Minutes – Audit Committee Meeting

MINUTES OF THE MEETING 01/[FY] OF THE AUDIT COMMITTEE OF ______________________________________ HELD ON _____(DAY), ____(Date) OF _______(Month), ______(Year), AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT_______________________________________________________________________________________________________________________(Address) AT __A.M/ P.M

MEMBERS PRESENT:

For eg.

Mr./Mrs. _____ : Chairperson (Independent Director)

Mr./Mrs. _____ : Member (Independent Director)

Mr./Mrs. _____ : Member (Director)

INVITEES:

For eg.

Mr./Mrs. : Chief Financial Officer (CFO)

Mr./Mrs. : Company Secretary (CS)

Mr./Mrs. : Internal Auditor

PROCEEDINGS:

For eg.

Chairperson:

Mr./Mrs. ___________(Chairperson’s name) welcomed all the Members and declared the meeting open.

Quorum:

The Company Secretary confirmed that the requisite quorum for the meeting, in accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable rules, was present. Accordingly, the meeting was declared to be duly convened and valid for the transaction of business.

To Confirm the Minutes of previous Audit Committee Meeting:

The Company Secretary informed the members that the Audit Committee has been duly constituted by the Board of Directors in accordance with the provisions of Section 177 of the Companies Act, 2013. The composition has been reviewed and found to be in compliance with the applicable statutory requirements.

Confirmation of constitution of Audit Committee:

The Audit Committee was formally declared constituted in accordance with the provisions of Section 177 of Companies Act, 2013.

Recommendation of Internal Auditor Appointment:

The Audit Committee Recommended to appoint M/s ______________(Name of Auditor /Firm), having (FRN: ____________ ) Chartered Accountants as Internal Auditor of the Company.

To Review Internal Control And Internal Audit System of The Company:

The committee was briefed about the internal control and internal audit system presently being prevailed in the company. The Internal Audit Report of the Internal Auditors was placed before the Board for discussion. The Board discussed the same.

Vigil Mechanism Policy:

The Committee noted that pursuant to the provisions of Section 177 of the Companies Act, 2013, read with applicable rules, the Company has established a Vigil Mechanism (Whistle Blower Policy) to enable directors and employees to report their genuine concerns regarding unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct.

The Audit Committee reviewed the existing Vigil Mechanism and confirmed that it provides for adequate safeguards against victimization of employees and directors who avail of the mechanism. The Committee also noted that the policy allows for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

It was further noted that no complaints or concerns were received under the Vigil Mechanism during the financial year till the date of the meeting. (Edit it accordingly)

To Review the Accounting Policy of the Company:

The committee was briefed about the accounting policy presently being followed in financial statements by the company. The Board reviewed and discussed the same.

Presentation of Annual Budget for Financial Year 20__-20__:

The chairman informed the committee that Chief Financial Officer has presented the Annual Budget for F.Y. 20__-20__ in the meeting and the same has to be presented to Board for review. After some discussion, the following resolution was passed unanimously:-

“RESOLVED THAT, the annual Budget of the company for the year 20__-20__ as submitted by the Chief Financial Officer be and is hereby reviewed by the committee and to be presented to Board in the next Board meeting for approval of the same.”

To Consider And Recommend The Approval Of The Financial Statements Of The Company, Including Consolidated Financial Statements For The Fy 20__-20__:

The Chairman informed the Committee that the Statutory Auditors of the Company have completed the audit and the Financial Statements of the Company, including Consolidated Financial Statements for the FY 20__-20__with the notes to accounts and annexures thereto were placed before the Audit Committee for their consideration and recommendation. The Committee discussed and reviewed the Financial Statements of the Company at length and recommended it for the approval of the Board of Directors of the Company.

The Committee took the same on record.

To Discuss The Statutory Auditors Report Of The Company For The Period Ended [DATE]:

The Chairman informed the Committee that the Company had received the audit report from M/s. ______________ (Name of Auditor/ Firm), Chartered Accountants for the period ended March 31, 20__. The Committee discussed the observations/qualification and other comments mentioned by the auditor.

The Committee took the same on record.

Other Business:

There was no other business to be conducted.

Vote of Thanks:

There being no other business, the meeting terminated with a vote of thanks to the Chair.

Place: [PLACE].

Date: ([DATE]) CHAIRPERSON:

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