| Audit Committee |
| |
|
The Board has constituted an Audit Committee, comprising of five (5) members as on March 31, 2009, four (4) of whom are Independent Directors, with Mr. N. C. Jain, a Non-Executive Independent Director as its Chairman. |
| |
| During the year under review, Mr. D. P. Naganand resigned as Audit Committee Member with effect from March 16, 2009. |
| |
The Composition of the Audit Committee as on March 31, 2009, 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 |
|
| |
| 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, five (5) 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 |
14.04.08 |
3 |
1 |
| 2 |
16.06.08 |
3 |
- |
| 3 |
23.07.08 |
3 |
1 |
| 4 |
20.10.08 |
5 |
1 |
| 5 |
21.01.09 |
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 |
| |
| The Remuneration Committee of the Company comprises of five (5) Non-Executive Directors, three of whom are Independent Directors. Mr. N. C. Jain, Non-Executive Independent Director is Chairman of the Committee and other members are Mr. B. K. Syngal, Non-Executive Independent Director, Mr. Rajan Jetley, Non Executive Independent Director, Mr. Ashok Kurien, Non-Executive Director and Mr. Laxmi N. Goel, Non-Executive Director.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 and other employment conditions of Executive Director(s). The recommendations of the Remuneration Committee are considered and approved by the Board of Directors, subject to the approval of the shareholders. The Executive Director(s) is/are entitled to Performance Incentive for each financial year as may be determined by the Board on the recommendation of Remuneration Committee. |
| |
| During the year under review, Remuneration Committee met on three occasions, viz. on June 16, 2008, July 30, 2008 and October 20, 2008. Details of the remuneration paid to Mr. Punit Goenka, Whole-time Director & CEO of the Company during the year ended March 31, 2009 is as under: |
| |
| Particulars |
Amount (Rs.) |
| Salary & Allowances |
21,181,847 |
| Perquisites |
3,177,279 |
| Employer’s Contribution to Provident Fund |
1,908,000 |
| Total |
26,267,126 |
|
| |
| Remuneration payable to Non-Executive Directors |
| |
| Non-Executive Directors are entitled to sitting fees of Rs. 10,000/- per meeting, for attending the meetings of the Board and Committees thereof other than Share Transfer and Investors Grievance Committee, the limits for which have been approved by the Shareholders. |
| |
| Additionally, as approved by the Members and the Central Government, 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. 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 Non-Executive Directors of the Company for Financial year 2008-2009 are as under: |
| |
| Sr. No. |
Name of Director |
Sitting Fees |
Commission |
Total |
| 1 |
Subhash Chandra |
70,000 |
1,180,000 |
1,250,000 |
| 2 |
Laxmi N. Goel |
60,000 |
1,180,000 |
1,240,000 |
|
3 |
Ashok Kurien |
120,000 |
1,180,000 |
1,300,000 |
| 4 |
D. P. Naganand |
100,000 |
1,131,000 |
1,231,000 |
| 5 |
N. C. Jain |
130,000 |
1,180,000 |
1,310,000 |
| 6 |
B. K. Syngal |
90,000 |
1,180,000 |
1,270,000 |
| 7 |
Rajan Jetley |
50,000 |
1,180,000 |
1,230,000 |
| 8 |
Gulam Noon |
20,000 |
1,180,000 |
1,200,000 |
| 9 |
M. Y. Khan |
60,000 |
1,180,000 |
1,240,000 |
| 10 |
R. Vaidyanathan |
120,000 |
1,180,000 |
1,300,000 |
| |
Total |
820,000 |
11,751,000 |
12,571,000 |
|
| |
| Disclosure with respect to Non-Executive Directors on other pecuniary relationship – None |
| |
| 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. The Company Secretary is the Secretary of the Committee. |
| |
| Terms of reference of the Share Transfer and Investor Grievance Committee is to supervise and ensure efficient transfer of shares and proper and timely attendance of investors’ grievances. The Committee has delegated the power of approving transfer, transmission, rematerialisation, dematerialization etc. of shares of the Company to the officials of the SecretVerdana 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 3, 2008, July 3, 2008, October 6, 2008 and January 5, 2009. These meetings were attended by all Committee members. |
| |
| Details of number of requests/complaints received and resolved during the year ended March 31, 2009, are as under: |
| |
| Nature of Correspondence |
Received |
Replied/ Resolved |
Pending |
| Non-receipt of Dividend Warrant(s) |
61 |
61 |
- |
| Non-receipt of Certificates (Sub-division) |
6 |
6 |
- |
|
Non-receipt of Certificates (Demerger) |
10 |
10 |
- |
| Non-receipt of Shares after transfer |
1 |
1 |
- |
| Letter received from SEBI |
5 |
5 |
- |
| Non-receipt of Annual Report |
26 |
26 |
- |
| Total |
109 |
109 |
- |
|
| |
| Finance Sub-Committee |
| |
| With a view to facilitate monitoring and expediting fund raising process, the Board of Directors of the Company had constituted a Finance Sub-Committee of the Board comprising of Mr. N. C. Jain, Non-Executive Independent Director as Chairman and Mr. Ashok Kurien, Non-Executive Director and Mr. Punit Goenka, Whole-time Director & CEO as its Members. |
| |
| 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. |
| |
During the year under review Finance Sub-Committee met seven times on July 15, 2008, July 25, 2008,
September 13, 2008, September 17, 2008, September 23, 2008, December 19, 2008 and January 6, 2009 and these were attended by all members. In addition to the above, your Board has constituted a Corporate Management Committee comprising of Senior Executives including Whole-time Director and CEO of the Company. Main functions of the Committee are 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. |
| |
| 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. |
| |
| 4. Chairman’s Office – A Chairman’s office with requisite facilities is provided and maintained at the Company’s expenses for use by its Non-Executive Chairman. The Company also reimburses all travel and other expenses incurred in his furthering the Company’s business interests. |
| |
