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well in advance and communicated to the Directors. All the
agenda Items are backed by necessary supporting documents
and information to enable the Board to take the informed
decision. The Board has complete access to all information
within the Company including the information as per clause
49 of the Listing Agreement.
The Board Periodically reviews compliance reports of all
laws applicable to the Company. The Steps are taken by the
Company to rectify the instances of non-compliance, if any.
POST MEETING ACTION
Post Meetings, all the important decisions taken at the
meeting are communicated to the concerned officials and
departments. Action Taken Report is prepared and reviewed
by the Company Secretary and reported to the Board.
III. Audit Committee
As on March 31 2013, the Audit Committee comprises of
following members:
Name
Status
No. of Meetings
Attended
Mr. R. K. Bhargava
Chairman
4
Mr. R. R. Bagri
Member
4
Mr. Ashok Kajaria
Member
4
Mr. H. Rathnakara Hegde
Member
3
During the year under review, the Audit Committee met
four times i.e. 27.04.2012, 13.07.2012, 16.10.2012 and
21.01.2013.
All members of the committee possess the sound knowledge
of accounts, audit, banking, finance, internal controls.
Mr. R. C. Rawat, Sr. Vice President (A&T) & Company Secretary
is the Secretary of the Audit Committee. The Chairman of
the Audit Committee also attended the last Annual General
Meeting of the Company.
Terms of Reference
Audit Committee of the Board is entrusted with the powers
and role that are in accordance with Clause 49 of the Listing
Agreement as well as Section 292A of the Companies Act
1956. The Role of Audit Committee inter alia includes the
following:
a) Overview of the Company’s financial reporting process
and disclosure of its financial information;
b) Recommending the appointment/removal of statutory
auditors, fixation of audit fee, discussion about the
nature and scope of audit, and approval of payment of
fees for any other service rendered by statutory auditors;
c) Reviewing with the management, the quarterly,
half yearly and annual financial statements before
submission to the Board;
d) Reviewing the internal audit reports and report of the
Statutory Auditors with the management.
e) Reviewing the adequacy of the internal control system
of the company, compliance with the Company’s policies
and applicable laws and regulations;
f) Reviewing the Company’s financial and risk management
policies.
g) Looking into the reasons for substantial defaults, if any,
in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividend) and creditors.
h) Reviewing the Management Discussion and Analysis of
Financial Condition and results of Operations.
i) Reviewing the statements of significant related party
transactions.
IV. Remuneration Committee
Remuneration committee comprises of the four directors.
During the year under review, the Committee met once on
27.04.2012. The details of the meetings attended by the
directors are as follows:
Name of the
Director
Category
No. of Meetings
Attended
Mr. Ashok Kajaria
Chairman
1
Mr. R. K. Bhargava
Member
1
Mr. R. R. Bagri
Member
1
Mr. D. P. Bagchi
Member
1
The terms of reference to this Committee include:
• The Remuneration Committee is empowered to review
and recommend to the Board of Directors, remuneration
and commission of Executive Directors and other senior
executives of the Company..
• Fees payable to the non executive Directors for meetings
of the Board and/or various committees attended
The details of remuneration paid to directors during the
financial year ended 31st March 2013 is as under:
