Pivot Ltd is a listed company, manufacturing fertilisers. Initially, the Company had an established track record of profitability and followed good corporate governance practices. However, due to business pressures, the

As per Regulation 18(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II to the Regulations, the audit committee shall mandatorily review the following information: Management discussion and analysis of financial condition and results of operations; Management letters / letters of internal control weaknesses issued by the statutory auditors; Internal audit reports relating to internal control weaknesses; The appointment, removal and terms of remuneration of the chief internal auditor. Statement of deviations: quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7). Pivot Ltd. is a listed company and therefore, any management letter or communication issued by the statutory auditor highlighting process improvements, deficiencies or internal control weaknesses falls within the ambit of matters that are required to be reviewed by the Audit Committee. Accordingly, the Audit Committee is under a statutory obligation to review such management letters and internal control observations. Hence, the CFO's contention that these documents are not required to be placed before or reviewed by the Audit Committee is contrary to Regulation 18(3) read with Schedule II of the SEBI (LODR) Regulations, 2015 and is therefore not tenable.