WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

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WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM Appointment and Compensation of Whole-time Director: The Board has vide its resolution dated 28 th March 2008 appointed Mr C. N. Prasad, as Whole-time Director of the Company with effect from the same date. As per the terms of the resolution passed at the Board meeting held on 7 th May 2008, he shall hold the office of Whole-time Director for a period of five years from 28 th March 2008 on the following remuneration: Salary and commission on profits or performance linked incentive or bonus: Subject to a ceiling of Rs.60 lacs per annum Perquisites and allowances: Perquisites like unfurnished accommodation / house rent allowance, conveyance allowance, medical reimbursement, leave travel assistance for self and family, club fees, earned leave, medical / personal accident insurance premia and other benefits or amenities, in the aggregate restricted to a sum not exceeding Rs.40 lakhs per annum; and Provision of telephone at his residence including payment of local calls and long distance calls shall not be included in the computation of perquisites for the purpose of calculation of the said ceiling. Personal long distance calls on telephone for private purposes shall be recovered by the Company. Provision of a car for use on Company’s business. Contribution to statutory funds: The Company’s contribution to provident fund and superannuation fund not exceeding 27% of the salary or such other percentage of the salary as may be fixed by the Central Government from time to time; and gratuity as per the rules of the Company. The Company’s contribution to provident, superannuation and gratuity funds, shall not be included for computation of limits of perquisites and allowances as aforesaid. Pension benefits: The Whole-time Director is entitled to pension, if any, payable after retirement, as per the rules of the Company. The Board may from time to time, may determine the quantum of individual items of Mr. C. N. Prasad’s remuneration for each fiscal year not exceeding the maximum limits specified in each category detailed above. The appointment of Mr. C. N. Prasad as Whole-time Director and the remuneration payable to him as such are subject to the approval of the shareholders of the Company in the annual general meeting to be held on 29 th September 2008. Corporate Governance: The Company is fully compliant with the provisions of Clause 49 of the Listing Agreement and the details are as follows: The Board consists of eight Directors. The Company has one executive Director and seven non-executive Directors. Out of the total strength of the Board five are independent and three are non-independent Directors. Page 38 of 95
WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM The Board has constituted Shareholders / Investor’s Grievance Committee and Audit Committee as required under Clause 49 of the Listing Agreement as follows: Committee Name of the Director Category Audit Committee Vice Admiral P J Jacob (Retd.) Mr H. Lakshmanan Mr Narayan K Seshadri Mr D.E Udwadia Shareholders/Investor’s Grievance Committee Mr Venu Srinivasan Mr H. Lakshmanan Mr C. N. Prasad Page 39 of 95 Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Non-Independent Director The role, powers, scope of functions and duties of the Audit Committee of Directors and Shareholders / Investors’ Grievance Committee of Directors of the board are as per the applicable provisions of the Act and Clause 49 of the Listing Agreement, as amended and in force, from time to time. The Board, at its meeting held on 7 th May 2008, approved the Code of Conduct for its Directors and Senior Management. The same has been uploaded on the Company's website www.wabco-tvs.com. Compliance Report on Corporate Governance: Particulars Clause of Listing Agreement I Board 49 I Compliance Status Yes/No (A) Composition of the Board 49(IA) Yes (B) Non-executive Directors’ compensation & 49 (IB) Yes disclosures (C) Other provisions as to the Board and Committees 49 (IC) Yes D) Code of Conduct (49 (ID) Yes II. Audit Committee 49 (II) (A) Qualified & Independent Audit Committee 49 (IIA) Yes (B) Meetings of Audit Committee 49 (IIB) Yes (C) Powers of Audit Committee 49 (IIC) Yes (D) Role of Audit Committee 49 II(D) Yes (E) Review of Information by Audit Committee 49 (IIE) Yes Remarks III. Subsidiary Companies 49 (III) Yes The Company does not have any subsidiary company. V. Disclosures 49 (IV) (A) Basis of related party transactions 49 (IV A) Yes Will be disclosed in next Annual Report (B) Board disclosures 49 (IV C) Yes Will be disclosed in next Annual Report (C) Proceeds from public issues, rights issues, preferential issues etc. 49 (IV D) Yes Will be complied with as and when situation arises. (D) Remuneration of Directors 49 (IV E) Yes Will be disclosed in next Annual Report (E) Management 49 (IV F) Yes Will be disclosed in next Annual Report (F) Shareholders 49 (IV G) Yes Will be disclosed in next Annual Report V.CEO/CFO Certification 49 (V) Yes Will be complied in the next year VI. Report on Corporate Governance 49 (VI) Yes Will be disclosed in next Annual Report VII. Compliance 49 (VII) Yes Will be disclosed in next Annual Report The Shareholding of the Directors is as under: S.No Name of Director (M/s) No. of Equity Shares held 1. Venu Srinivasan Nil 2. H Lakshmanan 1666 3. C N Prasad Nil
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