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Committee

Audit Committee

 

Sandur

Sandur

Sandur

Sandur

Mr.R. Subramanian
Chairman

Mr. V. Balasubramanian
Member

Mr.S.S.Rao
Member

Mr. B. Ananda Kumar
Member

Sandur

Ms. Vatsala Watsa
Member

 

Powers of the Audit Committee:
a) to investigate any activity within its terms of reference.
b) to seek information from any employee.
c) to obtain outside legal or other professional advice.
d) to secure attendance of outsiders with relevant expertise, if it considers necessary.


Terms of reference of the Audit Committee:

  1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.


  2. Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

  3. Reviewing with the management the annual financial statements before submission to the Board, focusing primarily on:
    • any changes in accounting policies and practices
    • major accounting entries based on exercise of judgement by management
    • qualifications in draft audit report
    • significant adjustments arising out of audit
    • going concern assumption
    • compliance with accounting standards
    • compliance with stock exchange and legal requirements concerning financial statements
    • 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 the Company at large

  4. Reviewing with the management matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.

  5. Reviewing with the management and external and internal auditors, the adequacy of internal control systems.

  6. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

  7. Discussion with internal auditors of any significant findings and follow up there on.

  8. 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.

  9. Discussion with external auditors before the audit commences of the nature and scope of audit as well as having post-audit discussion to ascertain any area of concern.

  10. Reviewing the Company’s financial and risk management policies.

  11. 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.

  12. Reviewing Management Discussion and Analysis of financial condition and results of operations.

  13. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

 

The Company Secretary acts as Secretary to the Committee.

The meetings are scheduled well in advance and the whole-time directors and senior management personnel of the Company, the statutory auditors and internal auditors are invited to attend the meetings.

The Audit Committee members are financially literate and have relevant finance and/or audit exposure. R. Subramanian, a financial expert, is the Chairman of the Committee. Pursuant to the provisions of clause 49(II)(A)(iv) of the Listing Agreements, the Chairman of the Audit Committee was required to be present at the Annual General Meeting to answer the queries of the shareholders. However, for reasons beyond his control, R. Subramanian was not present at the Annual General Meeting but Syed Abdul Aleem another member of the Audit Committee was present at the Annual General Meeting to answer the queries of the shareholders.

Meetings held during the year 2010-11:

The Audit Committee met four times during the financial year on 28 May 2010, 29 July 2010, 3 November 2010 and 12 February 2011. The interval between any two successive meetings did not exceed four months. The quorum as required under clause 49(II)(B) was maintained at all the meetings.

 

 

Nomination and Remuneration Committee

 

Sandur

Sandur

Sandur

Mr.P. Vishwanatha Shetty
Chairman

Ms. Vatsala Watsa
Member

Mr.S.S.Rao
Member

Sandur

Sandur

Mr.R. Subramanian
Member

Mr.V. Balasubramanian
Member

Brief description of terms of reference:

Remuneration Committee was constituted in April 2002 to consider and recommend to the Board, appointment, re-appointment and remuneration payable to whole-time directors.

Composition, names of members and Chairman and their attendance: Remuneration Committee was constituted in April 2002. The Committee was reconstituted at the Board Meeting held on 12 February 2011 owing to the death of E. B. Desai - Chairman of the Committee on 24 December 2010. As on 31 March 2011, the Committee consisted of six independent non-executive directors. P. Vishwanatha Shetty is the Chairman of the Committee w.e.f. 12 February 2011. Apart from the existing Members Syed Abdul Aleem and M. S. Rama Rao, N. C. Viswanathan, R. Subramanian and V. Balasubramanian were included to be Members w.e.f. 12 February 2011.

The Company Secretary acts as Secretary to the Committee.

No meeting of the Remuneration Committee was held during the FY 2010-11.

Remuneration policy:

The remuneration policy is to pay salary / compensation and benefits adequately so as to attract, motivate and retain talent.

The remuneration payable to the whole-time directors was approved by the members at the 54th Annual General Meeting of the Company held on 25 September 2008.

 

 

Stakeholders Relationship Committee

Sandur

Sandur

Sandur

Sandur

Mr. P. Vishwanatha Shetty
Chairman

S. Y. Ghorpade
Member

Nazim Sheikh
Member

Mr. B. Ananda Kumar
Member

 

Investors’ Grievance & Share Transfer Committee:
Investors’ Grievance and Share Transfer Committee was constituted on 26 July 2006 to
oversee the redressal of shareholders’ and investors’ complaints, if any, and to consider
and approve transfer and transmission of shares and issue of duplicate share certificates.
The Committee consists of four directors and is headed by Syed Abdul Aleem who is an
independent non-executive director. S. Y. Ghorpade, Nazim Sheikh and M. S. Rama Rao
are its members.

The Company Secretary acts as Secretary to the Committee.

To expedite the process of share transfers / transmissions, authority has been delegated by the Board severally to the Chairman & Managing Director, Executive Director and the Company Secretary who will be regularly attending to share transfers and transmissions, issue fresh share certificates in lieu of old share certificates lost / mutilated or on transfer, sub-division, consolidation, renewal, exchange etc., subject to the related deeds / documents being in order.


Venture Capital and Corporate Investments Private Limited (VCCIPL), one of the leading SEBI registered Category - I Registrar and Transfer Agents has been appointed as Share Transfer Agent of the Company to process share transfer requests on behalf of the Company with effect from 18 January 2008. The Chairman & Managing Director or Executive Director or Company Secretary approves the share transfer registers and a statement of share transfers / transmissions effected, share certificates issued in each quarter are placed before the Investors’ Grievance & Share Transfer Committee for approval and are also placed before the Board of Directors for ratification at their next meeting.


The Investors’ Grievance & Share Transfer Committee met four times during the financial year on 30 April 2010, 29 July 2010, 3 November 2010 and 12 February 2011. The interval between any two successive meetings did not exceed four months.

Corporate Social Responsibility Committee

Sandur

Sandur

Sandur

Sandur

Mr. S. Y. Ghorpade
Chairman

Mr. Nazim Sheikh
Member

Mr. V. Balasubramanian
Member

Mr. P. Vishwanatha Shetty
Member

Sandur

Mr. S. S. Rao
Member

Environment Committee

Sandur

Sandur

Sandur

Sandur

Mr. S. Y. Ghorpade
Chairman

Mr. Nazim Sheikh
Member

Mr. V. Balasubramanian
Member

Mr. U. R. Acharya
Member

 

 

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