Audit Committee

Pursuant to the reconstitution of the Audit Committee by the Board in its meeting held on 21.07.2023, the Audit committee comprises of three Non-Executive Directors (all of whom are Independent Directors). The Members of the Audit Committee are: Mr. Seturaman Mahalingam, Mr. Shyamal Mukherjee & Ms. Fiona Jane Mary Paulus. The Chairman of the Audit Committee is Mr. Seturaman Mahalingam.

Mr. Seturaman Mahalingam

Mr. Seturaman Mahalingam

Independent Director
Mr. Shyamal Mukherjee

Mr. Shyamal Mukherjee

Independent Director
Ms. Fiona Jane Mary Paulus

Ms. Fiona Jane Mary Paulus

Independent Director

The Committee’s primary duties and responsibilities are to:

  • Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
  • Reviewing with the management the financial statements and auditor’s report thereon before submission to the Board for approval.
  • Re-commending to the Board, the appointment, re-appointment, remuneration and terms of appointment of Auditors of the Company.
  • To approve payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
  • To review reports of the Management Auditors and Internal Auditors and discussion on any significant findings and follow up there on.
  • Reviewing with the management, external and internal auditors, the adequacy of internal control systems, and the Company’s statement on the same prior to endorsement by the Board.
  • Evaluation of the internal financial controls and risk management systems.
  • To review the adequacy of 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.
  • To approve transactions of the Company with related parties and subsequent modifications of the transactions with related parties.
  • To review the functioning of the Whistle Blower Mechanism.
  • In addition, the powers and role of the Audit Committee are as laid down under Regulation 18(3) and Part C of Schedule II of the SEBI (LODR Regulations) and Section 177 of the Companies Act, 2013.
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Mr. Seturaman Mahalingam

Mr. Seturaman Mahalingam Independent Director

Mr. Seturaman Mahalingam, a chartered accountant by qualification, began his career as an IT consultant and thereafter played a major role in marketing Tata Consultancy Services (TCS) services across the globe, developing processes and creating large software development centres for the Company. He has held key positions such as Executive Director and Chief Financial Officer of TCS. Mr. Mahalingam retired from TCS in February 2013 after serving the company for over 42 years. Prior to becoming the Chief Financial Officer in February 2003, Mr. Mahalingam has managed many of the key functions in TCS including Marketing, Operations, Education and Training as well as Human Resources. He managed the company’s operations in London and New York in the early days of TCS’ global journey. Mr. Mahalingam has also been the President of Computer Society of India, The former Chairman of the Southern Region of Confederation of Indian Industry (CII), He was also the President of the Institute of Management Consultants of India. Mr. Mahalingam is the Chairman of CII National Council Task Force on Sector Skills Councils & Employment and was a member of the Tax Administration Reform Commission(TARC) set up by the Government of India under the chairmanship of Dr. Parthasarathi Shome. Mr. Mahalingam was chosen as the best ‘CFO” in various years by Business Today, International Market Assessment (IMA), CNBC TV18, CFO Innovation, Finance Asia and Institutional Investors. In 2012, Treasury & Risk, a US based magazine named him as one of the 16 globally most influential CFOs.

Mr. Seturaman Mahalingam is also Director on the Boards of Sundaram Fasteners Limited, Sundaram Home Finance Limited, TVS Infrastructure Investment Manager Private Limited, Divinion Advisory Services Private Limited, CSI Publications, Delphi- TVS Technologies Limited, IIT Madras Research Park, Lessonleap Academy India Private Limited, Association of CFO Welfare India and Indian Institute of Information Technology & Management Kerala.

Mr. Shyamal Mukherjee

Mr. Shyamal Mukherjee Independent Director

Mr. Shyamal Mukherjee, is the former Chairman and Senior Partner of PwC in India. As Chairman, he was at the forefront of making PwC a more future-ready firm, investing in and strengthening the firm’s key capabilities across its people, go-to-market initiatives, and internal transformation.

As a leader, Mr. Mukherjee has been known for building a culture that is values-driven, encourages innovation and robust governance. He has also been a staunch advocate of bringing in more diversity in the talent pool at PwC and has spearheaded initiatives that are today bearing fruit.

Mr. Mukherjee believes that responsible organisations play a pivotal role in building a sustainable society, and under his Chairmanship, PwC Foundation in India was engaged in providing support to the causes of education for the girl child, empowerment of women, environmental sustainability and disaster relief initiatives across the country.

During his long professional career, he has advised several multinational companies wanting to invest/operate in India on business issues, and regulatory and tax matters. He has also been involved in advising on transactions and mergers & acquisitions.

Mr. Mukherjee started his professional journey with PwC in 1984 and became a partner in 1993. Along the way, he assumed several leadership roles, including PwC India's Brand & Strategy Leader and Leader of PwC India’s Tax practice.

Mr. Mukherjee is a Bachelor of Commerce and Bachelor of Law from University of Delhi and is a Chartered Accountant and member of Bar Council of Delhi.

Ms. Fiona Jane Mary Paulus

Ms. Fiona Jane Mary Paulus Independent Director

Fiona Paulus has 45 years of investment banking experience. She held senior roles at leading investment banks. These include the Head of Private Equity & Infrastructure Funds at Royal Bank of Scotland; Global Head of Energy & Resources at ABN AMRO Bank; Head of International Investment Banking at CIBC; and senior leadership roles at Credit Suisse, Societe Generale, JP Morgan, & Citigroup, in the UK, USA, EMEA, Australia and Latin America.

Fiona is a Senior Advisor at Gleacher Shacklock LLP, a leading, UK based, M&A boutique. In addition, she is a Non-Executive Director of JSW Steel Ltd, the largest and fastest growing steel company in India with a market cap of $25bn; Metlen Energy & Metals, a FTSE 100 company, with a market cap of £6.5 bn, operating in the global industrial and energy sectors; Nostrum Oil & Gas plc, UK listed, and operating in Kazahkstan; and ACG Metals Ltd, the first UK listed, special purpose, acquisition company, building a global portfolio in battery metals businesses, with operations in Turkey. Having served the statutory term of 6 years, Fiona recently resigned from the board of the Interpipe Group, a private industrial group incorporated in Cyprus. Its steel operations in Ukraine serve the worldwide energy and infrastructure sectors.