Terms of reference
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:
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.
Audit Committee meetings are generally attended by the Managing Director & Chief Executive Officer, Chief Financial Officer and representative of Statutory Auditors of the Company. Internal Auditors have attended Audit Committee Meetings wherein the Internal Audit reports were considered by the Committee. The Company Secretary acts as the Secretary of the Audit Committee.
The Audit Committee currently comprises of three (3) Directors and is chaired by Dr. M. Y. Khan, an Independent Director. During the year under review, six (6) Meetings of the Audit Committee were held on April 19, 2011, June 23, 2011, July 21, 2011, October 17, 2011, January 21, 2012 and March 23, 2012.
The details of composition of the Audit Committee, which complies with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement(s) along with attendance of the Committee Members at the meetings held during the year under review, is as detailed herein:
|Name of Directors||Category||Number of Meetings attended|
|M.Y.Khan||Non Executive – Independent||6|
|Ashok Kurien||Promoter – Non Executive||6|
|Rajan Jetley *||Non Executive – Independent||1|
|R.Vaidyanathan||Non Executive – Independent||6|
Resigned from the Audit Committee with effect from the close of June 30, 2011.
Terms of reference
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(s). The recommendations of the Remuneration Committee are considered and approved by the Board of Directors, subject to the approval of the shareholders, where necessary. Additionally the Remuneration Committee has been vested with the powers for administration and implementation of ZEEL – Employees Stock Option Scheme – 2009. The Company Secretary is the Secretary to the Committee.
The Remuneration Committee currently comprises of three (3) Directors and is chaired by Dr. M.Y. Khan an Independent Director. During the year under review, three (3) Meetings of the Remuneration Committee were held on July 21, 2011, January 21, 2012 and March 23, 2012.
The details of composition of the Remuneration Committee along with attendance of the Committee Members at the meetings held during the year under review, is as detailed herein:
# Appointed with effect from June 30, 2011
* Resigned with effect from the close of June 30, 2011.
Remuneration payable to Managing Director
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, club membership / facilities, use of chauffeur driven Company car, telecommunication facilities at residence and other perquisites and allowances including Company's contribution to provident fund, gratuity and leave encashment facilities in accordance with rules of the Company.
The annual increments and performance incentive of the Managing Director & CEO are 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, 2012 is as under:
* includes provisions for incentives for Financial Year 2011-12
Remuneration payable to Non-Executive Directors
The Non-Executive Directors are paid sitting fee at the rate of ` 20,000 for attending each meeting(s) 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 a pro-rata basis.
Details of the remuneration of the Non-Executive Directors of the Company for Financial year 2011-2012 are as under:
|Name of Director||Sitting Fees paid||Commission payable||Total|
|M Y Khan||0.30||1.500||1.800|
# Pro-rata payment till June 30, 2011
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 were 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 Independent Directors and outstanding as at March 31, 2012 is as under:
|Name of Director||Category||Granted||Vested|
|Gulam Noon||Non-Executive Independent||40,000||34,000|
|M Y Khan||Non-Executive Independent||40,000||34,000|
|R. Vaidyanathan||Non-Executive Independent||40,000||34,000|
The Non-Executive Independent 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.
Share Transfer and Investors Grievance Committee
Terms of reference
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, and dematerialisation etc of shares of the Company to the executives of the Secretarial Department in the Company.
The Share Transfer and Investors Grievance Committee currently comprises of (2) two Directors viz. Mr. Ashok Kurien, Non Executive Director as Chairman and Mr. Punit Goenka, Managing Director as the Member. During the year under review, Share Transfer and Investors Grievance Committee met four (4) times on April 8, 2011, July 15, 2011, October 5, 2011 and January 10, 2012. These meetings were attended by all Committee Members.
Mr. M. Lakshminarayanan, Executive Vice President & Company Secretary is the Compliance Officer of the Company.
Details of number of requests/complaints received and resolved during the year ended March 31, 2012, are as under:
|Nature of Correspondence||Received||Replied/Resolved||Pending|
|Non-receipt of Dividend Warrant(s)||37||37||-|
|Non-receipt of Certificates||7||7||-|
|Letter received from SEBI/Stock Exchanges||10||10||-|
|Non-receipt of Annual Report||8||8||-|
In addition to the above, the Board has constituted following Committees to exercise powers delegated by the Board as per the scope mentioned herein:
These Committees meet as and when required to deliberate and decide on various matters within their respective scope or powers 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:
Last Updated - July 23, 2012