes, if any, in accounting policies and practices and reasons for the same.
(c) Major accounting entries involving estimates based on the exercise of judgment by Management.
(d) Significant adjustments made in the financial statements arising out of audit findings.
(e) Compliance with listing and other legal requirements relating to financial statements.
(f) Disclosure of any related party transactions; and
(g) Modified opinion(s) in the draft audit report.
•
Reviewing, with the Management:-
(a) The quarterly financial statements before submission to the Board for approval.
(b) Performance of Auditors, Internal Auditors, adequacy of the internal control systems.
• Reviewing, with the Management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes
other than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential
issue or qualified Institutional placement (QIP) and making appropriate recommendations to the Board
to take up steps in this matter.
•
Review and monitor the auditor’s independence and performance and effectiveness of the audit process.
• Review the adequacy of the 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 of internal audit.
• Approval or any subsequent modification of transactions of the Company with the related parties.
• Approval of appointment of Chief Financial Officer including the Whole-time Director - Finance or any
other person heading the finance function or discharging that function after assessing the qualification,
experience and background etc., of such incumbent.
Integrated Annual Report 2024-25
171