 |
| The company has eleven
directors in the Board with a non-executive
independent chairman. More than 60% of the
Board consists of independent directors and 9 out of
the eleven directors are non-executive directors.
|
| (a) The composition of
the Board of Directors as at 31st March, 2004 and
the number of other Directorships/Committee
memberships held by them are as under:
|
| SI No |
Name of
Director |
Executive /
Non Executive/ Independent |
Number of
other directorships** |
Number of
membership on other Board committees* |
| 1. |
Mr. S.M. Datta
Chairman |
Non
Executive, Independent |
11
of which 3 as Chairman |
8
of which 4 as Chairman |
| 2. |
Mr.
A. Vellayan Vice Chairman |
Non
Executive |
10
of which 5 as Chairman |
1 |
| 3. |
Mr.
Biswajit Choudhuri (Nominee of IDBI as Lender) |
Non
Executive, Independent |
6
of which 1 as Chairman |
5
of which 2 as Chairman |
| 4. |
Mr.
L.N. Jayaraman (Representing LIC as equity
investor) |
Non
Executive, Independent |
- |
- |
| 5. |
Mr.
P. Rama Babu Managing Director |
Executive |
5 |
- |
| 6. |
Mr.
R.A. Savoor |
Non
Executive, Independent |
3
of which 1 as Chairman |
6
of which 2 as Chairman |
| 7. |
Mr.
S. Viswanathan |
Non
Executive, Independent |
2 |
- |
| 8 |
Mr. M.M. Murugappan |
Non Executive |
12
of which 4 as chairman |
6
of which 1 as chairman |
9.
|
Mr. Anand Bhatia |
Non
Executive, Independent |
1 |
2 of which 1
as chairman |
| 10. |
Mr. G. Ramprasad
Whole-time Director |
Executive |
1 |
- |
| 11. |
Mr. V. Thyagarajan |
Non Executive,
Independent |
1 |
- |
|
|
* Indicates membership in Audit Committee, Share
Holders / Investors Grievance Committee, Remuneration Committee.
** Excludes Private Companies, Foreign
Companies and Section 25 companies,\.
Mr. A. Vellayan, Vice Chairman and Mr. M.M.
Murugappan, Director, represent the Promoter Group.
|
|
Changes in the composition of the Board during the
year 2003 - 2004
|
| SI.No. |
Name |
Date
of Appointment |
Date
of Cessation |
| 1. |
Mr.
R. Seshasayee* |
|
17.10.2003 |
| 2. |
Mr.
R.S. Nanda $ |
|
01.12.2003 |
| 3. |
Mr.
M.V. Subbiah @ |
|
19.01.2004 |
| 4. |
Mr. M.M. Murugappan |
19.01.2004 |
|
| 5. |
Mr. Anand Bhatia |
19.01.2004 |
|
| 6. |
Mr. G. Ramprasad |
19.01.2004 |
|
| 7. |
Mr. V. Thyagarajan |
19.01.2004 |
|
|
|
* Mr. R. Seshasayee resigned as Director with effect
from 17.10.2003
$ Mr. R.S. Nanda, resigned as Director with effect
from 01.12.2003
@ Mr. M.V. Subbiah stepped down as Executive
Chairman & Director with effect from 19.01.2004
Mr.S.M. Datta elected as Chairman with effect from
19.01.2004
|
|
|
|
|
| (b) Details of Directors reappointment
|
| Mr.S.M.Datta, Chairman and Mr.S.Viswanathan, Director, retire by rotation at the ensuing Annual General Meeting and are seeking re-election. Relevant details relating to them are furnished in the Notice convening the Annual General Meeting to be held on 29th July 2004, sent along with the Annual Report.
|
| (c) Board Meetings & Attendance at Board Meetings & Annual General Meeting
|
| The Board of Directors met 6 times during the financial year 2003 - 2004. i.e. 12th May, 2003, 21 ,t July, 2003, 17th October, 2003, 19th November, 2003, 19th January, 2004 and 29th March, 2004.
|
| The attendance of each Director at these meetings and at the last Annual General Meeting was as follows:
|
| SI.No. |
Name |
No.
of Board Meetings attended |
Attendance
at last AGM |
| 1. |
Mr.
M.V.Subbiah @ |
5 |
Yes |
| 2. |
Mr.
A.Vellayan |
5 |
Yes |
| 3. |
Mr.
Biswajit Choudhuri (Nominee of IDBI as Lender) |
6 |
Yes |
| 4. |
Mr.S.M.Datta |
6 |
Yes |
| 5. |
Mr.
L.N.Jayaraman (Representing LIC as equity
investor) |
6 |
Yes |
| 6. |
Mr.
R.S.Nanda $ |
3 |
Yes |
| 7. |
Mr.
