Board Committees

Audit Committee
 
As on March 31, 2011, the Audit Committee constituted by the Board comprised of five (5) Members, four (4) of whom are Independent Directors. Mr. N. C. Jain, Non-Executive Independent Director was Chairman of the Committee till his resignation from the close of March 31, 2011. Dr. M Y Khan was nominated to the Audit Committee and appointed as Member and Chairman of the Audit Committee, effective April 1, 2011.

The Composition of the Audit Committee as on 31st March 2011, which complies with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement(s) is as under:
Name of Directors Category
*Mr. N. C. Jain Non-Executive – Independent
Mr. Ashok Kurien Promoter – Non-Executive
*Mr. B.K. Syngal Non-Executive – Independent
Mr. Rajan Jetley Non-Executive – Independent
Prof. R. Vaidyanathan Non-Executive – Independent
 Resigned from the Audit Committee with effect from the close of March 31, 2011.
The role and the powers of the Audit Committee are as per guidelines set out in Clause 49 of the Listing Agreement and provisions of Section 292A of the Companies Act, 1956. The Committee meets periodically and reviews:
   
 
Accounting and financial reporting process of the Company
   
Audited and un-audited financial results
   
Internal audit reports, risk management policies and report on internal control systems of the Company
   
Discusses the larger issues that are of vital concern to the Company including adequacy of internal controls, reliability of financial statements/other management information, adequacy of provisions for liabilities and whether the audit tests are appropriate and scientifically carried out in accordance with Company’s business and size of operations.
 
The Audit Committee also reviews adequacy of disclosures and compliance with all relevant laws. In addition to these, in compliance with requirements of Clause 49 of the Listing Agreement, the Audit Committee reviews operations of Subsidiary Companies viz., its financial statements, significant related party transactions, statement of investments and minutes of meetings of its Board and Committees.

During the year under review, six (6) Meetings of the Audit Committee were held viz.
 
Sr. No. Date of the Meeting Attendance
No. of Independent Directors  No. of Non-Independent Directors
1 20.04.10 4 0
2 20.07.10 3
 1
3 23.09.10 2 1
4 28.10.10 4
 1
5 14.01.11 4
 1
6 23.03.11 4 1
   
Statutory Auditor, Internal Auditor and Chief Financial Officer of the Company are invitees to all meetings of the Committee and the Company Secretary is the Secretary to the Audit Committee.
 
Remuneration Committee and Policy
 
As on March 31, 2011, the Remuneration Committee constituted by the Board comprised of four (4) Non-Executive Directors, three of whom are Independent Directors. Mr. N. C. Jain, Non-Executive Independent Director of the Company was Chairman of the Committee till his resignation with effect from March 31, 2011.

Composition of the Remuneration Committee as at March
31, 2011 is as under:

 Name of Directors  Category
 *Mr. N. C. Jain  Non Executive – Independent
 Mr. Ashok Kurien  Promoter – Non Executive
 *Mr. B.K.Syngal  Non Executive – Independent
 Mr. Rajan Jetley  Non Executive – Independent
 #Mr. Laxmi N Goel  Promoter – Non Executive

* Resigned from the Committee from the close of March 31, 2011
# Resigned from the Committee w.e.f. September 30, 2010

Consequent to resignation of Mr. N C Jain and Mr. B K Syngal as Members with effect from March 31, 2011, the Remuneration Committee was reconstituted with nomination of Dr. M Y Khan, Non-Executive Independent Director, as Member of the Committee.

The Company Secretary is the Secretary to the Committee.

The terms of reference of the remuneration Committee, inter alia, consists of reviewing the overall compensation policy, service agreements, Performance incentive and other employment conditions of Executive Director. The recommendations of the Remuneration Committee are considered and approved by the Board of Directors, subject to the approval of the shareholders.

Additionally the Remuneration Committee has been vested with the powers for administration and implementation of ZEEL – Employees Stock Option Scheme – 2009. Consequent to issuance of Bonus Shares by the Company, the Stock Options of 43,40,000 issued in 2009, and outstanding at time of issuance of Bonus Shares were doubled to 86,80,000 Stock Options and the exercise price of the said options were reduced by half to 119.90 per Stock Option.

During the year under review, three (3) Meetings of the Remuneration Committee were held viz.

