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E. Post-meeting follow-up system:
After the Board Meetings, we have a formal system of follow up, review and reporting on actions taken by the
management on the decisions of the Board and sub-committees of the Board.
3. Audit Committee:
A. Your Company has a qualified and independent Audit Committee. During the Financial Year ended 31 March 2011, the
committee met six times on 29th April, 2010; 27th May, 2010; 26th July, 2010; 9th August, 2010; 26th October, 2010 and
31st January, 2011. The attendance of the Committee members at the meetings was as follows:-
B.
Name No. of meetings attended Remarks
1. J. F. Ribeiro 5 Chairman
2. Sridhar Gorthi 5 Member
3. N. B. Desai 5 Member
Mr. Glenn Saldanha, Managing Director & CEO, Mr. R. V. Desai, CFO and Mr. Prakash Sevekari, Cost Auditor are
invitees to the Meeting of the Audit Committee. The Company Secretary acts as a Secretary to the Committee.
The terms of reference of this committee are wide enough covering matters specified in the Companies Act,
1956 read together with Clause 49 of the Listing Agreement of the Stock Exchange. The current Charter of the
Audit Committee is in line with international best practices and the regulatory changes formulated by SEBI and
the listing agreements with the stock exchanges on which your Company is listed.
C. Terms of Reference:
a) Approving and implementing the audit procedures and techniques.
b) Reviewing audit reports of both statutory and internal auditors with auditors and management.
c) Reviewing financial reporting systems, internal control systems and control procedures.
d) Ensuring compliance with regulatory guidelines.
e) Reviewing the quarterly, half-yearly and annual financial results of the Company before submission to the
Board.
4. Remuneration of Directors:
A. The remuneration of the Executive and Non-Executive Directors of your Company is decided by the Board of
Directors on the terms and conditions as per the recommendation by the Compensation Committee.
B. Given below are the details of remuneration/ fees/ commission paid to Directors during the financial year ended
31 March 2011:
Name of Director Salaries
Amount (`)
Retirement
benefits/other
reimbursements
Amount (`)
Commission
Amount (`)
Sitting Fees
Amount (`)
Total
Amount (`)
1. Gracias Saldanha - - - 60,000 60,000
2. B. E. Saldanha - - - 80,000 80,000
3. Glenn Saldanha 22,787,994 8,173,342 1,287,000 - 32,248,336
4. Cheryl Pinto 9,779,714 1,350,798 970,200 - 12,100,712
5. J. F. Ribeiro - - - 180,000 180,000
6. N. B. Desai - - - 180,000 180,000
7. Sridhar Gorthi - - - 180,000 180,000
8. A. S. Mohanty 7,901,905 1,053,246 981,750 - 9,936,901
9. D. R. Mehta - - - 80,000 80,000
10. Hocine Sidi Said - - - 40,000 40,000
40,469,613 10,577,386 3,238,950 800,000 55,085,949
Note:
1. The Executive Directors have been reappointed on 16th May, 2007 for the term of five years. The service
contract can be terminated with a notice of six months.
2. Sitting fees of ` 1,80,000 of Mr. Sridhar Gorthi was paid to Trilegal on his behalf.
Shares held by non-executive/Independent directors as on 31 March 2011
Name of Directors
Equity Shares(Nos.)
Gracias Saldanha 262660
B. E. Saldanha 221306
J. F. Ribeiro 45800
N. B. Desai 30000
Sridhar Gorthi 559
D. R. Mehta NIL
Hocine Sidi Said
NIL
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