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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. Shyamal Mukherjee, Ms. Fiona Jane Mary Paulus & Mr. S. K. Roongta. The Chairman of the Audit Committee is Mr. Shyamal Mukherjee.

Mr. Shyamal Mukherjee

Mr. Shyamal Mukherjee

Independent Director
Ms. Fiona Jane Mary Paulus

Ms. Fiona Jane Mary Paulus

Independent Director
Mr. Sushil Kumar Roongta

Mr. Sushil Kumar Roongta

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. 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.

Mr. Sushil Kumar Roongta

Mr. Sushil Kumar Roongta Independent Director

Mr. Sushil Kumar Roongta is an Electrical Engineer from the Birla Institute of Technology & Science (BITS), Pilani and a Post Graduate Diploma in Business Management - International Trade, from the Indian Institute of Foreign Trade (IIFT), New Delhi. He is a Fellow of All India Management Association (AIMA). Mr. Roongta has a wide and varied experience in public sector undertakings.

Mr. Roongta is the former Chairman of Steel Authority of India Limited (SAIL), one of India’s largest public sector company. He was also the first Chairman of International Coal Ventures Limited (ICVL) – a JV of five leading PSUs i.e. SAIL, CIL, RINL, NMDC & NTPC.

Mr. Roongta has also served as a member of various Apex Chambers - Chairman of ‘Steel Committee’ of FICCI, member of National Council of CII and Advisory Council of ASSOCHAM. Mr. Roongta was also President of Institute for Steel Development & Growth. He was also a member of the Executive Committee of the World Steel Association - the Apex Body for formulation of policy for world steel. He was chairman of the Board of Governors of IIT-Bhubaneswar.

He has been part of various think tanks and is widely regarded as one of the principal experts in the field of metal, power and public sector turnarounds. He was Chairman of the ‘Panel of Experts on reforms in Central Public sector enterprises’ constituted by Planning Commission, widely known as ‘Roongta Committee’, whose report is taken as the benchmark for Public sector Reforms today.

Mr. Roongta is the proud recipient of a number of awards including [Standing conference of public enterprises | SCOPE Award for Excellence & Outstanding Contribution to the Public Sector Management] – Individual Category 2007-08 and IIM-JRD Tata award for excellence in Corporate Leadership in Metallurgical industries, 2016. Mr. Roongta is also associated with educational institutions and various Non-Profit organizations.

Mr. Sushil Kumar Roongta is also Independent Director on the Boards of Jubilant Ingrevia Limited, Bharat Aluminium Company Limited, Jubilant Pharmova Limited, JK Paper Limited, Titagarh Rail Systems Limited, Hero Steels Limited, Shree Cement Limited and Baxy Limited.