Page 174 - Hitachi IR 2025

BOARD’S REPORT
(ii) •
Reviewing the proposal for discontinuation / closure of any of the business operations of the Company.
•
Scrutiny of inter-corporate loans and investments.
•
Valuation of undertakings or assets of the Company, wherever it is necessary.
•
Monitoring the end use of funds raised through public offers and related matters.
• Review proposals for mergers, demergers, acquisitions, carve-outs, sale and transfer of business and
its valuation report and fairness opinion, if any, thereof.
•
Evaluation of internal financial controls and risk management systems.
•
Discussing with internal auditors of any significant findings and follow up thereon.
• 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.
• Discussion with statutory auditors before the audit commences, about the nature and scope of the
audit as well as post-audit discussion to ascertain any area of concern.
• 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.
•
Review the functioning of the Whistle Blower mechanism.
•
Carry out such other functions as may be delegated by the Board from time to time.
• Review various investment proposals before the same is submitted to the Board of Directors and also
review the guidelines for investing surplus funds of the Company.
• To appoint valuers for the valuation of the undertakings or assets of the Company, wherever it is
necessary including stocks, shares, securities, goodwill or any other assets or net worth of a Company
or liability of the Company under the provisions of the Act.
In addition to the above, the following items are reviewed by the Audit Committee:
•
Management discussion and analysis of financial condition and results of operations.
•
Management letters/letters of internal control weaknesses issued by the statutory auditors.
•
Internal audit reports relating to internal control weaknesses.
•
Appointment, removal and terms of remuneration of the chief internal auditor.
•
Statement of Deviations:
(a) Quarterly statement of deviation(s), including the report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).
(b) Annual statement of funds utilized for purposes other than those stated in the offer document/
prospectus/notice in terms of Regulation 32(7).
The Audit Committee is vested with the necessary powers to achieve its objectives.
The Committee has discharged such other role/function as envisaged under Regulation 18(3) read with
Part C of Schedule II of the SEBI Listing Regulations and the provisions of Section 177 of the Act.
The Chairman of the Audit Committee was present at the last AGM (5th AGM held on August 21, 2024).
 Composition, Name of Members & Chairperson, Meetings held during the Financial Year and Attendance
at Meetings:
The Audit Committee presently consists of three Independent Directors and one Executive Director
(Managing Director and CEO). The Committee has held 4 meetings during the financial year
2024-25 (April 01, 2024 to March 31, 2025) on May 21, 2024; July 24, 2024; October 29, 2024 and
January 29, 2025.
172 Hitachi Energy India Limited