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90 Jindal Steel & Power Limited Business Leadership Sustainable Operations Excellent Governance Robust FinancialsCorporate Governance ReportAnnual Report 2011-1291Shri Rahul Mehra is a law graduate from DelhiUniversity, is a member of Bar Council of Delhi and ispracticing as an Advocate in Supreme Court and HighCourt, Delhi since 1998. He is on the panel of lawyersof Union of India for Supreme Court matters andalso for the Ministry of External Affairs, Governmentof India for extradition matters. He has beenrepresenting as Panel Lawyer for a number of ForeignEmbassies including Embassy of USA, UK, Australia,New Zealand, amongst others. Electronic media suchas NDTV, Times Now, Network 18, Headlines Today,etc invite him regularly for panel discussions on manytopics of public importance. He is also Director on theBoard of GSM Sports Private Limited. He does nothold any equity share in the Company.Shri Inderpal Singh Kalra is a qualified Engineer withB.E. (Honours) from BITS, Pilani and has over 24years of rich experience with Industrial DevelopmentBank of India (IDBI), premier financial institution,which has since been converted to Universal Bank,i.e., IDBI Bank Limited. His experience encompassesentire spectrum of corporate finance function rangingfrom Project Appraisal and Finance, InfrastructureFinance, Business Development, Restructuring &Resolution etc. For past 6 years, he has assumedvarious responsibilities, as General Manager, inleadership roles in the Corporate Banking vertical ofIDBI Bank Limited. He is heading the North Region asRegional Head - Large Corporate Group and Head ofPSU business. Prior to that, he was Head of WesternRegion as Regional Head - Mid Corporate Group.He has been associated with various committeesincluding Empowered Committee for OTS/NS andRegional Credit Committee as Member & Chairman.He is also Director on the Board of The Oudh SugarMills Limited. He does not hold any equity shares inthe Company.Smt. Shallu Jindal is a multi talented and multi facetedpersonality with accomplishments in art & culture,charitable and social work and business enterprise.She is a renowned Kuchipudi dancer and has givensterling and innovative performances in various partsof India and abroad which have received great acclaim.She has attended prestigious Institutions of learning,such as, Inch Bald School, London, London College ofFashion, Sophia Polytechnic, Mumbai and St. XavierCollege, Mumbai for acquainting herself with the bestand latest in the field of interior designing, fashiondesigning and business management.She was honoured with the 3rd “Aaadhi AabadiWomen Achievers Award, 2010” and the “IndiraGandhi Priyadarshini Award 2007” for her outstandingachievements in the field of Indian classical dance(Kuchipudi) and contribution in the field of art andculture, education and community development.Eradication of illiteracy, women empowerment andcultural awareness are closest to her heart and she isdevoting a lot of time towards these activities.She is President of Openspace Jindal Foundation forDevelopment, Jindal Education & Welfare Societyand Vice President of Flag Foundation of India. She isWholetime Director of Nalwa Steel & Power Limitedsince October, 2008 and has been guiding the affairsof that Company since then. She does not hold anyequity shares in the Company.Shri Manohar Lal Gupta is graduate from thePunjab University and has done Masters in BusinessAdministration. He has vast experience of 38 yearsin the field of Human Resource Development,Administration and Industrial Relations. He hasworked with Jindal Strips Limited (now Jindal StainlessLimited) and Jindal Iron and Steel Co. Limited (nowJSW Steel Limited). In Jindal Steel & Power Limited,his key areas of operation have been recruitment &selection, wages & salary administration, manpowermanagement, industrial relations and liaison with theGovernment Departments, such as Industries, Labour,Mining, Pollution Control Board, Electricity Board,district administration etc. He is holding 9,050 equityshares of ` 1/- each in the