Audit Committee

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:

Accounting and financial reporting process of the Company
Audited and un-audited financial results
Internal audit reports, risk management policies & 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.

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.

Constitution

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.

Remuneration Committee and Policy

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.

Constitution

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:

Name of Directors	Category	Number of Meetings attended
M.Y.Khan	Non Executive – Independent	3
Subhash Chandra#	Promoter – Non Executive	1
Ashok Kurien	Promoter – Non Executive	3
Rajan Jetley*	Non Executive – Independent	NA

# 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:

Particulars
Salary & Allowances*	45
Perquisites	7
Employer's Contribution to Provident Fund	3
Total	55

* 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
Subhash Chandra	0.10	1.500	1.600
Ashok Kurien	0.30	1.500	1.800
#Rajan Jetley	0.04	0.375	0.415
Gulam Noon	0.06	1.500	1.560
M Y Khan	0.30	1.500	1.800
R. Vaidyanathan	0.24	1.500	1.740
Total	1.04	7.875	8.915

# 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
Total		120,000	102,000

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.

Constitution

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	-
Total		62	62

OTHER BOARD COMMITTEES

In addition to the above, the Board has constituted following Committees to exercise powers delegated by the Board as per the scope mentioned herein:

Nomination Committee
With a view to determine and recommend (a) appropriate criteria, expertise and skills required for the Board membership of the Company; (b) the framework for evaluation of performance of the Board and the Directors; and (c) recommend appointment of Directors, the Board has constituted a Nomination Committee, comprising of Mr. Subhash Chandra as Chairman and Mr. Ashok Kurien and Dr. M Y Khan as its Members.
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 Sub-Committee comprising of Mr. Ashok Kurien, Non-Executive Director and Mr. Punit Goenka, Managing Director & CEO as its Members.
Finance Sub-Committee
With a view to facilitate monitoring and expediting any debt fund raising process; 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 and exercising other authorities as may be delegated by the Board from time to time, the Board has constituted a Finance Sub-Committee comprising of Dr. M. Y. Khan as Chairman and Mr. Ashok Kurien and Mr. Punit Goenka as its Members.
Corporate Management Committee
The Board has also constituted a Corporate Management Committee comprising of Senior Executives of the Company 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.

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:

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.
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. As per the Whistle Blower Policy of Company, no employee has been denied access to the Audit Committee of the Board.
Audit Qualification – Company is in the regime of unqualified financial statements.
Chairman's Office – A Chairman's office with requisite facilities is provided and maintained at the Company's expense 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.