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| Remuneration and Nomination Committee |
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| Terms of Reference
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| The broad terms of reference to the Remuneration & Nomination Committee are to recommend to the Board salary (including annual increments), perquisites and commission/incentives to be paid to the Company's Managing/Whole time Director (MD/WTD), to finalise the perquisites package within the overall ceiling fixed by the Board, to recommend to the Board retirement and other benefits to MD/WTD. The Committee also recommends to the Board on any new appointments including reappointments and the tenure of office, whether of executive or of non-executive Directors.
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| Composition & Meetings
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| This Committee comprises of three independent
non-executive Directors. The Committee met five times during the year ended
31st March 2004. The composition and the attendance of each Director at these meetings are given below:
|
| SI no |
Members of t;he
commitee |
No. of meetings
attended |
| 1 |
Mr. S.M. Datta |
5 |
| 2 |
Mr. R.Seshasayee @ |
2 |
| 3 |
Mr. S.Viswanathan |
5 |
| 4 |
Mr. R.A. Savoor # |
2 |
|
@ resigned as a member
w.e.f 17.10.2003
# joined the committee w.e.f 17.10.2003
The Committee elects one of its members as chairman for each meeting.
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| Remuneration Policy
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The Company while deciding the remuneration package of the senior
management takes into consideration the following items:
- employment scenario.
- remuneration package of the industry.
- remuneration package of the managerial talent of other
industries.
For the last few years, effort has also been made to link the annual variable pay of senior management with the performance of the Company in general and their individual performance for the relevant year measured against specific Key Result Areas which are aligned to the Company's objectives.
The Non-Executive Directors (NEDs) are paid remuneration by way of commission and sitting fees. In terms of the shareholders approval and the Central Government approval,
the commission is paid at a rate not exceeding 1 % per annum of the profits of the Company (computed in accordance with Section 309(5) of the Companies Act, 1956). The distribution of Commission amongst the NEDs is placed before the Board for its decision.
The actual commission paid to the Directors is restricted to a fixed sum. This sum is reviewed periodically taking into consideration various factors such as performance of the Company, time spent by the Directors for attending to the affairs and business of the Company and extent of responsibilities cast on Directors under general law and other relevant factors. The aggregate
commission paid to all non. executive Directors is well within the limit of 1 % of the net profits as approved by the shareholders. The non-executive Directors are also paid sitting fees as permitted by government regulations for every Board / Committee meeting attended by them.
The Company currently does not have stock options
scheme.
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Remuneration for the year
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Details of the remuneration of Non-executive Directors and Executive Directors for the year ended 31" March 2004 are as follows:
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Non-Executive Directors
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| Name |
Sitting
Fees paid (Rupees) |
Commission
payable (Rupees) |
| Mr. S.M. Datta |
75,000 |
1,50,000 |
| Mr .A. Vellayan |
25,000 |
1,50,000 |
| Mr. Biswajit
Choudhuri |
50,000 |
1,50,000 @ |
| Mr. L.N. Jayaraman |
55,000 |
1,50,000 * |
| Mr. R.S. Nanda |
15,000 |
1,00,685 |
| Mr. R.A.Savoor |
35,000 |
1,50,000 |
| Mr. R.Seshasayee |
30,000 |
82,192 |
| Mr. S.Viswanathan |
95,000 |
1,50,000 |
| Mr. Anand Bhatia |
5,000 |
30,000 |
| Mr. M.M.
Murugappan |
5,000 |
30,000 |
|
@ Payable to
Industrial Development Bank of India
* Payable to Life Insurance Corporation of India
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| Executive Directors
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| Name |
Salary
/ Allowance (Rupees) |
Contribution
of funds * (Rupees) |
Value
of perquisites (Rupees) |
Commission
/ Incentive ** (Rupees) |
| Mr. M.V Subbiah# |
56,77,698@ |
6,39,863 |
2,62,765 |
20,07,097 |
| Mr. P.Rama Babu |
30,09,919 |
4,58,974 |
6,19,344 |
14,39,692 |
| Mr. G. Ramprasad |
3,89,679 $ |
61,703 $ |
2,903 $ |
1,93,548 $ |
# Ceased to be Executive Chairman and Director
with effect from 19.01.2004
@ Includes encashment of leave paid on retirement
* Represents contributions to Provident Fund,
Superannuation Fund and Gratuity Fund
** Represents maximum amount payable. Actual
amount will be determined by the Remuneration and
Nomination Committee.
$ For the period 19.01.2004 to 31.03.2004
|
| The Company has service contract with
Mr. P.Rama Babu for a period of 5 years with effect from 1" February 2000. The notice period is three months and no severance compensation is payable.
The Company has service contract with Mr.
G.Ramprasad for a period of 5 years with effect from 19th January, 2004. The notice period is three months and no severance compensation is payable.
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| Management
Committee
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| Terms of Reference
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| Management Committee was constituted on 19th January 2004 for the purpose of taking decisions on an ongoing basis as regards to management policies and other important issues concerning the management.
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| Composition & Meetings
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| The Committee comprises of the Vice Chairman, Managing Director, Whole time Director and Chief Financial Officer of the Company. The Committee met once during the year ended 31" March 2004.
Mr.A.Vellayan, has been appointed as the Chairman of the Management Committee.
|
| SI. No |
Members of the
Committee |
| 1 |
Mr. A. Vellayan |
| 2 |
Mr. P. Rama Babu |
| 3 |
Mr. G. Ramprasad |
| 4 |
Mr. D. Kumaraswamy
(CFO) |
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|
General Body Meetings
|
The location and time where the last three Annual
General Meetings were held are given below:
| For
the year ended 31st March |
Venue |
Day
and date |
Time |
| 2001 |
The Music
Academy
168 TTK Road,
Chennai - 600 014 |
Thursday
13.09.2001 |
11:30 a.m. |
| 2002 |
The Music
Academy
168 TTK Road,
Chennai - 600 014 |
Monday
22.07.2002 |
11:30 a.m. |
| 2003 |
The Music
Academy
168 TTK Road,
Chennai - 600 014 |
Monday
21.07.2003 |
11 a.m. |
|
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Other Meetings
|
In addition during the
year the following General Meetings were held
| 2003 |
The Music
Academy
168 TTK Road,
Chennai - 600 014 |
Thursday
07.08.2003* |
11:00 a.m. |
| 2004 |
The Music
Academy
168 TTK Road,
Chennai - 600 014 |
Monday
12.01.2004 |
11:00 a.m. |
* General Meeting convened by the High Court of Judicature at Madras for considering the Scheme of Arrangement
(De-merged between EID Parry (India) Ltd. and Coromandel Fertilisers Ltd. and Amalgamation of Parry and Company Ltd., and The Mofussil Warehouse & Trading Company Ltd. with the Company.
An extra.ordinary general meeting was convened and held on 12th January 2004 for approving amongst others viz., revision in remuneration of executive directors, changes in objects clause, writing down of assets against securities premium account etc.
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| Postal Ballot
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| During the year the Company obtained the approval of Members by requisite majority for amendment of Objects Clause of the Memorandum of Association of the Company through the process of postal ballot.
The details of the voting pattern were as follows:
| Total number of ballots received |
..... 887 |
| Total number of valid ballots |
..... 855 |
| Total number of invalid ballots |
.....
32 |
|
Results:
- 827 postal ballots for 95,67,677 shares, (99.93%)
polled in favour of the resolution
- 28 postal ballots for 3,859 shares, (0.04%) polled
against the resolution.
Mr.R.Sridharan, Partner of MIs. R.Sridharan & Associates, Company Secretaries, Chennai, conducted the Postal Ballot.
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