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| Annual Report 2008-09
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particular, the investments made by the
unlisted subsidiary company
xix) Review all significant transactions and
arrangements entered into by the
unlisted subsidiary company
xx) Determination of procedures about
the risk assessment and minimisation and
periodically review to ensure that the
executive management control risks
through means of a properly defined
framework
xxi) Review of uses|applications of funds
raised through public|right|preference
issues by major categories vis-à-vis the
purposes narrated in the offer
document|prospectus|notice
3.2 Composition, name of
Members and Chairperson
Chairman: Dr S S Baijal, other Members:
Mr G S Patel and Mr B S Mehta. All the
Members of the Audit Committee are
Non-Executive Directors.
The Chairman and Managing Director,
the Company Secretary, heads of
accounts, Costing and Internal Audit
Department, the cost auditor and the
statutory Auditors are permanent invitees
to the meetings.
The Board of Directors notes the minutes
of the Audit Committee meetings.
4. Remuneration Committee
4.1 Brief description of terms of
reference, composition, name of
Members and Chairperson,
attendance during the year and
the remuneration policy
A. The Remuneration Committee will
determine, on behalf of the Board and on
behalf of the Members, policy of the
Company, on specific remuneration
packages for Managing Directors and
Executive Directors, including pension
rights and any compensation payment.
The Committee will also determine the
remuneration packages of the Executive
Directors.
B. Composition, name of Members
and Chairperson
Chairman:
Mr H S Shah; other Members:
Mr G S Patel and Dr S S Baijal. All the
Members of the Remuneration
Committee are Non-Executive Directors.
C. Meetings and attendance during
the year:
No meeting was held during
the year.
D. Remuneration
policy:
The
Remuneration Committee determines the
remuneration of the Executive Directors
based on individual performance,
qualifications, experience, Company
performance and comparable industry
practices, among others.
3.3 Meetings and attendance during the year
Number
Name of Director and designation
Audit Committee meetings
Total
Attended
1
Dr S S Baijal (Chairman)
7
6
2
Mr G S Patel (Member)
7
7
3
Mr B S Mehta (Member)
7
7