CHARTER FOR THE AUDIT COMMITTEE

The Audit Committee is constituted by the Board of Directors (the “Board”) of OCL Iron and Steel Limited (the “Company”) to oversee (i) the integrity of the Financial Statements, Financial Reporting Processes and systems of Internal Accounting and Financial Controls of the Company, (ii) the compliance by the Company with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s primary Independent Auditor(s), and (iv) the performance of the Company’s internal and primary Independent Auditor(s). It is the responsibility of the Audit Committee to maintain free and open communications between the Committee, Independent and Internal Auditors, Management and the Board.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s Financial Statements are complete and accurate and are in accordance with Generally Accepted Accounting Principles (GAAP).

This is the responsibility of management and the primary Independent Auditor(s). Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the primary Independent Auditor(s) or to ensure compliance with laws and regulations and the Company’s Code of Conduct.

The Committee shall consist of a minimum of three (3) Directors out of which majority shall be Independent Directors and the Chairperson of the Committee shall be the person with ability to read and understand the Financial Statement.

• The Audit Committee shall meet at least two times a year.
• The Committee may, at its discretion, invite other Directors/such executives including the Finance Director and/or head of the finance and account’s function, head of Internal Audit and a representative of the Statutory Auditors to be present at the meetings of the Committee.
• The quorum necessary for transacting business at a meeting of the Committee shall be two members or one-third of the total number of members of the Committee whichever is greater.
• The Chairperson of the Committee shall be present at the Annual General Meeting (AGM) to answer shareholder queries.
• While invitees to the Committee shall have a right to be heard at the meetings, they shall not have a right to vote. The right to vote shall vest only with the members of the Committee.

The Audit Committee shall:

• Annually evaluate Committee performance and compliance with this Charter. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
• Appoint the Company’s primary Independent Auditor(s) and approve all the Company’s audit engagement fees and terms with the primary Independent Auditor(s), which auditor shall be directly accountable to the Audit Committee. The Audit Committee is directly responsible for the appointment, termination, compensation and oversight of all of the work the Company’s primary Independent Auditor(s) performs for the Company, whether audit, audit related, tax or other.
• Meet to review and discuss the Annual Audited Financial Statements with management.
• Receive timely reports from the Company’s primary Independent Auditor(s) of (i) all critical Accounting Policies and practices to be used; (ii) all alternative treatments of financial information within GAAP for policies and procedures relating to material items that have been discussed with management, ramifications of the use of such alternative treatments and the Auditor’s opinion of the reasonableness of the treatment chosen by management; and (iii) other material written communications between the primary Independent Auditor(s) and management.
• Review an analysis prepared by management and the primary independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements.
• Review with the primary Independent Auditor(s) any problems or difficulties the Auditor(s) may have encountered and any management letter provided by the Auditor(s) and the Company’s response to that letter. Such review should include any difficulties the Auditor(s) encountered in the course of the audit work, including any restrictions on the scope of the Auditor’s activities or the Auditor’s access to required information, and any significant disagreements with management.
• In consultation with management, the primary Independent Auditor(s) and Internal Auditor/(s), consider the integrity, adequacy and effectiveness of the Company’s Financial Reporting Processes and Controls, including any significant deficiencies or material weaknesses in the design or operation of Internal Control over Financial Reporting that could adversely affect the Company’s ability to record, process, summarize and report financial information.
• Review major changes to the Company’s Auditing Standards and Accounting Policies as suggested by the primary Independent Auditor(s), Internal Auditor or management.
• Review annually the effect of regulatory and accounting initiatives on the Company’s Financial Statements.
• Pre-approve all engagements and compensation to be paid to the Independent Auditor(s).
• Meet in executive session without the presence of any members of management as often as the Committee deems appropriate.
• Discuss the Company’s policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
• Review with the Company’s counsel any legal matters that may have a material impact on the Financial Statements, the Company’s Compliance Policies and any material reports or inquiries received from regulators or governmental agencies.
• At least annually obtain and review written reports from the primary Independent Auditor(s) delineating all relationships between the Auditor(s) and the Company; discuss such reports with the Auditor(s), and if so determined by the Audit Committee, take appropriate action to satisfy itself of the independence of the Auditor(s).