MINUTES OF THE AUDIT COMMITTEE MEETING

The meeting of the Audit Committee of [Company Name] was held on [Date of Meeting] at [Time of Meeting] at [Location of Meeting]. The following members were present:

• [Name of Audit Committee Member 1], Chairperson
• [Name of Audit Committee Member 2]
• [Name of Audit Committee Member 3]

Also present were [Name and Designation of any Invitees or Attendees].

1. Approval of Minutes The minutes of the previous Audit Committee meeting held on [Date of Previous Meeting] were approved by the committee without any amendments.
2. Review of Financial Statements The Audit Committee reviewed the unaudited financial statements of the company for the [Period Covered by the Financial Statements]. The committee noted the changes in the financial position of the company and discussed the possible impact of these changes on the company’s operations.
3. Internal Audit Report The Audit Committee reviewed the Internal Audit Report for [Period Covered by the Report]. The committee discussed the significant findings and recommendations made by the internal auditors and agreed upon the proposed actions to be taken by the management.
4. External Audit Report The Audit Committee reviewed the External Audit Report for [Period Covered by the Report]. The committee discussed the significant findings and recommendations made by the external auditors and agreed upon the proposed actions to be taken by the management.
5. Risk Management and Internal Controls The Audit Committee reviewed the risk management and internal control systems of the company. The committee discussed the effectiveness of these systems and made recommendations for improvement.
6. Any Other Business No other business was discussed during the meeting.
7. Next Meeting The next meeting of the Audit Committee will be held on [Date of Next Meeting] at [Time of Next Meeting] at [Location of Next Meeting].

The meeting was adjourned at [Time of Adjournment].

[Name and Signature of Chairperson]

[Name and Signature of Committee Member 1]

[Name and Signature of Committee Member 2]

[Name and Signature of Committee Member 3]

Here is another Draft Minutes of the Audit Committee Meetings

MINUTES OF THE 1/2022-23 AUDIT COMMITTEE MEETING OF INTERNATIONAL CARRIERS LIMITED, HELD ON WEDNESDAY, 11th, MAY 2022 STARTED AT 11:00 A.M. AND CONCLUDED AT 11:45 A.M. AT 301-306, COMPLEX, NEAR CENTRE, ROAD, KERALA–302006, .

PRESENT:

1. Mr. Garg (DIN: 000000): Non Executive & Independent Director (In Chair)
2. Mr. Agarwal (DIN: 00000): Non Executive & Independent Director
3. Mr. Mohnot (DIN: 0000): Non Executive & Independent Director
4. Mr. Agarwal (DIN: 00000000): Managing Director
5. Mr. Agarwal: Representative of M/s. YUYU& Co.,

• Mr. Verma Ve: Internal Auditor (Invitee)

CHAIRMAN:

Mr. GarG Garg (DIN: 0000000), Chairman of the Committee, presided over the meeting as per the schedule of agenda.

1. CONFIRMATION OF MINUTES:

The minutes of previous Committee Meeting held on January 30, 2021 were read, confirmed and signed by the Chairman as correct.

• 2.       AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2022:

The Chairman apprised the Audit Committee that pursuant to the section 129 of the Companies Act, 2013 (the “Act”), where a company has one or more subsidiaries, it shall, in addition to financial statements, prepare a consolidated financial statement of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the annual general meeting of the company along with the laying of its financial statement under sub-section (2) of Section 129 of the Act. As per explanation given under this section, for the purposes of this section, the word “subsidiary” shall include associate company and joint venture.

Pursuant to the section 134 of the Act, the financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed.

Further, pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed Company shall submit audited standalone financial results for the financial year, within sixty days from the end of the financial year along with the audit report. SEBI vide its circular dated May 27, 2016 has dispensed with the requirement of filing Form A or Form B for audit report with unmodified or modified opinion. Further, if the listed entity has subsidiaries, it shall, while submitting annual audited standalone financial results also submit annual audited consolidated financial results along with the audit report. The annual audited financial results shall be approved by the Board of Directors of the company and shall be signed by the Chairman or managing director, or a whole time director. In the absence of all of them, it shall be signed by any other director of the company who is duly authorized by the Board to sign the financial results and then be submitted to the Stock Exchanges. While placing the financial results before the board of directors, the chief executive officer and chief financial officer of the listed entity shall certify that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading.

The Audit Committee is to note that as on March 31, 2022, the Company has the following subsidiary:

• Various Solutions private Limited (subsidiary)

Thereafter, the audited standalone and consolidated statement of financial results for the year ended March 31, 2022, placed before the meeting for their perusal and approval. The Committee did not find any changes in accounting policies and practices. It also did not find any qualifications in the draft audit reports.

After needful discussions on the said annual accounts, the Audit Committee unanimously approved and recommended the said accounts to the Board and Statutory Auditors of the Company for their consideration, approval and report thereon.

None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested in the said resolution/matter except to the extent of their shareholding in the Company, if any.

• STATEMENT OF TRANSACTIONS WITH RELATED PARTIES:

It was informed to the Committee that during the year under review, the Company had not entered into any materially significant related party transactions that may have potential conflict with the interests of the Company at large. All related party transactions entered into by the Company during the year under review were in the ordinary course of business and were on arm’s length basis. All related party transactions had the prior approval of the audit committee. A statement in summary form of transactions with related parties in the ordinary course of business placed before the audit committee. After review, the Committee noted and approved the same.

• COMPLIANCE REPORTS OF LAWS APPLICABLE TO THE COMPANY:

A status report about compliance of laws (including provisions of the listing Regulations) applicable to the Company for the year ended March 31, 2022 was placed before the meeting. After review, the Committee noted the same.