 
 		   Attendance
 Sr.
No		  Date of
Meeting		  No. of
Independent
Directors		  No. of Non-
Independent
Directors
 1  20.04.10  3  -
 2  29.10.10  3  1
 6  23.03.11  3  1

Mr. Punit Goenka, Managing Director & CEO of the Company has been appointed on a contractual basis in terms of resolution passed by the shareholders at the 28th AGM held on October 29, 2010 for tenor of 5 years with effect from January 1, 2010. The elements of the remuneration package of the Managing Director comprises of salary, perquisites & allowances comprising of Company maintained accommodation or House rent allowance, personnel allowance, Leave travel allowance, use of chauffeur driven Company car, telecommunication facilities at residence and other  perquisites and allowances in including Company’s contribution to provident fund, gratuity and leave encashment facilities in accordance with rules of the Company.

The annual increment and performance incentive of the Managing Director & CEO is linked to his performance and are decided by the Remuneration Committee.

The details of the remuneration paid to Mr. Punit Goenka, Managing Director & CEO of the Company during the year ended March 31, 2011 is as under:
Particulars Amount ()
Salary & Allowances* 31,125,000
Perquisites 4,708,350
Employer’s Contribution to Provident Fund 2,653,200
Total 38,486,550
 * includes provision for incentives for FY 2010-11


Remuneration payable to Non-Executive Directors
 
The Sitting fee payable to Non-Executive Directors were increased effective April 1, 2010 and during the financial year 2010-11 the Non-Executive Directors were paid sitting fees of 20,000/- per meeting, for attending the meetings of the Board and Committees thereof, other than Share
Transfer & Investors Grievances Committee.

Additionally, the Non-Executive Directors are entitled to remuneration by way of Commission for each financial year up to an aggregate limit of 1% of net profits of the Company, as approved by the Members at the Annual General Meeting held on October 29, 2010. The commission
payable is determined by the Board based inter alia on the performance of, and regulatory provisions, applicable to the Company. As per the current remuneration policy, the Company pays equal amount of commission to Non-executive Directors on pro rata basis.

Details of the remuneration of the on-Executive Directors of the Company for Financial year 2010-2011 are as under:

 
Sr. No. Name of Director Sitting Fees Commission Total
1 Subhash Chandra 1,00,000 1,500,000 16,00,000
2 #Laxmi N. Goel 20,000 750,000 7,70,000

3

Ashok Kurien 3,00,000 1,500,000 18,00,000
4 N C Jain
 3,60,000
 1,500,000
 18,60,000
5 B. K. Syngal 2,40,000
 1,500,000 1,740,000
6 Rajan Jetley 3,00,000
 1,500,000 18,00,000
7 Gulam Noon 60,000
 1,500,000 15,60,000
8 M. Y. Khan 1,40,000
 1,500,000 16,40,000
9 R. Vaidyanathan 2,80,000
 1,500,000 17,80,000

Total  1,800,000
  12,750,000
   14,550,000
# Sitting Fees paid and Commission payable till September 30, 2010

In addition to the remuneration, in October 2009 the Non-Executive Independent Directors were granted 20,000 Stock Options each (convertible into equivalent number of Equity Shares of ` 1 each of the Company) at an exercise price equivalent to Market Price, as per Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as on the date of grant of Option i.e. 239.80 per Stock Option. Consequent to issuance of Bonus Shares in ratio of 1:1, the said Stock Options stand doubled to 40,000 each and the exercise price was reduced to 119.90 per Stock Option.
Particulars of Stock Options Granted to the Non-Executive Directors and outstanding as at March 31, 2011 is as under:

Name of Director
Category
 Granted Vested
 *N C Jain  Non-Executive Independent  40,000  20,000
 *B K Syngal  Non-Executive Independent  40,000  20,000
 Rajan Jetley  Non-Executive Independent  40,000  20,000
 Gulam Noon  Non-Executive Independent  40,000  20,000
 M Y Khan  Non-Executive Independent  40,000  20,000
 R. Vaidyanathan  Non-Executive Independent  40,000  20,000
 TOTAL    240,000  120,000
* Resigned as Directors with effect from the close of March 31, 2011.

During the year, no new stock options have been granted under ZEEL ESOP 2009.

The Non-Executive Directors of the Company do not have any other material pecuniary relationships or transactions with the Company or its directors, senior management, subsidiary or associate, other than in normal course of business.

