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Mr. M. B. Kapadia is a Director of Biddle Sawyer Limited which forms part of the GlaxoSmithKline
Group Companies in India.
Mr. R. C. Sequeira
Mr. R. C. Sequeira is an alumni of Loyola College, Chennai and XLRI, Jamshedpur and has
29 years of experience in the field on Human Resources with large multinational companies
in India. He began his HR career in 1984 as a Management Trainee with Union Carbide India
Limited and gained employee relations experience in various positions. He was appointed
Personnel Manager in 1990. In 1992, he moved to the HSBC Bank where he handled HR for
East and West India and headed Resourcing and Development and later he was appointed
HR Manager Asia Pacific, based in Hong Kong. Mr. Sequeira has also held the position
of Head of Compensation and Employee Relations with HSBC, India. Mr. Sequeira joined
Tata Power Company in 2004 as VP and Head of Human Resources with additional charge for
the Company’s Corporate Social Responsibility function. He was also on the Tata Group’s HR
steering Committee. He has been in the service of the Company since 2006 and was elevated
to the Board in 2007.
He is a Director of Biddle Sawyer Limited which forms part of the GlaxoSmithKline Group
Companies in India. He is also a Director in Hill Properties Limited.
3. Audit Committee
• Terms of Reference
The terms of reference of this Committee are wide enough to cover the matters specified for
audit committee under Clause 49 of the Listing Agreements, as well as in Section 292A of the
Companies Act, 1956, and are as follows:
a) Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible;
b) to review with Management the financial statements at the end of a quarter, half year and
the annual financial statements before submission to the Board for approval, focusing
particularly on:
(i) matters required to be included in the Director’s Responsibility Statement which
form part of the Board’s report in terms of Clause (2AA) of Section 217 of the
Companies Act, 1956;
(ii) changes, if any, in accounting policies and practices and reasons for the same;
(iii) major accounting entries involving estimates based on the exercise of judgment by
management;
(iv) significant adjustments made in the financial statements arising out of audit findings;
(v) compliance with listing and other legal requirements relating to financial statements;
(vi) disclosure of any related party transactions; and
(vii) qualifications in the draft audit report.
c) to consider the appointment or re-appointment of the statutory auditors, the audit fee,
any questions of resignation or dismissal and payment to statutory auditors for any other
services rendered by them;
d) to discuss with the statutory auditors before the audit commences, about the nature
and scope of the audit as well as post-audit discussion to ascertain any area of concern
(in absence of management where necessary);
e) reviewing, with management, performance of statutory and internal auditors, adequacy of
the internal control systems and discuss the same periodically with the statutory auditors,
prior to the Board making its statement thereon;
f) reviewing the adequacy of internal audit function, if any, 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;
g) discussion with internal auditors on any significant findings and follow up thereon;
h) reviewing the findings of any internal investigation 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;