Taxmann's Auditing and Corporate Governance | B.Com. (Hons.) | CBCS

Preface to Seventh edition The enlarged focus of corporate governance on corporate sustainability is recognised worldover and expressed in terms of ESG issues. While corporate governance is a system by which power is exercised over the corporate entities, corporations should be run ethically for creating long-term value to all of the stakeholders. Auditing is one of the tools which empower the stakeholders especially the shareholders of a company by ensuring that financial statements prepared by the managers exhibit a true and fair view of financial position and financial results of the company. Besides enabling informed decisions, it gives assurance as to the efficacy of internal control system within the company to prevent and detect errors and frauds. Thus, auditing and corporate governance are conjunctionally interconnected. The Sarbanes-Oxley Act, 2002 in the USA and the Indian Companies Act, 2013 contain provisions to ensure independence of auditors and responsibility of management on the truth and fairness of the financial statements. National Financial Reporting Authority (NFRA) is constituted in India on the lines of PCAOB to enhance audit quality.

It is our pleasure to present seventh edition of text book on Auditing and Corporate Governance for the under-graduate students of B.Com (Hons), B.Com (Programme), BBA, BMS of Delhi University and other universities. We would like to thank the readers-teachers and students for their overwhelming response and support to the earlier editions. The recent changes in the Indian Companies Act, 2013 and SEBI (LODR) Regulations have been incorporated of relevant places in this revised edition.

This book contains eleven chapters. The first three chapters contain conceptual aspect of auditing-objects, principles, techniques including role of auditing in Corporate Governance.

Chapter four lays down the theoretical aspects of corporate governance including the models of corporate governance prevalent in most countries of the world. Board committee is the important mechanism of corporate governance which is discussed in chapter fifth. Chapter sixth is devoted exclusively to corporate governance in India - the reforms undertaken, the initiatives of the SEBI, Government of India and CII in the direction of better governance of companies. The issues of insider trading, whistle blowing, class-action, shareholders’ activism and credit rating are discussed in the next chapter.

Corporate scams leading to the collapse of big corporations is an area of concern worldwide.

Chapter eight of the book presents major scams taken place in different parts of the world including Enron, WorldCom, Vivendi, BCCI, Andersen worldwide, Maxwell Communications, Satyam, downfall of Kingfisher Airlines, IL&FS debacle and PNB heist. Chapter nine contains the standards and codes of corporate governance as developed in the UK, USA and also the international codes like OECD Principles on corporate governance. The basic concept of ethics is laid down in chapter ten which also contains discussions on corporate code of ethics. This chapter extends the concept of ethics to include principles and theories of business ethics.

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The last chapter of the book is most contemporary. It addresses the buzz word “Corporate Social Responsibility”. This chapter discusses various views on CSR and also highlights the internal processes besides external standards relating to CSR. We are thankful to our teachers, colleagues, friends and the students who have been the driving force for writing this book. The publisher Taxmann and its executives deserve appreciation for their efforts in bringing out this volume in time.

We would welcome suggestions from our colleagues and the students to make improvements in the subsequent edition of this book.

1st January, 2024

ANIL KUMAR LOVELEEN GUPTA JYOTSNA RAJAN ARORA

Syllabus B.COM. (HONS.): SEMESTER VI Paper BCH 6.1: AUDITING AND CORPORATE GOVERNANCE Course Objective 4O PROVIDE KNOWLEDGE OF CORPORATE GOVERNANCE AND AUDITING PRINCIPLES PROCEDURES AND TECHNIQUES IN ACCORDANCE WITH CURRENT LEGAL REQUIREMENTS AND PROFESSIONAL STANDARDS Course Learning Outcome !FTER COMPLETING THE COURSE THE STUDENT SHALL BE ABLE TO #/ DIFFERENTIATE BETWEEN DIFFERENT ASPECTS OF AUDITING ESPECIALLY FOR INTERNAL CHECK INTERNAL CONTROL AND FOR OVERALL CORPORATE GOVERNANCE #/ UNDERSTAND THE CONCEPT OF CORPORATE GOVERNANCE IN ORGANISATIONS AND ITS ESSENCE FOR MANAGEMENT #/ PROVIDE AND ASSIMILATE INFORMATION LEADING TO FAILURE OF ORGANISATION AND CORPORATE SCAMS #/ COMPREHEND THE GOVERNANCE FRAMEWORK FOR AN ORGANISATION PROVIDED BY DIFFERENT REGULATORY BODIES IN )NDIA AND !BROAD #/ RECOGNISE THE ESSENCE OF ETHICS IN BUSINESS Course Contents Unit I: Auditing "ASIC 0RINCIPLES AND 4ECHNIQUES OF !UDITING #LASSIFICATION OF !UDIT !UDIT 0LANNING )NTERNAL #ONTROL )NTERNAL #HECK AND )NTERNAL !UDIT 2OLE OF !UDITORS IN CORPORATE GOVERNANCE 0EER REVIEW AND )NDEPENDENT REVIEW OF !UDIT 0UBLIC #OMPANY !CCOUNTING /VERSIGHT "OARD 0#!/" .ATIONAL &INANCIAL 2EPORTING !UTHORITY .&2!

Unit II: Corporate Governance #ORPORATE 'OVERNANCE -EANING SIGNIFICANCE AND PRINCIPLES -ANAGEMENT AND CORPORATE GOVERNANCE 4HEORIES AND -ODELS OF CORPORATE GOVERNANCE "OARD STRUCTURE AND )NDEPENDENT DIRECTOR BOARD COMMITTEES AND THEIR FUNCTIONS SHAREHOLDER ACTIVISM AND PROXY ADVISORY FIRMS ROLE OF RATING AGENCIES 7HISTLE BLOWING #LASS !CTION Unit III: Major Corporate Governance Failures and International Codes "##) 5+ -AXWELL #OMMUNICATION 5+ %NRON 53! 7ORLD #OM 53! !NDERSEN 7ORLDWIDE 53! 6IVENDI &RANCE 3ATYAM #OMPUTER 3ERVICES ,TD ,EHMAN "ROTHERS +INGFISHER !IRLINES 0." (EIST AND ), &3 'ROUP #RISIS #OMMON 'OVERNANCE 0ROBLEMS .OTICED IN VARIOUS #ORPORATE &AILURES I-7

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#ODES AND 3TANDARDS ON #ORPORATE 'OVERNANCE 3IR !DRIAN #ADBURY #OMMITTEE 5+ /%#$ 0RINCIPLES OF #ORPORATE 'OVERNANCE AND 3ARBANES /XLEY 3/8 !CT 53!

