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| The Board of Directors has constituted four committees of the Board viz Audit committee, Share transfer committee, Investor grievance committee, Managerial remuneration & compensation committee. Further two committees namely Capital Issue committee and Allotment committee were also constituted for specific purposes. Presently, the composition of the regular committees is as under: |
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Committee |
Members |
Audit committee |
Mr. S.K. Ganguli
Mr. S.C. Kumar
Mr. J.K. Jain, Nominee ICICI
Mr. Suman Kumar, Nominee IDBI
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Share transfer committee |
Mr. Gurpal Singh
Dr. G.S.C. Rao
Mr. Sanjay Tapriya
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Investors’ grievance committee |
Mr. S.C. Kumar
Mr. S.K. Ganguli
Dr. G.S.C. Rao
Mr. Sanjay Tapriya
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Managerial remuneration and compensation committee |
Mr. Gurmit Singh Mann
Mr. S.K. Ganguli
Mr. S.C. Kumar
Mr. J.K. Jain, Nominee ICICI
Mr. Suman Kumar, Nominee IDBI
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Audit Committee |
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The Audit committee of the Company was constituted in May 1997. It comprises of four non-executive directors, of which an independent non-executive director is the chairman. The Deputy Company Secretary acts as the secretary to the committee. The Executive Director, Director Finance & Company Secretary, Statutory, Internal and Cost Auditors of the Company are the regular invitees at its meetings. |
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| All members of the committee have sound knowledge of finance and accounts. The role and terms of reference of audit committee covers areas mentioned under Clause 49 of the listing agreement and Section 292A of the Act. Further, the committee focused its attention on overseeing and monitoring the financial reporting system within the Company, considering its quarterly, half-yearly and annual financial results and submitting its observations to the Board of directors, review of annual budget, annual internal audit plans, legal compliance reporting system, implementation of information technology in the accounting and financial requirements, review of internal control system, audit methodology and process, major accounting policies and practices, compliance with accounting standards, risk management and risk disclosure policy. The audit committee also continued to advise the management or areas where greater internal control and internal audit focus was needed and on new areas to be taken up for audit, based on the discussions and review of the observations of the internal audit reports, cost control measure and statutory compliance in various functional areas. |
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| Share Transfer Committee |
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| The Share transfer committee deals with matters relating to the registration of share transfers, transmission, issue of duplicate share certificates, approving the split and consolidation requests etc. The meetings of this committee are held once in a fortnight. M/s Mas Services Private Limited is the registrar and share transfer agent of the Company. The shares of the Company are under compulsory dematerialization category. |
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Investors’ Grievances Committee |
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The Investors’ grievance committee deals with redressal of the shareholders grievances in relation to transfer of shares, non-receipt of annual reports, change of addresses, non-receipt of dividend etc. The meetings of this committee are held once in a fortnight. |
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| Managerial Remuneration and Compensation Committee |
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| The Managerial remuneration and compensation committee recommends to the Board remuneration to be paid to the directors including whole time directors. The Company at present does not have stock option plan for its employees. However, it has introduced profit-linked commission for its whole time directors during the year. |
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