• REVIEW OF THE RISK ASSESSMENT AND MINIMIZATION PROCEDURES TO ENSURE THAT EXECUTIVE MANAGEMENT CONTROLS RISK THROUGH MEANS OF A PROPERLY DEFINED FRAMEWORK:

The Chairman apprised to the Committee about the Risk Assessment and Minimization procedures to ensure that executive management controls risk through means of a properly defined framework. After detailed discussion of the matter, the Committee noted the same and advised the Board to improve the existing procedure and system to the greater extent.

• INTERNAL AUDIT REPORT:

An internal audit report for the period from 01.4.2021 to 31.03.2022 was placed in meeting. The Committee discussed with the internal auditor on their findings and also followed up on the earlier findings. After detailed consideration thereon, the Committee noted the same, as the report was found satisfactory.

The Committee also reviewed 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. The Committee also reviewed the scope, functioning, periodicity and methodology for conducting the internal audit.

• REVIEW OF INTERNAL CHECK & CONTROL:

The matter was discussed and deliberated upon by the member of Audit Committee with the help of Statutory Auditors, who expressed satisfaction on present system being followed. However, the Committee was of the view that system be improved further as to the inventory management and control to save overheads appropriately.

• REVIEW OF PERFORMANCE OF STATUTORY, JOINT STATUTORY AND INTERNAL AUDITORS:

The Committee reviewed the performance of the Statutory Auditors, M/s. YUYU & co., Chartered Accountants, Mumbai and the internal auditor of the Company, Mr. Vaerma Verma in the financial year 2021-22. The Committee was satisfied with the performance of both the auditors.  

• REVIEW OF THE FUNCTIONING OF THE WHISTLE BLOWER MECHANISM:

It was apprised to the Committed that the Company has established a mechanism where employees are encouraged to report their concerns about any unethical behavior, malpractice, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. All the reported concerns are meticulously investigated and appropriate actions are taken accordingly. The Company also has a system through which the employees can notify their problems or any other matter against the interest of the Company to the CEO of the Company through telephone, email or in writing, directly or through the Secretariat.

In the financial year 2017-18, no employee has contacted the Managing Director with their problems and matters against the interest of the Company, which need to be meticulously investigated.

1. RECOMMENDATION TO THE BOARD, THE RE-APPOINTMENT OF THE STATUTORY AUDITOR FOR THE FINANCIAL YEAR 2021-2022:

Considering the performances, qualifications and experiences of audit work of M/s YUYUl & co., Chartered Accountants, Mumbai, Statutory Auditor and after having a discussion about the nature and scope of audit, the Committee recommended the re-appointment of M/s YUYU & co., Chartered Accountants as Statutory Auditor of the Company for the financial year 2021-2022.

1. RECOMMENDATION TO THE BOARD, THE RE-APPOINTMENT OF THE INTERNAL AUDITOR FOR THE FINANCIAL YEAR 2021-2022:

Considering the performances, qualifications and experiences of Internal audit work, Mr. Agrawal Agarwal, appointed Statutory Auditor and after having discussion about the nature and scope of audit, the Committee recommended the re-appointment of Mr. Verma Verma as Internal Auditor of the Company for the financial year 2021-2022.

1. PRIOR OMNIBUS APPROVAL FOR THE RELATED PARTY TRANSACTION:

It was apprised to the Audit Committee that as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Related Party Transactions shall require prior approval of the Audit Committee. However, the Audit Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the company subject to the following conditions:

• The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the listed entity and such approval shall be applicable in respect of transactions which are repetitive in nature;
• The Audit Committee shall satisfy itself regarding the need for such omnibus approval and that such approval is in the interest of the listed entity;
•  Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price / current contracted price and the formula for variation in the price if any and (iii) such other conditions as the Audit Committee may deem fit;

Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs.1 crore per transaction.

• Audit Committee shall review, at least on a quarterly basis, the details of RPTs entered into by the listed entity pursuant to each of the omnibus approval given;
• Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year”

It was further apprised to the Committee that the Company needs to enter into transactions with the related parties based on ordinary course of business and at the arms’ length basis.

After detailed discussion on the matter, the Audit Committee passed the following resolutions, unanimously:

“RESOLVED THAT subject to consent of the Company by way of special/ordinary resolution, as the case may be, if required and pursuant to the provisions of section 188 of the Companies Act, 2013 and other applicable provisions including any modification or re-enactment thereof, if any, of the Companies Act, 2013, and regulations of the SEBI (Listing Obligations and Disclosure Requirements), 2015, omnibus consent of the Audit Committee be and is hereby accorded to Transactions entered/to be entered into with the related parties by the Company in the ordinary course of business and on arms’ length basis from April 01, 2021 to March 31, 2022 upto the maximum per annum amounts as mentioned below:

Details of Transactions entered/to be entered into with Related Parties during FY 2018-19:

RESOLVED FURTHER THAT all these transactions will be based on ordinary course of business and at arms’ length basis.

RESOLVED FURTHER THAT Mr. Agrawal Agarwal (DIN: 00000000), Managing Director, Mrs. Agrawal Agarwal (DIN: 0000000), Whole Time Director and the Company Secretary of the Company, be and are hereby authorized severally to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution and to do all acts, deeds, things, as may be necessary in its absolute discretion deem necessary, proper desirable and to finalise any documents and writings related thereto.”  

None of the Directors or other Key Managerial Personnel of the Company or their relatives is concerned or interested in the above resolutions/financial arrangements/financial proposals.

Interested director(s) was/were not present at the meeting during discussions and voting, if any on the aforesaid resolutions, in which he/they are interested

Thereafter, the meeting concluded with a vote of thanks to the Chair.

Date of entry of the Minutes: 11.05.2022

References

1. Audit Committee Minutes in 2023
2. What is Audit Committee with Draft Minutes