Unit IV: Corporate Governance Framework in India )NITIATIVES AND REFORMS #ONFEDERATION OF )NDIAN )NDUSTRY #)) +UMAR -ANGALAM "IRLA .2 .ARAYANA -URTHY #OMMITTEE AND 5DAY +OTAK #OMMITTEE 2EGULATORY FRAMEWORK 2ELEVANT PROVISIONS OF #OMPANIES !CT 3%") ,ISTING /BLIGATIONS AND $ISCLOSURE 2EQUIREMENTS 2EGULATIONS ,/$2 #ORPORATE 'OVERNANCE IN PUBLIC SECTOR BANKING NON BANKING FINANCIAL INSTITUTIONS Unit V: Business Ethics and Corporate Social Responsibility (CSR) "USINESS %THICS AND 6ALUES )MPORTANCE OF %THICS #ORPORATE 'OVERNANCE AND %THICS %THICAL THEORIES #ODE OF %THICS AND ETHICS COMMITTEE #ONCEPT OF #ORPORATE 3OCIAL 2ESPONSIBILITY #32 AND #ORPORATE 3USTAINABILITY #32 AND "USINESS %THICS #32 AND #ORPORATE 'OVERNANCE #32 AND #ORPORATE 0HILANTHROPY %NVIRONMENTAL !SPECT OF #32 -ODELS AND BENEFITS OF #32 $RIVERS OF #32 #32 IN )NDIA

Contents 0!'%

Preface to seventh edition

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Syllabus

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Chapter 1

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BASIC OF AUDITING

Chapter 2

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INTERNAL CONTROL

Chapter 3

ROLE OF AUDITORS IN CORPORATE GOVERNANCE

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Chapter 4

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CORPORATE GOVERNANCE

Chapter 5

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BOARD COMMITTEES

Chapter 6

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CORPORATE GOVERNANCE IN INDIA

Chapter 7

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SOME ISSUES OF CORPORATE GOVERNANCE

Chapter 8

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MAJOR CORPORATE GOVERNANCE FAILURES

Chapter 9

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CODES ON CORPORATE GOVERNANCE

Chapter 10

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BUSINESS ETHICS

Chapter 11

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CORPORATE SOCIAL RESPONSIBILITY

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B. Com. (Hons.) CBCS (2018) Semester VI

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B. Com. (Prog.) CBCS (2018)

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B. Com. (Hons.) CBCS (2019) Semester VI

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B. Com. (Hons.) CBCS (2020) OPEN BOOK EXAM

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B. Com. (Hons.) CBCS (2022) Semester VI

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B. Com. (Hons.) CBCS (2023) Semester VI

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CHAPTER

5

BOARD COMMITTEES

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CHAPTER OUTLINE

!UDIT #OMMITTEE

2EMUNERATION #OMMITTEE

.OMINATION #OMMITTEE

#OMPLIANCE #OMMITTEE

2ISK -ANAGEMENT #OMMITTEE

)NVESTMENT #OMMITTEE

3HAREHOLDERS 'RIEVANCE #OMMITTEE

)NVESTOR 2ELATIONS #OMMITTEE

)N RECENT YEARS MUCH EMPHASIS HAS BEEN PLACED ON FUNCTIONING OF BOARDS THROUGH BOARD SUB COMMITTEES TO FACILITATE EFFECTIVE MONITORING OF COMPANIES BY FOCUSING ON CORPORATE ISSUES IN DETAIL )N SOME INSTANCES COMMITTEES ARE CONSTITUTED BY THE BOARDS OF COMPANIES ON PERMANENT BASIS BY ASSIGNING TASKS OF CONTINUOUS NATURE LIKE DEVELOPMENT AND REVIEW OF PRODUCTION FINANCE OR OTHER POLICIES BOARD EVALUATION SUCCESSION PLANNING ARRANGING ORIENTATION AND TRAINING PROGRAMMES ETC 4HESE COMMITTEES WHICH ARE MORE OFTEN STANDING ARE EMPOWERED TO MAKE RELEVANT DECISIONS BUT ARE REQUIRED TO REPORT TO THE BOARD OF DIRECTORS )N OTHER CASES COMMITTEE ARE FORMED AS ad hoc ONES FOR INVESTIGATION OF PARTICULAR ISSUE S OR FORMING RECOMMENDATIONS ON A SPECIFIED MATTER AND PRESENTING THESE TO THE BOARD FOR FURTHER ACTION

Audit Committee !UDIT #OMMITTEE IS THE MOST IMPORTANT OF THE BOARD SUB COMMITTEES )T ACTS AS AN INTERFACE BETWEEN THE EXTERNAL AUDITORS AND THE BOARD 4O LESSEN THE DOMINANCE OF THE SENIOR EXECUTIVES IN THE AUDIT PROCESS THE COMMITTEE IS DESIGNED TO COMPRISE ENTIRELY OR PREDOMINANTLY OF INDEPENDENT NON EXECUTIVE DIRECTORS !UDIT COMMITTEE MEETS TIMES A YEAR TO DISCUSS THE DETAILS OF THE AUDIT AND AUDIT RELATED MATTERS INCLUDING AUDITOR S FEES AND RE APPOINTMENT OF THE AUDITORS

Composition of Audit Committee i 4HE AUDIT COMMITTEE SHALL HAVE MINIMUM THREE DIRECTORS AS MEMBERS 4WO THIRDS OF THE MEMBERS OF AUDIT COMMITTEE SHALL BE INDEPENDENT DIRECTORS ii !LL MEMBERS OF AUDIT COMMITTEE SHALL BE FINANCIALLY LITERATE AND AT LEAST ONE MEMBER SHALL HAVE ACCOUNTING OR RELATED FINANCIAL MANAGEMENT EXPERTISE iii 4HE #HAIRMAN OF THE !UDIT #OMMITTEE SHALL BE AN INDEPENDENT DIRECTOR

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iv 4HE #HAIRMAN OF THE !UDIT #OMMITTEE SHALL BE PRESENT AT !NNUAL 'ENERAL -EETING TO ANSWER SHAREHOLDERS QUERIES v 4HE AUDIT COMMITTEE MAY INVITE SUCH OF THE EXECUTIVES AS IT CONSIDERS APPROPRIATE AND PARTICULARLY THE HEAD OF THE FINANCE FUNCTION TO BE PRESENT AT THE MEETINGS OF THE COMMITTEE BUT ON OCCASIONS IT MAY ALSO MEET WITHOUT THE PRESENCE OF ANY EXECUTIVE OF THE COMPANY 4HE FINANCE DIRECTOR HEAD OF INTERNAL AUDIT AND A REPRESENTATIVE OF THE STATUTORY AUDITOR MAY BE PRESENT AS INVITEES FOR THE MEETINGS OF THE AUDIT COMMITTEE vi 4HE #OMPANY 3ECRETARY SHALL ACT AS THE SECRETARY TO THE COMMITTEE