P.Rama Babu ** |
6 |
Yes |
| 8. |
Mr.
R.A.Savoor |
4 |
Yes |
| 9. |
Mr.
R.Seshasayee* |
2 |
Yes |
| 10. |
Mr.S.Viswanathan |
6 |
Yes |
| 11. |
Mr. M.M.Murugappan
# |
1 |
Not
Applicable |
| 12. |
Mr.Anand
Bhatia # |
1 |
Not
Applicable |
| 13. |
Mr.
G.Ramprasad # |
1 |
Not
Applicable |
| 14. |
Mr. V .Thyagarajan
+ |
- |
Not
Applicable |
|
|
|
|
@ Mr.M.V.Subbiah stepped down as Executive Chairman & Director with effect from 19.01.2004
$ Mr.R.S.Nanda, resigned as Director with effect from 01.12.2003.
* Mr.R.Seshasayee resigned as Director with effect from 17.10.2003
** Mr.P.Rama Babu was re-designated as Managing Directorwith effect from
19.01.2004.
# Mr.M.M.Murugappan, Mr. Anand Bhatia and Mr.G.Ramprasad were co-opted as
Additional Directors with effect from 19.01.2004. Further Mr.G.Ramprasad has been appointed as a whole-time Director with effect from 19.01.2004.
+ Mr.V.Thyagarajan has been co-opted as an Additional Director with effect from 29.03.2004.
|
|
|
| Board
Committees
|
| Audit Committee
|
| An Audit Committee is a forum where Directors, management and auditors deal with matters relating to financial reporting obligations, internal controls, review of accounting policies etc.
|
| Overall purpose/objective
|
| The Audit Committee reviews the financial reporting process, the system of internal control and management of financial risks, the audit process, Cost Auditors report and the Company's process for monitoring compliance with laws and regulations and its own code of business conduct.
|
| Terms of references
|
The Company has constituted an Audit Committee in the year 1987. The terms of reference of the Audit Committee broadly are as under:
- To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors/lnternal
Auditors.
- To review compliance with internal control
systems.
- To review the quarterly, half-yearly and annual financial results of the Company before submission to the
Board.
- To make recommendations to the Board on any matter relating to the financial management of the Company, including the Audit
Report.
- Recommending the appointment of statutory auditors and branch auditors and fixation of their remuneration.
The scope of the activities of the Audit Committee includes an matters as set out in Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 292A of the Companies Act,1956.
|
| Composition & Meetings
|
| The Committee at present comprises of four non-executive independent Directors. An the members have good financial knowledge and two of the members are qualified finance professionals.
Audit Committee meetings are attended by the head of internal audit, Chief Financial Officer and senior management staff. The statutory auditors and cost auditor are also invited to attend the meetings. The Company Secretary acts as the Secretary of the Audit Committee.
The Committee met four times during the year ended 31 st March 2004. The composition of the Audit Committee and the attendance of each Director at these meetings are given below:
|
| SI.No. |
Name |
Chairman/Member |
Number of
meetings attended |
| 1. |
Mr. S.M.Datta |
Chairman |
4 |
| 2. |
Mr. Biswajit
Choudhuri |
Member |
4 |
| 3. |
Mr.R.Seshasayee
@ |
Member |
2 |
| 4. |
Mr. S.Viswanathan |
Member |
4 |
| 5. |
Mr.R.A.Savoor |
Member |
1 |
|
| @
resigned as a member w.e.f I7.10.2003
# joined the Committee w.e.f 17.10.2003
|
|
|
| Shareholders / Investors Grievance
Committee'
|
| Terms of reference
|
| The role of the Committee includes redressing of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc.
|
| Composition & Meetings
|
| The Committee was constituted in 2001. The committee consists of three Directors of whom 2 are non-executive and independent Directors and the Chairman is a
non-executive and independent Director. Ms. G.
Jalaja, Company Secretary, is the compliance officer of the company.
During the year ended 31 st March 2004, the committee met four times to review the shareholders correspondence including the complaints received from the shareholders and their
redressal.
The details of the members of the committee and their attendance at the meetings are given below:
|
| SI.No. |
Name |
Chairman/Member |
Number of
Meetings attended |
| 1. |
Mr. S. Viswanathan |
Chairman |
4 |
| 2. |
Mr. L.N. Jayaraman |
Member |
4 |
| 3. |
Mr. P.Rama Babu |
Member |
3 |
|
|
|
| The Shareholders / Investors Grievance Committee has prescribed norms for attending to the shareholders requests and these norms have been mostly complied with.
The Company received 23 complaints during the year ended 31" March 2004 and all the complaints were resolved to the satisfaction of the shareholders. There were no queries pending to be replied / sorted out as at 31" March 2004. There were no transfers pending as at 31" March 2004.
|