ESOP Allotment Sub-Committee
With a view to process and facilitate allotment of Equity Shares, from time to time, upon exercise of Stock Options granted under Company’s ESOP Scheme, the Remuneration Committee has constituted an ESOP Allotment Committee comprising of Mr. Ashok Kurien, Non-Executive Director and Mr. Punit Goenka, Managing Director & CEO as its Members.

 
Share Transfer and Investors Grievance Committee
 
The Share Transfer and Investors Grievance Committee of the Board comprises of Mr. Ashok Kurien, Non Executive Director as Chairman and Mr. N. C. Jain, Non Executive Independent Director as Member. Consequent to resignation of Mr. N. C. Jain as a member of Share transfer
and Investor Grievance Committee with effect from the close of March 31, 2011, the Committee was reconstituted by nomination of Mr. Punit Goenka, Managing Director & CEO as a Member of the Committee with effect from April 1, 2011. The Company Secretary is the Secretary of the
Committee.

Terms of reference of the Share Transfer and Investor Grievance Committee are to supervise and ensure efficient transfer of shares and proper and timely attendance of investors’ grievances. The Committee has delegated the power of approving requests for transfer, transmission, rematerialisation, dematerialization etc of shares of the company to the executives of the Secretarial Department.

Mr. M. Lakshminarayanan, Executive Vice President & Company Secretary is the Compliance Officer of the Company.

During the year under review, Share Transfer and Investors Grievance Committee met four (4) times on April 20, 2010, July 12, 2010, October 11, 2010 and January 14, 2011. These meetings were attended by all Committee Members.

Details of number of requests/complaints received and resolved during the year ended March 31, 2011, are as under:
 
Nature of Correspondence Received Replied/ Resolved Pending
Non-receipt of Dividend Warrant(s) 44
 44
 -
Non-receipt of Certificates
10
 10
 -
Letter received from SEBI/Stock Exchanges 12
 12
 -
Non-receipt of Annual Report 13 13 -
Total 79
 79
 -
 
Finance Sub-Committee
 
With a view to facilitate monitoring and expediting any fund raising process, from time to  ime, as may be required, a Finance Sub-Committee was constituted by the Board, which comprise of Mr. N. C. Jain, Non-Executive Independent Director as Chairman and Mr. Ashok Kurien, Non-Executive Director and Mr. Punit Goenka, Managing Director & CEO as its Members. consequent to resignation of Mr. N. C. Jain as Director with effect from the close of March 31, 2011, the Board had reconstituted Finance Sub-Committee by nominating Dr. M Y Khan as a Member, as replacement for Mr. N C Jain.

Main function of the Finance Sub-Committee is to consider and approve financing facilities offered and/or sanctioned to the Company by various Banks and/or Indian Financial Institutions from time to time, in the form of Term Loans, Working Capital facilities, Guarantee Facilities, etc., including the acceptance of terms and conditions of such facilities being offered. Additionally, the Finance Sub-Committee exercises authorities for various other activities as may be specifically delegated by the Board from time to time.

During the year under review Finance Sub-Committee met five times on October 12, 2010, October 29, 2010, November 8, 2010, November 15, 2010 and March 28, 2011 which were attended by all Members.

The Board has also constituted a Corporate Management Committee comprising of Senior Executives including the Managing Director and CEO of the Company, to review, approve and/or grant authorities for managing day-to-day affairs of the Company within the limits delegated by the Board.

Compliance with Non-Mandatory requirements
 
The Company has complied with all mandatory requirements of Clause 49 of Listing Agreement(s). The status of compliance with non-mandatory requirements of Clause 49 of the Listing Agreement are as detailed hereunder:
 
 
1. Remuneration Committee – The Company has setup Remuneration Committee to recommend/review overall compensation policy, service agreements and other employment conditions of Executive Directors and to administer Company’s Employee Stock Option Scheme.
 
2. Whistle Blower Policy – The Board of Directors of the Company approved the Whistle Blower Policy, pursuant to which employees can raise concern relating to the fraud, malpractice or any other untoward activity or event which is against the interest of the Company and/or its stakeholders.
 
3. Audit Qualification – Company is in the regime of unqualified financial statements.
 


Last Updated - July 26, 2011