Meeting of Audit Committee 4HE AUDIT COMMITTEE SHOULD MEET AT LEAST FOUR TIMES IN A YEAR AND NOT MORE THAN FOUR MONTHS SHALL ELAPSE BETWEEN TWO MEETINGS 4HE QUORUM SHALL BE EITHER TWO MEMBERS OR ONE THIRD OF THE MEMBERS OF THE AUDIT COMMITTEE WHICHEVER IS GREATER BUT THERE SHOULD BE A MINIMUM OF TWO INDEPENDENT MEMBERS PRESENT

Powers of Audit Committee 4HE AUDIT COMMITTEE SHALL HAVE POWERS WHICH SHOULD INCLUDE THE FOLLOWING 4O INVESTIGATE ANY ACTIVITY WITHIN ITS TERMS OF REFERENCE 4O SEEK INFORMATION FROM ANY EMPLOYEE 4O OBTAIN OUTSIDE LEGAL OR OTHER PROFESSIONAL ADVICE

Role of Audit Committee 4HE ROLE OF THE AUDIT COMMITTEE SHALL INCLUDE THE FOLLOWING /VERSIGHT 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 2ECOMMENDING TO THE "OARD THE APPOINTMENT RE APPOINTMENT AND IF REQUIRED REPLACEMENT OR REMOVAL OF THE STATUTORY AUDITOR AND THE FIXATION OF AUDIT FEES !PPROVAL OF PAYMENT TO STATUTORY AUDITORS FOR RENDERING ANY OTHER SERVICES 2EVIEWING WITH THE MANAGEMENT THE QUARTERLY FINANCIAL STATEMENTS AND THE ANNUAL FINANCIAL STATEMENTS BEFORE SUBMISSION TO THE BOARD FOR APPROVAL 2EVIEWING WITH THE MANAGEMENT PERFORMANCE OF STATUTORY AND INTERNAL AUDITORS AND ADEQUACY OF THE INTERNAL CONTROL SYSTEMS 2EVIEWING THE ADEQUACY OF INTERNAL AUDIT FUNCTION $ISCUSSION WITH INTERNAL AUDITORS ANY SIGNIFICANT FINDINGS AND FOLLOW UP THEREON 2EVIEWING 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 $ISCUSSION 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 4O REVIEW THE FUNCTIONING OF THE 7HISTLE "LOWER MECHANISM IN CASE THE SAME IS EXISTING #ARRYING OUT ANY OTHER FUNCTION AS IS MENTIONED IN THE TERMS OF REFERENCE OF THE !UDIT #OMMITTEE

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4O SECURE ATTENDANCE OF OUTSIDERS WITH RELEVANT EXPERTISE IF IT CONSIDERS NECESSARY

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Review of Information by Audit Committee 4HE !UDIT #OMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION -ANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3TATEMENT OF SIGNIFICANT RELATED PARTY TRANSACTIONS SUBMITTED BY MANAGEMENT -ANAGEMENT LETTERS LETTERS OF INTERNAL CONTROL WEAKNESSES ISSUED BY THE STATUTORY AUDITORS )NTERNAL AUDIT REPORTS RELATING TO INTERNAL CONTROL WEAKNESSES AND 4HE APPOINTMENT REMOVAL AND TERMS OF REMUNERATION OF THE #HIEF INTERNAL AUDITOR SHALL BE SUBJECT TO REVIEW BY THE !UDIT #OMMITTEE

Remuneration Committee 4HE 2EMUNERATION #OMMITTEE OF THE "OARD OF $IRECTORS IS RESPONSIBLE FOR FORMULATING EVALUATING AND APPROVING REMUNERATION INCLUDING PENSION RIGHTS AND ANY COMPENSATION PAYMENTS OF THE EXECUTIVE DIRECTORS AND COMPANY S SENIOR EXECUTIVE OFFICERS AND KEY EMPLOYEES 2EMUNERATION COMMITTEE IS ESTABLISHED TO ENSURE THAT REMUNERATION ARRANGEMENTS SUPPORT THE STRATEGIC AIMS OF A BUSINESS AND ENABLE THE RECRUITMENT MOTIVATION AND RETENTION OF SENIOR EXECUTIVES WHILE ALSO COMPLYING WITH THE REQUIREMENTS OF THE REGULATION

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Composition 4O AVOID CONFLICTS OF INTEREST THE REMUNERATION COMMITTEE WHICH WOULD DETERMINE THE REMUNERATION PACKAGES OF THE EXECUTIVE DIRECTORS MAY COMPRISE OF AT LEAST THREE DIRECTORS ALL OF WHOM SHOULD BE NON EXECUTIVE DIRECTORS THE CHAIRMAN OF COMMITTEE BEING AN INDEPENDENT DIRECTOR !LL THE MEMBERS OF THE REMUNERATION COMMITTEE COULD BE PRESENT AT THE MEETING 4HE CHAIRMAN OF THE REMUNERATION COMMITTEE SHOULD BE PRESENT AT THE !NNUAL 'ENERAL -EETING TO ANSWER THE SHAREHOLDERS QUERIES

Meetings 4HE FREQUENCY WITH WHICH THE REMUNERATION COMMITTEE NEEDS TO MEET VARIES FROM COMPANY TO COMPANY AND MAY CHANGE FROM TIME TO TIME )T HOWEVER MUST MEET CLOSE TO THE YEAR END TO REVIEW THE DIRECTORS REMUNERATION AND AS OFTEN AS CIRCUMSTANCES WARRANT

Role of the Remuneration Committee 4HE ROLE OF THE REMUNERATION COMMITTEE INCLUDES TO DETERMINE AND RECOMMEND TO THE BOARD THE FRAMEWORK AND BROAD POLICY FOR THE REMUNERATION INCLUDING BENEFITS PENSION ARRANGEMENTS AND TERMINATION PAYMENTS OF THE CHAIRMAN CHIEF EXECUTIVE AND EXECUTIVE DIRECTORS OF THE COMPANY AND THE SENIOR MANAGEMENT TO DETERMINE AND RECOMMEND TO THE BOARD THE COMPANY S POLICY ON THE DURATION OF CONTRACTS WITH EXECUTIVE DIRECTORS AND NOTICE PERIODS AND TERMINATION PAYMENTS UNDER SUCH CONTRACTS WITHIN THE TERMS OF THE AGREED FRAMEWORK AND BROAD POLICY TO DETERMINE THE TOTAL INDIVIDUAL REMUNERATION PACKAGE OF EACH EXECUTIVE DIRECTOR INCLUDING WHERE APPROPRIATE BONUSES INCENTIVE PAYMENTS SHARE PLANS AND PENSION ARRANGEMENTS TO ADVISE ON AND DETERMINE ALL FORMULAE FOR PERFORMANCE RELATED SCHEMES OPERATED BY THE COMPANY THE METHODS FOR ASSESSING WHETHER PERFORMANCE CONDITIONS ARE MET AND THE ELIGIBILITY OF EXECUTIVE DIRECTORS FOR ANNUAL BONUSES AND BENEFITS UNDER LONG TERM INCENTIVE SCHEMES WHEN APPROPRIATE REQUESTING THE BOARD TO SEEK SHAREHOLDER APPROVAL OF ALL NEW LONG TERM INCENTIVE SCHEMES

