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39

xxi)

Ensuring compliance of Internal Control Systems

3.1.02 Composition

The Committee comprises four Members. All the Members are Independent Directors. The Members have relevant

experience in financial matters.

Number

Name

Designation

1

Dr S S Baijal

Chairman

2

Mr G S Patel

Member

3

Mr B S Mehta

Member

4

Mr V S Rangan

Member

3.1.03 Meetings and attendance

During 2013-14, five meetings were held:

Number

Name

Total

Attended

1

Dr S S Baijal

5

5

2

Mr G S Patel

5

5

3

Mr B S Mehta

5

5

4

Mr V S Rangan

5

4

The Statutory Auditors, the Cost Auditors, the Chairman and Managing Director, the President, Finance and Company

Secretary, heads of Finance, Accounts, Legal and Secretarial, Costing and Internal Audit are permanent invitees to the

meetings.

The Board notes the minutes of the Audit Committee meetings.

3.2 Nomination and Remuneration Committee

3.2.01 Role

i) Determining on behalf of the Board and the Members, policy of the Company, on remuneration for the Chairman

and the Executive Directors

ii) Determining the remuneration of the Executive Directors based on individual performance, qualifications, experience,

the Company performance and comparable industry practices, among others

iii) Identifying persons who are qualified to become Directors (including Executive Directors) and recommending to the

Board their appointment and removal

3.2.02 Composition

The Committee comprises three Members. All the Members are Independent Directors.

Number Name

Designation

1

Mr H S Shah

Chairman

2

Mr G S Patel

Member

3

Dr S S Baijal

Member

3.2.03 Meetings and attendance

During 2013-14, two meetings were held

Number Name

Total

Attended

1

Mr H S Shah

2

2

2

Mr G S Patel

2

2

3

Dr S S Baijal

2

2