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| About Us |
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| | Board Committees | General Body Meetings |
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Board Committees
| The Audit Committee of the Board comprises of Four Directors (three independent and one non-executive) as detailed below, and the Company Secretary is the Secretary of the Committee : |
| Composition of Audit Committee, in accordance with the applicable guidelines and rules is as follows: |
| Name of Directors | Designation | Date of Appointment | | B.D Narang | Chairman | January 6, 2007 | | Arun Duggal | Member | January 6, 2007 | | Pritam Singh (Dr.) | Member | April 27, 2007 | | Ashok Kurien | Member | February 1, 2009 |
Primary Objective : The Primary objective of the Audit Committee (the Committee) of the Company is to monitor and provide effective supervision of the management financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.
The role and powers of the Audit Committee is as set out in Clause 49 of the Listing Agreement(s) with Stock Exchanges and Section 292A of the Companies Act, 1956. The terms of reference of the Audit Committee are broadly as follows:
• Oversight of Company’s financial reporting process and disclosure of its financial information.
• Review with the management, quarterly and annual financial statements.
• Review of related party transactions.
• Review of Company’s financial and risk management policies.
• Review with the management, statutory and internal auditors, adequacy of internal control systems.
• Review of financial statements, investment, minutes and related party transactions of subsidiary companies.
• Recommend to the Board the appointment, re-appointment and removal of the statutory auditor, fixation of their remuneration.
• Discussion with Statutory Auditors about the nature and scope of audit as well as post audit discussion to ascertain any area of concern and internal control weaknesses observed by the Statutory Auditors.
• Discussion of Internal Audit Reports with Internal Auditors and significant findings and follow up there on and in particular internal control weaknesses.
Audit Committee Meetings are generally attended by the Managing Director, Chief Executive Officer, Chief Financial Officer, Internal Auditor and representatives of Statutory Auditors of the Company. The Company Secretary acts as the Secretary of the Audit Committee. The Audit Committee also reviews adequacy of disclosures and compliance with all relevant laws. In addition to the foregoing, 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 the Board and Committees. |
Audit Committee Meetings
Four Audit Committee Meetings were held on June 28, 2007, July 13, 2007, October 22, 2007 and January 25, 2008.
Attendance at Audit Committee Meetings:
| Names of the Committee Members | Meeting Details | Whether attended last AGM (Y/N) | | Held during the tenure of Director | Attended | % of Total | | | B.D. Narang | 4 | 4 | 100 | Y | | Arun Duggal | 4 | 4 | 100 | N | | Pritam Singh (Dr.) | 4 | 3 | 75 | Y | | Ashok Kurien* | 0 | N.A | N.A | N.A |
* Ceased to be a member w.e.f. April 27, 2007
* Appointed as a member w.e.f. February 1, 2009
| 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. Jawahar Lal Goel, Managing Director as Member.
Main functions of the Share Transfer and Investors Grievance Committee is to supervise and ensure efficient transfer of shares and proper and timely attendance of investor's grievances. The committee has delegated the power of approving transfer, transmission, rematerialisation, dematerialisation etc. of shares of the Company to the officials of the Secretarial department.
Mr. Jagdish Patra, Company Secretary is the Compliance Officer of the Company.
During the period under review, Share Transfer and Investors Grievance Committee met twice on May 30, 2007 and January 25, 2008. The meeting was attended by all committee members. |
Details of complaints resolved during the financial year 2007-08 are as follows: |
| Nature of Correspondence | Received | Replied/Resolved | Pending | Non receipt of Shares / Shares Certificate (Demerger)
Non receipt of Dividend
Non receipt of fractional payment
Non receipt of share certificates after transfer
Non receipt of Annual report | 23
5
15
2
5 | 23
5
15
2
5 | -
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