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TO CONSIDER AND MAKE RECOMMENDATIONS IN RESPECT OF ANY OTHER TERMS OF THE SERVICE CONTRACTS OF THE EXECUTIVES AND ANY PROPOSED CHANGES TO THESE CONTRACTS AND TO REVIEW THE COMPANY S STANDARD FORM CONTRACT FOR EXECUTIVE DIRECTORS FROM TIME TO TIME TO ADMINISTER ALL ASPECTS OF ANY PERFORMANCE SHARE PLANS OPERATED BY OR TO BE ESTABLISHED BY THE COMPANY INCLUDING THE SELECTION OF THE ELIGIBLE DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARY COMPANIES TO WHOM AWARDS SHOULD BE GRANTED THE TIMING OF ANY GRANT OF AWARDS THE NUMBERS OF CONDITIONAL SHARES TO BE AWARDED AND THE IMPOSITION OF ANY OBJECTIVE CONDITION WHICH MUST BE COMPLIED WITH BEFORE ANY CONDITIONAL SHARES MAY BE VESTED TO FRAME POLICIES AND SYSTEMS AND CONDITIONS FOR GRANT OF %MPLOYEES 3TOCK /PTION 0LAN OR 3CHEME SUBJECT TO THE APPROVAL OF THE BOARD AND THE SHAREHOLDERS 4HE RESPONSIBILITY OF ADMINISTRATION AND SUPERINTENDENCE OF SUCH PLANS OR SCHEMES IS GENERALLY ENTRUSTED TO THE REMUNERATION COMPENSATION COMMITTEE Exclusions 4HE DOMAIN OF THE REMUNERATION COMMITTEE DOES NOT ENCOMPASS DECISIONS TO EMPLOY OR DISMISS EXECUTIVES 4HE REMUNERATION COMMITTEE DOES NOT HAVE RESPONSIBILITIES FOR NOMINATIONS TO THE BOARD 4HE REMUNERATION OF NON EXECUTIVE DIRECTORS IS A MATTER FOR THE EXECUTIVE MEMBERS OF THE "OARD SUBJECT TO THE !RTICLES OF !SSOCIATION OF THE #OMPANY 4HE "OARD MAY HOWEVER DELEGATE THIS RESPONSIBILITY TO A SMALLER SUB COMMITTEE OF EXECUTIVE DIRECTORS WHICH MAY INCLUDE THE CHIEF EXECUTIVE OFFICER .O DIRECTOR OR MANAGER SHALL BE INVOLVED IN ANY DECISIONS AS TO THEIR OWN REMUNERATION

4HE DIRECTORS OF A COMPANY ARE APPOINTED RE APPOINTED BY THE SHAREHOLDERS OF A COMPANY AT THE ANNUAL GENERAL MEETINGS OF THE COMPANY 4HE APPOINTMENT OR REAPPOINTMENT IN PRACTICE TAKES PLACE ON THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS )N THE ABSENCE OF ANY CRITERIA OR POLICY FOR IDENTIFYING AND SELECTING CANDIDATES FOR DIRECTORSHIP THE DIRECTORS WOULD BE APPOINTED ON THE BASIS OF PERSONAL CONNECTIONS OF THE MORE DOMINATING DIRECTOR S ON THE BOARD )N SUCH CIRCUMSTANCES THE BOARD WOULD BECOME A BODY OF CLOSE ASSOCIATES FUNCTIONING EITHER AS A COZY CLUB OR A DORMANT BODY SUBSERVIENT TO THE LOBBY OF POWERFUL DIRECTORS 'OOD CORPORATE GOVERNANCE HINGES ON FAIRNESS AND TRANSPARENCY 4HERE SHOULD BE A FORMAL RIGOROUS AND TRANSPARENT PROCEDURE FOR THE APPOINTMENT OF NEW DIRECTORS TO THE BOARD )T IS IMPERATIVE THAT THE JOB OF SETTING STANDARDS FOR NOMINATION OF DIRECTORS SCREENING THE PROBABLE CANDIDATES AND REVIEWING THEIR CORE COMPETENCIES BE ASSIGNED BY THE BOARD TO A SUB COMMITTEE COMPOSED WHOLLY OR MAINLY OF INDEPENDENT DIRECTORS 3UCH A COMMITTEE CALLED @NOMINATION COMMITTEE IS QUITE PREVALENT IN MANY COMPANIES ACROSS THE WORLD )T IS REGARDED AS THE @BEST CORPORATE GOVERNANCE PRACTICE 4HE NOMINATION COMMITTEE IS RESPONSIBLE FOR FORMULATING POLICY AND MAKING RECOMMENDATIONS TO THE BOARD OF DIRECTORS ON NOMINATIONS APPOINTMENT OF DIRECTORS AND BOARD SUCCESSION 4HE COMMITTEE DEVELOPS SELECTION PROCEDURES FOR CANDIDATES AND CONSIDERS DIFFERENT CRITERIA OF SELECTION INCLUDING APPROPRIATE PROFESSIONAL KNOWLEDGE AND INDUSTRY EXPERIENCE 4HE COMMITTEE ALSO REVIEWS THE SIZE STRUCTURE AND COMPOSITION OF THE BOARD AND ASSESSES THE INDEPENDENCE OF INDEPENDENT NON EXECUTIVE DIRECTORS 4HE COMMITTEE IS PROVIDED WITH SUFFICIENT RESOURCES ENABLING IT TO DISCHARGE ITS DUTIES

Composition of Nomination Committee 4HE NOMINATION COMMITTEE GENERALLY COMPRISE OF TWO TO THREE MEMBERS ALL BEING NON EXECUTIVE DIRECTORS WITH A MAJORITY OF INDEPENDENT DIRECTORS 4HE NOMINATION COMMITTEE APPOINTS ITS CHAIRPERSON 4HE CHAIRPERSON OF THE NOMINATION COMMITTEE IS DESIRED TO BE THE CHAIRPERSON OF THE BOARD IF INDEPENDENT OR A SENIOR INDEPENDENT DIRECTOR 4HE NOMINATION COMMITTEE MAY INVITE ANYONE IT

