| 3. |
Committees of the Board: |
|
.
|
Non-Executive Directors,
including the Chairman, provide guidance
to the management on policy matters
as well as in the monitoring actions
of operating management.
To comply with the
requirements of Clause 49 of the Listing
Agreement with the Stock Exchanges,
the composition of these Committees
is as under:
|
| |
|
| |
| S.No |
Name of Members |
Audit
Committee
|
Shareholders
Grievance & Transfer Committee
|
Remuneration
Committee
|
| 1. |
Sh. Rajiv Gupta,
Chairman & Managing Director |
Yes
|
Yes
|
Yes
|
| 2. |
Mrs. Arti Gupta
Joint Managing Director
|
No
|
Yes
|
Yes
|
| 3. |
Sh.
Arun Mitter
Executive Director |
Yes
|
Yes
|
Yes
|
| 4. |
Sh. Bharat Kumar
Non Executive Independent Director
|
Yes
|
Yes
|
Yes
|
| 5. |
Sh.
Sharad Aggarwal,
Non Executive Independent Director
|
Yes
|
Yes
|
Yes
|
| 6. |
Sh.O.N.
Aggarwal
Non Executive Independent Director |
No
|
No
|
No
|
| 7. |
Sh. Abhiram Seth
Non Executive Independent Director |
Yes
|
Yes
|
Yes
|
|
| |
*Appointed
as Joint Managing Director on 5-6-2008
The Company
has also Share Transfer Committee.
|
| |
|
| |
3.1
|
Audit
Committee: |
| |
|
|
|
3.1(a) |
Chairman : Shri Bharat Kumar, Non-
Executive Independent Director is the Chairman
of the Audit Committee.
|
| |
| |
|
3.1(b) |
Broad Terms of reference of the Audit Committee:
The Committee reviews periodically the financial
accounts, adequacy of internal control,
compliance with accounting standards and
other areas within its terms of reference
as under:-
i) Oversee the Company's
financial reporting process and the disclosure
of its financial information to ensure that
the financial statement are sufficient and
credible;
ii) Recommending the appointment
of Statutory Auditors, fixation of Audit
fee and approval for payment for any other
services;
iii) Ensuring compliance
with regulatory guidelines.
iv) Reviewing with the management, the adequacy
of Internal Control Systems.
|
| |
|
|
|
| |
|
3.1(c)
|
During the year, the Committee
met Eight times on 8th June,2007, 21st June,2007,
30th July,2007, 31st August,2007,30th October,2007,29th
November, 2007,30th January,2008 and 26th
February,2008.
Mr.M.K. Madan, Compliance Officer is the
convenor of the Audit Committee
|
| |
|
| |
|
3.1(d)
|
Attendance of the Directors in the Audit Committee
Meeting: |
| |
| |
|
|
| S
No. |
Name
of Director
|
No
of Audit Committee meeting held
|
No.of
Meetings attended
|
| 1. |
Sh.
Rajiv Gupta |
8
|
8
|
| 2. |
Sh. Arun Mitter |
8
|
7
|
| 3. |
Sh. Bharat Kumar |
8
|
8
|
| 4. |
Sh. Sharad Aggarwal |
8
|
8
|
| 5. |
Sh. Abhiram Seth |
8
|
7
|
|
| |
|
|
|
| |
3.2
|
Shareholders
Grievances Committee: |
| |
|
This Committee is comprised
of Shri Rajiv Gupta, Shri Arun Mitter, Shri
Bharat Kumar, Shri Sharad Aggarwal and Shri
Abhiram Seth and Mrs. Arti Gupta.. The Committee
looks into the grievances and complaints
of the shareholders like transfer, splitting,
consolidation of shares, non-receipt of
Balance Sheet, etc. and redress the same.
