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Invester Relations |
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AUDIT COMMITTEE |
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The Company has an Audit Committee of Directors since 28-06-1997. Presently the Committee consists of Four Directors namely (1) Sh. B.B. Singal, (2) Sh. Ravi Kant Srivastava, (3) Sh. M.V. Suryanarayana and (4) Sh. V.K. Mehrotra. Sh.Ravi Kant Srivastava is the Chairman of the Audit Committee. Audit Committee has power to (a) to investigate any activity within its terms of reference, (b) to seek inforamtion from any employee, (c) to obtain outside legal
or other professional advice and (d) to secure attendance of outsiders with relevant expertise, if it considers necessary. |
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The terms of reference of the Committee conform to the provisions of Section 292A of the Companies Act, 1956 and also Clause 49 of the Listing Agreement as detailed hereunder |
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- Oversight of the Company’s financial reporting process and the disclosure of its financial information
- Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
- Stock Exchanges and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of
material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company
at large.
- Reviewing with the management, external and internal auditors, the adequacy of internal control systems.
- Reviewing the adequacy of internal audit functions.
- Discussion with internal auditors any significant findings and follow up there on.
- Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
- Discussion with external auditors before the audit commences nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.
- Reviewing the Company’s financial and risk management policies.
- Reviewing the utilization of proceeds of funds raised by the Company.
- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
- Reviewing, with the management, quarterly financial statements before submission to the Board for approval.
- Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.
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During the year, the committee has met four times on 30-04-2005, 25-07-2005, 26-10-2005 and 31-01-2006. Sh. Mohan Lal, Shri B.B. Singal and Sh.M.V. Suryanarayana were present for three meetings. Sh. Ravi Kant Srivastava and Sh. Nittin Johari were present for two meetings, Sh. V.K. Mehrotra attended one meeting. |
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4. Remuneration Committee |
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This Committee has been constituted for fixation of Remuneration of Executive Directors of the Company. The Committee review Company’s Policy on specific remuneration package for the executive Directors including pension, rights, any compensation and approves the managerial remuneration as per the policy |
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Composition |
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This Committee comprises of Sh. Mohan Lal, Sh. M.V. Suryanarayana and Sh. B.B. Singal. Sh. Mohan Lal non executive director is the Chairman of the Committee. During the year the Committee met twice on 25-07-2005 and 26-10-2005. Sh. B.B. Singal and Sh. Mohan Lal were present in both the meetings and Sh. M.V. Suryanarayana attended one meeting. |
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Remuneration Policy |
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The remuneration policy is directed towards rewarding performance based on review of achievement on a periodical basis. The remuneration policy is in consonance with the existing Industrial practice. The remuneration structure of the Executive Directors comprises of salary, perquisites and allowances, contribution to provident fund and gratuity. |
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(a) Remuneration to Executive Directors |
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| Name |
Designation |
Name of Payment |
Ammount (Rs.) |
| Sh. Neeraj Singal |
Managing Director |
Salary
Perks |
2000000
481060 |
| Sh. A.K. Khushu |
Whole-Time Director |
Salary
Perks |
885000
-- |
| Sh. Nittin Johari |
Whole-Time Director |
Salary
Perks |
452419
-- |
| Sh. Rahul Sen Gupta |
Whole-Time Director |
Salary
Perks |
411290
-- |
| Sh. P.K. Aggarwal |
Whole-Time Director |
Salary
Perks |
447583
-- |
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(b) Besides salary and perks Executive Directors are entitled to the Company’s contribution to provident fund, superannuation or annuity fund, gratuity, encashment of leave at the end of tenure |
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(c) No Commission is paid to any Director. |
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(d) Remuneration to Non-Executive Directors |
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The Non-Executive Directors are paid sitting fees for each Meeting of the Board and as well as any other committee meetings attended by them. |
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