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Nomination Committee

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CONSIDERS APPROPRIATE TO ATTEND NOMINATION COMMITTEE MEETINGS 4HE NOMINATION COMMITTEE MAY SEEK PROFESSIONAL ADVICE FROM EMPLOYEES OF THE COMPANY AND FROM APPROPRIATE EXTERNAL ADVISERS

Meetings of Nomination Committee 4HE NOMINATION COMMITTEE MEETS AS OFTEN AS IT CONSIDERS NECESSARY 4HE NOMINATION COMMITTEE SUBMITS ITS REPORT AND RECOMMENDATIONS TO THE BOARD 4HE CHAIRMAN OF THE NOMINATION COMMITTEE IS REQUIRED TO ATTEND THE !'- TO RESPOND TO ANY QUESTIONS WHICH MAY BE RAISED BY SHAREHOLDERS ON MATTERS WITHIN THE COMMITTEE S AREA OF RESPONSIBILITY

Role of Nomination Committee 4HE ROLE OF NOMINATION COMMITTEE INCLUDES )DENTIFYING AND RECOMMENDING TO THE BOARD NOMINEES FOR MEMBERSHIP OF THE BOARD )DENTIFYING AND ASSESSING THE NECESSARY AND DESIRABLE COMPETENCIES AND CHARACTERISTICS FOR BOARD MEMBERSHIP AND REGULARLY ASSESSING THE EXTENT TO WHICH THOSE COMPETENCIES AND CHARACTERISTICS ARE REPRESENTED ON THE BOARD %NSURING SUCCESSION PLANS ARE IN PLACE TO MAINTAIN AN APPROPRIATE BALANCE OF SKILLS ON THE BOARD AND REVIEWING THOSE PLANS

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%STABLISHING PROCESSES AND ANNUALLY EVALUATING THE PERFORMANCE OF THE BOARD BOTH COLLECTIVELY AND INDIVIDUALLY 2EGULARLY REVIEWING THE TIME REQUIRED FROM NON EXECUTIVE DIRECTORS TO PERFORM THEIR FUNCTIONS AND ASSESSING WHETHER THEY ARE SATISFYING THOSE TIME REQUIREMENTS %STABLISHING INDUCTION PROGRAMS FOR NEW DIRECTORS $EVELOPING CONTINUING EDUCATION PROGRAMS FOR DIRECTORS 2ECOMMENDING THE REMOVAL OF DIRECTORS !SSIST THE BOARD IN IDENTIFYING SUITABLE CANDIDATES FOR THE #%/ S POSITION AND HIS OR HER FIRST LINE WHO COULD BE SUITABLE FOR REPLACING THE #%/ !NNUALLY REVIEWING THE PERFORMANCE OF THE CHIEF EXECUTIVE OFFICER .OMINATION COMMITTEE SHOULD DESIST FROM ENCROACHING UPON THE DOMAIN OF OTHER BOARD COMMITTEES PARTICULARLY THE REMUNERATION COMMITTEE 4HE NOMINATION COMMITTEE SHOULD REFER ANY MATTER RELATING TO REMUNERATION POLICIES AND PRACTICES TO THE REMUNERATION COMMITTEE )T IS DESIRABLE THAT BOTH NOMINATION AND REMUNERATION COMMITTEES WORK CLOSELY IN EXERCISING THEIR POWERS AND PERFORMING THEIR RESPONSIBILITIES ASSIGNED BY THE BOARD OF DIRECTORS 3OME COMPANIES HAVE THE PRACTICE OF COMBINING BOTH THE COMMITTEES AND CALL IT @NOMINATION AND REMUNERATION COMMITTEE

Compliance Committee Purpose 4HE #OMPLIANCE #OMMITTEE IS A STANDING SUB COMMITTEE OF THE BOARD OF DIRECTORS OF A COMPANY WHICH ASSISTS THE BOARD IN i &ULFILLING ITS STATUTORY RESPONSIBILITIES WITH RESPECT TO THE OVERSIGHT OF COMPLIANCE WITH THE LAWS AND REGULATIONS APPLICABLE TO THE COMPANY ii -ONITORING THE COMPANY S COMPLIANCE WITH THE CORPORATE POLICIES CODES AND PRACTICES 4HE COMMITTEE REPORTS ITS ACTIVITIES TO THE BOARD ON REGULAR BASIS AND MAKES SUCH RECOMMENDATIONS TO THE BOARD AS IT DEEMS NECESSARY AND APPROPRIATE

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Composition 4HE MEMBERSHIP OF THE COMMITTEE IS DETERMINED BY THE BOARD OF DIRECTORS AND IT GENERALLY CONSISTS OF THREE OR MORE DIRECTORS WHO ARE NOT MEMBERS OF MANAGEMENT 7HERE THE BOARD HAS CONSTITUTED NOMINATION COMMITTEE THE BOARD CONSIDERS RECOMMENDATION OF THE NOMINATION COMMITTEE WHILE MAKING APPOINTMENT TO THE COMPLIANCE COMMITTEE 4HE BOARD ALSO APPOINTS A COMMITTEE CHAIRPERSON 4HE BOARD MAY REMOVE ANY MEMBER FROM THE COMMITTEE AT ANY TIME

Meetings 4HE #OMMITTEE HOLDS SUCH MEETINGS FROM TIME TO TIME AS IT DETERMINES 4HE COMMITTEE ALSO MEETS PERIODICALLY WITH THE MANAGEMENT #HIEF #OMPLIANCE /FFICER #OMPANY 3ECRETARY AND COMPANY S LEGAL COUNSEL 4HE MEETINGS ARE HELD TO REVIEW THE COMPLIANCE POLICIES PROCEDURES AND SPECIFIC ISSUES REGARDING COMPLIANCE

Authority i 4O THE EXTENT PERMITTED BY POLICIES OF THE COMPANY THE COMMITTEE MAY ESTABLISH SUB COMMITTEES CONSISTING OF ONE OR MORE MEMBERS OTHER DIRECTORS AND MANAGEMENT TO CARRY OUT SUCH DUTIES AS THE COMMITTEE MAY DELEGATE ii 4HE COMMITTEE HAS THE AUTHORITY TO RETAIN SUCH OUTSIDE ADVISORS INCLUDING LEGAL COUNSEL OR OTHER EXPERTS AS IT DEEMS APPROPRIATE AND TO APPROVE THE FEES AND EXPENSES OF SUCH ADVISORS

iv 4HE COMMITTEE MAY REVIEW AND REASSESS THE ADEQUACY OF ITS CHARTER AND RECOMMEND ANY PROPOSED CHANGES TO THE "OARD FOR APPROVAL