Mr. M.K. Madan, Compliance Officer is the
convenor of the Shareholders Grievances
Committee.
|
| |
|
3.2(a) |
Attendance
of Directors in the Shareholders Grievance
Committee meetings:
|
| |
|
|
The
Shareholders' Grievances Committee met four
times during the year on 19th July,2007, 3rd
October,2007,15th January,2008, and 27th March,
2008. The attendance for the meetings are
stated below:- |
| |
|
| |
|
|
| S No. |
Name of Director
|
No.of meetings
held
|
No.of meetings
attended
|
|
1.
|
Sh. Rajiv Gupta |
4
|
4
|
|
2.
|
Sh. Arun Mitter |
4
|
4
|
|
3.
|
Sh. Bharat Kumar |
4
|
4
|
|
4.
|
Sh. Sharad Aggarwal |
4
|
4
|
|
5.
|
Sh. Abhiram Seth |
4
|
4
|
|
6.
|
Mrs. Arti Gupta* |
-
|
-
|
|
| |
|
|
*Co-opted
on 5th June,2008 |
| |
| |
|
3.2(b) |
Details of Investors complaints received
during the year ended 31st March, 2008
|
| |
|
|
|
| |
|
|
|
S.No
|
Nature of complaints
|
Received
|
Disposed
|
Pending
|
|
1.
|
Non receipt of dividend
warrant(s) |
5
|
5
|
-
|
|
2.
|
Non receipt
of share certificates after transfer/exchange/sub-division/consolidation/merger. |
10
|
10
|
-
|
|
3.
|
Non receipt of Balance
Sheet |
14
|
14
|
-
|
|
|
Total
|
29
|
29
|
-
|
|
| |
|
|
|
| |
|
3.2(c) |
Number of complaints pending with the Company: |
| |
|
|
All the shareholders'
requests/complaints received during the
financial year ended 31st March, 2008 by
the company and/or their registrars i.e.
M/s Alankit Assignments Limited were replied
/ resolved to their satisfaction.
|
| |
|
|
|
| |
|
3.2(d) |
Number of shares
pending for transfer:
No Shares were pending for transfer as on
31st March, 2008.
|
| |
|
|
|
| |
3.3 |
Remuneration Committee: |
| |
|
|
|
| |
|
3.3(a)
|
Membership:
Remuneration Comittee comprises of Sh. Rajiv
Gupta, Sh.Arun Mitter, Sh. Bharat Kumar,
Sh. Sharad Aggarwal, Sh. Abhiram Seth and
Mrs. Arti Gupta.
|
| |
|
|
|
| |
|
3.3(b) |
Broad Terms of reference of the Remuneration
Committee:
i) to deal with matters related to remuneration
by way of salary, perquisites, benefits,
etc to the Managing Director /Joint Managing
Director/ Whole Time Director and other
Directors of the Company.
ii) to set guidelines for
the salary and perks payable to senior employees
of the company.
|
| |
|
|
|
| |
|
3.3(c) |
Remuneration
Policy:
The Company follows a market linked remuneration
policy, which is aimed at enabling the Company
to attract and retain the best talent. Compensation
is also linked to individual and team performance
as they support the achievement of corporate
goals. The Company does not have an Employee
Stock Option Policy.
|
| |
|
|
|
| |
|
3.3(d)
|
Attendance
of the Directors in the Remuneration Committee
Meeting |
| |
|
|
|
| |
|
|
|
S.No
|
Name
of Director
|
No.of
meetings held
|
No.of
meetings attended
|
|
1.
|
Sh.
Rajiv Gupta |
1
|
1
|
|
2.
|
Sh.
Arun Mitter |
1
|
1
|
|
3.
|
Sh.Bharat
Kumar |
1
|
1
|
|
4.
|
Sh.Sharad
Aggarwal |
1
|
1
|
|
5.
|
Sh.Abhiram
Seth |
1
|
1
|
|
6
|
Mrs. Arti
Gupta |
-
|
-
|
|
| |
|
|
*Co-opted
on 5th June,2008 |
| |
|
|
|
| |
|
3.3(e) |
Mr.
M.K. Madan, Compliance Officer is the convenor
of the Remuneration Committee. |
| |
|
|
|
| |
|
3.3(f) |
During
the year ended 31st March, 2008, the Remuneration
Committee met once on 27th February,2008. |
| |
|
|
|
| |
|
3.3(g) |
Remuneration Paid During the year
During the year ended 31st March 2008, Mr.
Rajiv Gupta, Chairman & Managing Director,
Mr. Arun Mitter, Executive Director in accordance
with the terms and conditions of their appointments
were paid remuneration of Rs.10,42,600/-
and Rs. 9,49,800/- respectively.
|