Company.3) COMMITTEeS OF THE BOARDBoard has, from time to time, constituted variouscommittees, details of which are given below:i) Audit CommitteeThe Audit Committee is vested with role and powers asmentioned in para C & D of Clause 49(II) of the ListingAgreement. The Audit Committee provides directionto the audit functions and monitors the quality ofinternal and statutory audit. The responsibilities ofthe Audit Committee include overseeing the financialreporting process to ensure fairness, sufficiency andcredibility of financial statements, recommendationof appointment and removal of statutory auditors andcost auditors and appointment of internal auditors andfixation of their remuneration, review of the quarterlyand annual financial statements before submissionto Board, review of the adequacy of internal controlsystems and the internal audit function, review ofcompliance with laws, inspection of records and auditreports and reports of statutory auditors, review offindings of internal investigations, review of statementof significant related party transactions, review ofmanagement discussion and analysis, review ofmanagement letters / letters of internal controlweaknesses issued by statutory auditors, discussionon the scope of audit with external auditors andexamination of reasons for substantial defaults, if any,in the payment to stakeholders.The Audit Committee of the Company consists ofthree Independent Non Executive Directors, namely,Shri R. V. Shahi, Shri Arun Kumar and Shri HaigreveKhaitan and one Non Executive Director namely, Shri Sushil Maroo. Shri Arun Kumar was appointed as member of theAudit Committee w.e.f. 28th July, 2011. IDBI Bank Limited has withdrawn the nomination of Shri S. Ananthakrishnan fromthe Board of the Company and consequent to this he ceased to be member of Audit Committee. Four Audit Committeemeetings were held on 21st April, 2011, 28th July, 2011, 18th October, 2011 and 18th January, 2012 during the financial year2011-12. Shri R.V. Shahi is the Chairman of Audit Committee.Details of attendance are given below:Name of MembersDate of meeting21/04/2011 28/07/2011 18/10/2011 18/01/2012Shri R. V. Shahi Y Y Y YShri S. Ananthakrishnan* Y N Y YShri Haigreve Khaitan Y N N YShri Sushil Maroo Y Y Y YShri Arun Kumar N.A Y Y Y*Consequent to withdrawl of his nomination from the Directorship of the Company, he ceased to be member of AuditCommittee w.e.f. 28th February, 2012.ii) Remuneration CommitteeExcept sitting fees, the Company is not paying any remuneration to the Non-Executive Directors. Therefore, no remunerationcommittee has been constituted.Remuneration of DirectorsDetails of remuneration paid to Directors of the Company for the financial year ended on 31st March, 2012 are as follows:Sl. No Name Sitting Fees Salary Perquisitesand benefitsSharesin profit/incentive(` In lacs)Total1. Smt. Savitri Jindal --- --- --- --- ---2. Shri Ratan Jindal 0.40 --- --- ---3. Shri Naveen Jindal --- 1,195.51 0.40 6,146.00 7,341.914. Shri Vikrant Gujral --- 198.06 0.40 100.00 298.465. Shri Anand Goel --- 245.45 0.40 --- 245.856. Shri S. Ananthakrishnan* 1.05 --- --- ---7. Shri A.K. Purwar 0.60 --- --- ---8. Shri R.V. Shahi 1.30 --- --- ---9. Shri Haigreve Khaitan 0.65 --- --- ---10. Shri Hardip Singh Wirk 0.80 --- --- ---11. Shri Rahul Mehra 0.40 --- --- ---12. Shri Arun Kumar 1.25 --- --- ---13. Shri Sushil Maroo 1.80 --- --- ---14. Shri Inderpal Singh Kalra --- --- --- --- ---15. Shri Naushad Akhter Ansari --- 102.05 0.40 --- 102.45* In case of Nominee Director, the sitting fee was directly paid to IDBI Bank Limited.Notes:1) Non Executive Directors of the Company are not entitled to any remuneration other than sitting fees.2) Salary & perquisites include all elements of remuneration i.e. salary, reimbursement and other allowances and benefitsincluding employer’s provident fund contribution and perquisite value.3) In addition to above salary, Wholetime Directors are entitled to payment of target variable pay for 2011-12 which will be paidin due course. Target variable pay for financial year 2010-11 was paid in 2011-12 and has been included in their salary.