Responsibilities and Functions of the Compliance Committee 4HE RESPONSIBILITIES OF THE #OMPLIANCE #OMMITTEE INCLUDE THE FOLLOWING 1. Compliance with the Laws and Regulations. !UDIT COMMITTEE HAS THE RESPONSIBILITIES OF OVERSIGHT OVER MATTERS OF FINANCIAL COMPLIANCE INCLUDING AUDITING FINANCIAL REPORTING AND DISCLOSURES TO INVESTORS THE COMPLIANCE COMMITTEE HAS OVERSIGHT RESPONSIBILITY FOR MATTERS OF NON FINANCIAL COMPLIANCE WITH THE LAWS REGULATIONS AND OTHER STATUTORY REQUIREMENTS APPLICABLE TO THE COMPANY 4HE COMPLIANCE COMMITTEE REVIEWS COMPLIANCE PROGRAMS POLICIES AND PROCEDURES SIGNIFICANT LEGAL OR REGULATORY COMPLIANCE EXPOSURE AND MATERIAL REPORTS OR INQUIRIES FROM GOVERNMENT OR REGULATORY AGENCIES 2. Compliance with the Policies, Procedures and Codes of the Company. 4HE COMMITTEE REVIEWS THE COMPANY S COMPLIANCE EFFORTS WITH RESPECT TO RELEVANT COMPANY POLICIES AND THE COMPANY S CODE OF CONDUCT WITH RESPECT TO INSIDER TRADING RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST OTHER RELEVANT LAWS AND REGULATIONS 4HE COMMITTEE ALSO MONITORS COMPANY S EFFORTS TO IMPLEMENT LEGAL OBLIGATIONS ARISING FROM SETTLEMENT AGREEMENTS AND OTHER SIMILAR DOCUMENTS OR ORDERS AND REVIEWS AND ISSUES REPORTS REQUIRED BY SETTLEMENT AGREEMENTS OR OTHER RELEVANT LEGAL OBLIGATIONS 3. Investigations. 4HE COMMITTEE OVERSEES THE INVESTIGATION OF AND MAY ALSO REQUEST THE INVESTIGATION OF ANY SIGNIFICANT INSTANCES OF NON COMPLIANCE WITH LAWS OR THE COMPANY S COMPLIANCE PROGRAMS POLICIES OR PROCEDURES OR POTENTIAL COMPLIANCE VIOLATIONS THAT ARE REPORTED TO THE COMMITTEE 4. Compliance Risk Assessment Plan. 4HE COMMITTEE REGULARLY REVIEWS THE COMPANY S COMPLIANCE RISK ASSESSMENT PLAN

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iii 4HE CHAIRPERSON OF THE COMMITTEE REPORTS REGULARLY TO THE AUDIT COMMITTEE AS WELL AS HE FULL BOARD ON THE COMMITTEE S ACTIVITIES FINDINGS AND RECOMMENDATIONS INCLUDING THE RESULTS OF THE COMMITTEE

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5. Review of Complaints. 4HE COMMITTEE OVERSEES THE REVIEW OF COMPLAINTS RECEIVED FROM INTERNAL AND EXTERNAL SOURCES INCLUDING THE PUBLISHED REPORTS 6. Other Duties. 4HE COMMITTEE ALSO CARRIES OUT SUCH OTHER DUTIES AS MAY BE DELEGATED TO IT BY THE BOARD FROM TIME TO TIME

Risk Management Committee Purpose 4HE RISK MANAGEMENT COMMITTEE IS A STANDING SUB COMMITTEE OF THE BOARD OF DIRECTORS )T ASSISTS THE BOARD IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES IN RELATION TO CURRENT AND POTENTIAL RISK EXPOSURES OF THE COMPANY INCLUDING DETERMINATION OF RISK APPETITE AND TOLERANCE

Composition

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4HE COMMITTEE COMPRISES A MINIMUM OF THREE INDEPENDENT NON EXECUTIVE DIRECTORS AS WELL AS THE CHIEF EXECUTIVE AND FINANCIAL DIRECTOR 7HERE THE BOARD HAS CONSTITUTED NOMINATION COMMITTEE THE BOARD CONSIDERS RECOMMENDATION OF THE NOMINATION COMMITTEE WHILE MAKING APPOINTMENT TO THE RISK COMMITTEE -EMBERS OF THE COMMITTEE ARE INDIVIDUALS WITH RISK MANAGEMENT SKILLS AND EXPERIENCE 4HE BOARD ALSO APPOINTS A COMMITTEE CHAIRPERSON 4HE CHAIR OF THE BOARD MAY NOT SERVE AS CHAIR OF THIS COMMITTEE 4HE RISK COMMITTEE SHOULD HAVE APPROPRIATE OVERLAP WITH THE AUDIT COMMITTEE IN PARTICULAR INVOLVING THE PARTICIPATION BY THE CHAIRMAN OF THE AUDIT COMMITTEE

Meetings 4HE FREQUENCY WITH WHICH THE COMMITTEE NEEDS TO MEET VARIES FROM COMPANY TO COMPANY AND MAY CHANGE FROM TIME TO TIME !S A GENERAL RULE MOST RISK COMMITTEES WOULD BE EXPECTED TO MEET AT LEAST QUARTERLY 4HERE SHOULD BE AS MANY MEETINGS AS THE RISK COMMITTEE S ROLE AND RESPONSIBILITIES REQUIRE 4HE COMMITTEE MAY MEET IN JOINT SESSION WITH THE !UDIT COMMITTEE OF THE "OARD FROM TIME TO TIME TO DISCUSS AREAS OF COMMON INTEREST AND SIGNIFICANT MATTERS 4HE COMMITTEE ALSO MEETS PERIODICALLY WITH THE MANAGEMENT #HIEF 2ISK /FFICER #HIEF #OMPLIANCE /FFICER #OMPANY 3ECRETARY AND COMPANY S LEGAL COUNSEL 4HE COMMITTEE MAY REQUEST ANY OFFICER OR EMPLOYEE OF THE COMPANY OR ANY SPECIAL COUNSEL OR ADVISOR TO ATTEND A MEETING OF THE COMMITTEE

