annual report of the company

2. Every Audit Committee constituted under sub-section (1) shall act in accord
ance with terms of reference to be specified in writing by the Board.
3. The members of the Audit Committee shall elect a Chairman from amongst
themselves.
4. The annual report of the company shall disclose the composition of the Audit
Committee
5. The Auditors, the internal Auditor, if any, and the Director-In-Charge of
finance shall attend and participate at meetings of the Audit Committee but
shall not have the right to vote.
6. The Audit Committee should have discussions with the Auditors periodically about internal control systems, the scope of audit including the observations of the Auditors and review the half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems.
7. The Audit Committee should have authority to investigate into any matter in relation to the items specified in this section or referred to it by the Board and for this purpose, shall have full access to information contained in the records of the company and external professional advice, if necessary.
8. The recommendations of the Audit Committee on any matter relating to financial management including the audit report, shall be binding on the Board.
9. If the Board does not accept the recommendations of the Audit Committee, it shall record the reasons therefor and communicate such reasons to the shareholders.
10. The Chairman of the Audit Committee_shall attend the annual general meet
ings of the company to provide any clarification on matters relating to audit.
11. If a default is made in complying with the provisions of this Section, the company, and every officer who is in default, shall be punishable with imprisonment for a term which may extend to one year, or with fine which may extend to fifty thousands rupees, or with both.