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hold 1950, 1000, 100 and 80 shares respectively in the Company.
Number of Board Meetings held during the year ended 31" March, 2010 and Dates of the Meetings.
During the year under review, Nine Board Meetings were held and the gap between two meetings did not exceed four months. The dates
on which Board meetings were held are 27th May, 2009, 21st June, 2009, 31st July, 2009, 15" September, 2009, 31* October, 2009, 1
December, 2009, 21" December 2009, 30th January, 2010 and 16th February, 2010.
COMMITTEES OF THE BOARD
The constitution of the Audit Committee, Share Transfer cum Shareholders'/Investors' Grievance Committee and Remuneration
Committee remained unchanged. All the Committees are delegated with adequate powers to discharge their functions as described
in their terms of reference.
A) AUDIT COMMITTEE
The Audit Committee of the Company provides reassurance to the Board on the existence of an effective internal control
environment. The Audit Committee is empowered to investigate any activity within its terms of reference and to seek any
information it requires from any employee.
Composition
The Audit Committee for the financial year ending on 31s March, 2010 comprised of three members viz., Shri R. R. Kumar (as
Chairman), Shri Bharat B. Merchant, and Shri V. Anish Babu, non-executive independent Directors of the Company. Shri
R.R.Kumar, former Chairman and Managing Director of Union Bank of India is having good financial and accounting background.
Shri Bharat B. Merchant is a Solicitor, and Shri V. Anish Babu is in service with IFCI as Sr. Associate Vice President and is a
nominee Director of IFCI and all are financially literate. Shri Sunil Kr. Dhandhania, Dy. Genaral Manager (Commercial & Taxation)
is the Compliance Officer of the Company.
During the year ended 31 March, 2010, five meetings of the Audit Committee were held on 27th May, 2009, 21* June, 2009, 31
July, 2009, 31" October, 2009 and 30th January, 2010 and the time gap between the two meetings is less than four months as per
the listing requirement. Necessary quorum was present during the aforesaid meetings. All the members of the Audit Committee
had attended all the five meetings except Shri R. R. Kumar who had attended only four meeting. The Director (Finance), the Head
of the Internal Audit and the representatives of the Statutory Auditors were invitees at the meetings of the Audit Committee. The
invitees have attended all the Audit Committee Meetings during the year 2009-10.
The Committee inter alia dealt with accounting / audit matters, review of financial reporting systems, internal controls systems
and ensuring compliance with regulatory guidelines. The powers and terms of reference of the Audit Committee are in line with
the guidelines set out in the Listing Agreement read with Section 292A of the Companies Act, 1956
B) REMUNERATION COMMITTEE
The Remuneration Committee of the Company recommends to the Board the compensation terms of Executive Directors. The
recommendations of the Compensation Committee are considered and approved by the Board subject to the approval of the Shareholders,
the Central Government wherever applicable.
Composition
The Remuneration Committee for the financial year ending on 31" March 2010 comprised of Directors, Shri R. R. Kumar, Shri Bharat B.
Merchant, with Shri R. R. Kumar as the Chairman. The scope and function of the Remuneration Committee covers the requirements of
the code of Corporate Governance of the Listing Agreement and the provisions of Schedule XIll and any other provisions, if any, of the
Companies Act, 1956. Meetings of the Remuneration Committee was held on 20th June, 2009 and 30th January, 2010 during the year.
Remuneration to Directors:
Details of Remuneration paid to the Directors for the year ended 31" March,
Sr.
Name of the Directors
Salaries Rs. Perquisites
PF &
Sitting fees
Total Rs.
Stock Option
No.
RS ##.
Superannuateon incl.Committee
Fund Rs
Meetings) Rs
1.
Shri Sanjay Dalmia
15,00
15,000
Shri Anurag Dalmia
15,00
15,000
Shri R. R. Kumar
4 .
1,05,000
1,05,000
Shri Bharat B. Merchant
75,000
75,000
5 .
Shri M. H. Patil
50,000
50,000
6.
Shri D. K. Jain
30,000
30,000
7 .
Shri V. K. Bhandar
25,000
25,000
8.
Shri Rishabh Jain
5,00
5,000
9.
Shri V. Anish Babu
40,000
40,000
10
ShriA.K. Joshi
40,70,160
11
11,95,881
5,28,768
67,94,809
Shri Viney Mehra
12, 16,808
12
40,70,160
5,28,768
58, 15,736
Shri J. P. Khetan
29,32,560
18,45,690
6,84,288
54,62,538
Total
1,10,72,880
42,58,379
17,41,824
3,60,000
1,74,33,08
All perquisites are evaluated as per Income- tax Rules, 1962 and in the absence of any such rules evaluations are made at actual cost.
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Source: https://www.industrydocuments.ucsf.edu/docs/Isgj0223

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