Authority i 4HE COMMITTEE MAY ESTABLISH SUB COMMITTEES CONSISTING OF ONE OR MORE MEMBERS OTHER DIRECTORS AND MANAGEMENT TO CARRY OUT SUCH DUTIES AS THE COMMITTEE MAY DELEGATE ii 4HE RISK COMMITTEE HAS THE AUTHORITY TO ENGAGE INDEPENDENT COUNSEL AND OTHER ADVISERS AS IT DETERMINES NECESSARY TO CARRY OUT ITS DUTIES 4HE COMMITTEE HAS THE POWER TO APPROVE THE FEES AND EXPENSES OF SUCH ADVISORS iii 4HE CHAIRPERSON OF THE COMMITTEE REPORTS REGULARLY TO THE AUDIT COMMITTEE AS WELL AS THE FULL BOARD ON THE COMMITTEE S ACTIVITIES FINDINGS AND RECOMMENDATIONS INCLUDING THE RESULTS OF THE COMMITTEE iv 4HE COMMITTEE MAY REVIEW AND REASSESS THE ADEQUACY OF ITS CHARTER AND RECOMMEND ANY PROPOSED CHANGES TO THE BOARD FOR APPROVAL

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Responsibilities and Functions of the Risk Management Committee 4HE COMMITTEE S RESPONSIBILITIES INCLUDE 2EVIEW RISK MANAGEMENT POLICY AND PLAN DEVELOPED BY THE MANAGEMENT -ONITOR IMPLEMENTATION OF THE RISK POLICY AND PLAN BY THE MANAGEMENT %NSURING THAT AN APPROPRIATE ENTERPRISE WIDE RISK MANAGEMENT SYSTEM IS IN PLACE WITH ADEQUATE AND EFFECTIVE PROCESSES THAT INCLUDE STRATEGY ETHICS OPERATIONS REPORTING COMPLIANCE )4 AND SUSTAINABILITY -AKE RECOMMENDATIONS TO THE BOARD ON RISK INDICATORS LEVELS OF RISK TOLERANCE AND APPETITE %NSURE RISK MANAGEMENT ASSESSMENTS AND MINIMIZATION PROCEDURES ARE PERFORMED REGULARLY

BY THE MANAGEMENT !DVISE THE BOARD ON THE EFFECTIVENESS OF THE SYSTEM AND PROCESS OF RISK MANAGEMENT 2EVIEW REPORTING ON RISK MANAGEMENT THAT IS TO BE INCLUDED IN THE ANNUAL REPORT

Investment Committee Purpose

Composition 4HE )NVESTMENT COMMITTEE GENERALLY CONSISTS OF THREE OR MORE DIRECTORS WHO ARE APPOINTED BY THE BOARD /NE OF THE DIRECTORS IS APPOINTED AS CHAIRMAN 4HE COMPANY SECRETARY ACTS AS 3ECRETARY TO THE #OMMITTEE

Operations 4HE CHAIRMAN OF THE COMMITTEE CALLS THE COMMITTEE MEETING AS AND WHEN REQUIRED -INUTES OF EVERY MEETING IS PLACED FOR INFORMATION AND APPROVAL OF THE BOARD IN THE BOARD MEETING

Powers and Authority 4HE )NVESTMENT #OMMITTEE IS RESPONSIBLE TO 3ET INVESTMENT POLICIES SUBJECT TO APPROVAL OF THE BOARD AND GUIDELINES INCLUDING POLICIES AND GUIDELINES REGARDING ASSET CLASSES ASSET ALLOCATION RANGES AND PROHIBITED INVESTMENTS $EFINE PERMISSIBLE ASSETS CLASSES FOR INVESTMENT AND TOLERANCE FOR RISK !PPROVE THE ALLOCATION OF STRATEGIC ASSETS !PPROVE INDIVIDUAL INVESTMENTS AND RELATED APPLICATIONS #OMPLETE DUE DILIGENCE FROM LEGAL AND FINANCIAL ANGLE FOR THE INVESTMENTS 0ROVIDE DELEGATION OF AUTHORITY TO THE MANAGEMENT TO EXECUTE INDIVIDUAL INVESTMENT TRANSACTIONS SIGNING OF MEMORANDUM OF UNDERSTANDING AGREEMENTS DEEDS FOR THE INVESTMENTS !PPROVE AMENDMENTS TO INVESTMENT PLANS %VALUATE INVESTMENT PERFORMANCE BASED ON A COMPARISON OF ACTUAL RETURNS WITH THE RETURN OBJECTIVE AND WITH SUCH OTHER BENCHMARKS AS THE "OARD OR #OMMITTEE MAY FROM TIME TO TIME

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)NVESTMENT COMMITTEE IS A SUB COMMITTEE OF THE BOARD !LTHOUGH NOT MANDATED BY THE LEGAL REQUIREMENT THE INVESTMENT COMMITTEE IS AN IMPORTANT COMMITTEE TO ASSIST THE BOARD OF DIRECTORS IN FORMULATING INVESTMENT POLICIES STRATEGIES TRANSACTIONS AND REVIEWING PERFORMANCE OF THE COMPANY S INVESTMENTS AND CAPITAL EXPENDITURE

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SELECT 4HE EVALUATION TAKES INTO ACCOUNT COMPLIANCE WITH INVESTMENT POLICIES AND GUIDELINES AND RISK LEVELS 2EVIEW THE INVESTMENT POLICIES STRATEGIES AND PROGRAMS OF THE #OMPANY

Shareholders’ Grievance Committee Purpose 4HE 3HAREHOLDERS 'RIEVANCE #OMMITTEE IS A STANDING SUB COMMITTEE OF THE BOARD OF DIRECTORS OF A COMPANY WHICH LOOKS INTO REDRESSAL OF SHAREHOLDERS COMPLAINTS RELATED TO TRANSFER OF SHARES NON RECEIPT OF "ALANCE 3HEET NON RECEIPT OF DECLARED DIVIDEND ETC 4HE COMMITTEE OVERSEES PERFORMANCE OF THE 2EGISTRARS AND 4RANSFER !GENTS OF THE COMPANY

Composition 4HE 3HAREHOLDERS 'RIEVANCE #OMMITTEE CONSISTS OF THREE OR MORE DIRECTORS 4HE CHAIRMAN OF THE COMMITTEE IS AN INDEPENDENT NON EXECUTIVE DIRECTOR 4HE COMPANY SECRETARY ACTS AS SECRETARY TO THIS COMMITTEE

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Meetings 4HE #OMMITTEE HOLDS SUCH MEETINGS FROM TIME TO TIME AS IT DETERMINES 4HE COMMITTEE ALSO MEETS PERIODICALLY WITH THE 2EGISTRARS AND 4RANSFER !GENTS OF THE COMPANY TO REVIEW ITS SERVICES IN THE CONTEXT OF COMPLAINTS OF THE SHAREHOLDERS

Responsibilities and Functions of the Shareholders’ Grievance Committee 4HE RESPONSIBILITIES OF THE 3HAREHOLDERS 'RIEVANCE #OMMITTEE INCLUDE THE FOLLOWING 2EVIEW THE MECHANISM ADOPTED FOR REDRESSAL OF INVESTORS AND DEPOSITORS COMPLAINTS 2EVIEW THE COMPLAINTS AND THE STATUS OF INVESTORS COMPLAINTS /VERSEES THE SERVICES OF THE 2EGISTRARS AND 4RANSFER !GENTS OF THE #OMPANY 2EVIEW THE INITIATIVES TAKEN TO REDUCE QUANTUM OF UNCLAIMED DIVIDENDS 2EVIEW THE STATUS OF THE LITIGATION S FILED BY AGAINST THE SHAREHOLDERS OF THE COMPANY 2EVIEW THE IMPACT OF ENACTMENTS AMENDMENTS ISSUED BY THE -#! 3%") AND OTHER REGULATORY AUTHORITIES ON MATTERS CONCERNING THE INVESTORS IN GENERAL 2EVIEW THE STATUS OF CLAIMS RECEIVED FOR UNCLAIMED SHARES 2EVIEW THE MATTERS RELATING TO UPLOADING OF DATA RELATING TO UNCLAIMED DEPOSITS DIVIDENDS TO THE WEBSITE OF )NVESTOR %DUCATION 0ROTECTION &UND IN TERMS OF THE )%0& 3UCH OTHER MATTERS AS PER THE DIRECTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY AND OR AS REQUIRED UNDER #LAUSE OF THE ,ISTING !GREEMENT

Investor Relations Committee Purpose 4HE PURPOSE OF THE )NVESTOR 2ELATIONS #OMMITTEE OF THE "OARD OF $IRECTORS IS TO MONITOR AND ASSIST THE BOARD WITH THE STRATEGIC DIRECTION AND OVERALL STATUS OF THE COMPANY S INVESTOR RELATIONS PROGRAMS AND ASSOCIATED ACTIVITIES

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Membership 4HE COMMITTEE COMPRISES OF NOT LESS THAN TWO MEMBERS EACH OF WHOM IS A MEMBER OF THE BOARD "OARD OF DIRECTORS OF THE COMPANY DECIDES THE EXACT NUMBER OF MEMBERS )N CONSULTATION WITH THE BOARD THE COMMITTEE DESIGNATES ONE MEMBER OF THE COMMITTEE AS ITS CHAIRPERSON 4HE COMMITTEE MAY ALSO FORM AND DELEGATE AUTHORITY TO SUB COMMITTEES AS THE COMMITTEE DEEMS NECESSARY OR APPROPRIATE

Responsibilities and Functions of Investor Relation Committee 4HE DUTIES AND RESPONSIBILITIES OF THE COMMITTEE INCLUDE THE FOLLOWING -ONITOR AND ASSIST MANAGEMENT WITH THE STRATEGIC DIRECTION AND OVERALL STATUS OF THE COMPANY S INVESTOR RELATIONS AND ASSOCIATED ACTIVITIES 2EVIEW AND APPROVAL OF ENGAGEMENT OF THIRD PARTY INVESTOR RELATIONS 2EVIEW OF INVESTOR PRESENTATIONS AND PRESS RELEASES #ONDUCT REGULAR INFORMAL MEETINGS WITH SENIOR MANAGEMENT OF THE COMPANY TO DISCUSS AND STRATEGIZE ON THE COMPANY S INVESTOR RELATIONS 0ROVIDE OVERSIGHT AND GUIDANCE REGARDING ALL MATERIAL INVESTOR RELATIONS ISSUES QUESTIONS

2. )S IT MANDATORY FOR COMPANIES IN )NDIA TO CONSTITUTE AUDIT COMMITTEE 7HAT SHOULD BE THE COMPOSITION OF AUDIT COMMITTEE 3. 7HAT IS A REMUNERATION COMMITTEE 7HY IT IS CONSTITUTED 4. 7HAT IS NOMINATING COMMITTEE 7HAT ROLE IS ASSIGNED TO THE NOMINATING COMMITTEE 5. 7HAT IS RISK MANAGEMENT COMMITTEE 7HAT ROLE IS ASSIGNED TO IT 6. 7HAT IS COMPLIANCE COMMITTEE 7HAT ARE ITS FUNCTIONS 7. 7HY SHAREHOLDERS GRIEVANCE COMMITTEE IS CONSTITUTED )S IT MANDATORY IN )NDIA 8. 7RITE A SHORT NOTE ON i )NVESTMENT #OMMITTEE ii )NVESTORS 2ELATION #OMMITTEE

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1. 7HAT IS AN AUDIT COMMITTEE $ISCUSS ITS POWERS AND FUNCTIONS

Auditing and Corporate Governance | B.Com. (Hons.) | CBCS AUTHOR : PUBLISHER : DATE OF PUBLICATION : EDITION : ISBN NO : NO. OF PAGES : BINDING TYPE :

ANIL KUMAR, LOVLEEN GUPTA, JYOTSNA RAJAN ARORA TAXMANN DECEMBER 2023 7TH EDITION 9789357787017 248 PAPERBACK

Rs. 525 | USD 35

Description The objective of this book is to impart the basic knowledge of the following in the global and Indian context: u Auditing u Corporate Governance u Corporate Social Responsibility This book also discusses the issues in corporate governance, ethics, and auditing.

This book covers the entire syllabus for undergraduate students of the following: u B.Com. (Hons.) u B.Com. (Programme) u BBA u BMS of Delhi University u Other Universities This book is a recommended textbook by the University Grants Commission (UGC) for undergraduate students of B.Com. (Hons.) and allied courses under the Choice Based Credit System (CBCS) Programme.

This book incorporates recent changes in the Indian Companies Act, 2013 & SEBI (LODR) Regulations at the relevant places.

The Present Publication is the 7th Edition, authored by Anil Kumar, Lovleen Gupta, and Jyotsna Rajan Arora, with the following noteworthy features: u [Simple, Systematic and Comprehensive Explanation] of the concept and theories underlying Auditing & Corporate Governance u [Organised Analysis] of the theories and issues underlying corporate governance and business ethics u [Most Updated & Amended] This book incorporates all the latest amendments and rules concerning company audit and corporate governance provisions laid down by SEBI (LODR) Regulations and the Companies Act 2013 u [Student-Oriented Book] This book has been developed keeping in mind the following factors:  Interaction of the authors/teachers with their students in the classroom  Shaped by the authors/teachers’ experience of several years  Reactions and responses of students have also been incorporated at different places in the book u This book also incorporates the previous year’s question papers:  B.Com. (Hons.) CBCS (2018) Semester VI  B.Com. (Prog.) CBCS (2018)  B.Com. (Hons.) CBCS (2019) Semester VI  B.Com. (Hons.) CBCS (2020) OPEN BOOK EXAM  B.Com. (Hons.) CBCS (2022) Semester VI  B.Com. (Hons.) CBCS (2023) Semester VI

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