Annual Report 2011 - Ballarpur Industries Limited

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Committee are paid a variable component,
over and above the aforesaid normal
commission, for their guidance, expertise
and valuable contribution.
The Shareholders, at the 65th Annual
General Meeting held on 1 December 2010,
approved payment of remuneration by
way of sitting fee, commission or otherwise
to Company’s Non-Executive Directors
(including Independent Directors),
collectively, not exceeding 1 per cent of the
net profits of the Company.
The remuneration of the Directors for the
financial year 2010-2011 is given in Table 2.
NON-ExECUTIVE DIRECTORS’
SHAREHOLDING
As on 30 June 2011, Mr. Gautam Thapar
held 11,61,216 Equity Shares, Mr. Sanjay
Labroo held 4,95,802 Equity Shares and
Mr. A. S. Dulat held 3,000 Equity Shares in
the Company.
The Company has not issued any
convertible instrument to any Non-Executive
Director.
CODE OF CONDUCT
The Company has a Code of Conduct
for its Directors and designated senior
management personnel. The Code of
Conduct is available on the website
of the Company (www.bilt.com). All
Board members and designated senior
management personnel have affirmed
compliance with the Code of Conduct for
the financial year 2010-2011. A declaration
signed by the Managing Director &
Executive Vice Chairman to this effect is
annexed to this Report.
Committees of the board
ballarpur industries limited | annual report 2010–11
The details of the composition of BILT’s
Audit Committee, Remuneration
Committee, Investors’ / Shareholders’
Grievance Committee and Risk
Management Committee as on 30 June
2011 are given in Table 3. Apart from the
above, BILT also has other Board level
committees to manage the day to day
decisions pertaining to operations / business
of the Company.
Further, the Company had constituted
a Committee of Directors comprising all
independent directors to examine ways and
means of enhancing the growth prospects
of the Company considering various
aspects of strengths in business, synergies,
economies of scale and market penetration
of the business. The Committee comprised
Messrs R K Ahooja, A S Dulat, Ashish Guha,
Dr Pramath Raj Sinha, A P Singh and Sanjay
Labroo. During the year, the Committee met
two times: 16 September 2010 and
4 October 2010.
All decisions pertaining to the mandate
of these Committees and appointment
of members are taken by the Board of
Directors.
AUDIT COMMITTEE
The Audit Committee comprises four
Independent Directors and one Executive
Director. The Chairman of the Audit
Committee is an Independent Director.
During the year, the Committee met seven
times: 19 August 2010, 29 October 2010,
23 November 2010, 20 December 2010,
31 January 2011, 25 April 2011, and
27 May 2011, which were attended by all
the members except Dr. Sinha who attended
four meetings.
All members of the Audit Committee have
accounting and financial management
expertise. The Committee acts as a link
between the Management, Auditors and
the Board of Directors of the Company and
has full access to financial information.
The Company Secretary of the Company
acted as the Secretary to the Committee.
The Managing Director, Chief Operating
Officer, Chief Financial Officer, Head of
Internal Audit, other relevant officials and
the representatives of the Statutory Auditors
and Cost Auditors attend the meetings as
invitees, whenever required.
In addition to review of the financial
results of the Company, update on internal
audits of various functions, review of internal
control systems and risk assessment,
applicability and compliance of various
laws, reappointment and remuneration of
statutory auditors, cost accounting systems
and cost audit reports also features on the
Audit Committee’s Agenda.
REMUNERATION COMMITTEE
The Committee determines the Company’s
policy on all elements of the remuneration
payable to Executive Directors. The
remuneration policy of the Company is
aimed at rewarding performance based on
periodic review of achievements.
RISK MANAGEMENT COMMITTEE
The Board had constituted the Committee
to understand and assess various kinds
of risks associated with the running of
business and suggesting/ implementing
TABLE 2 DETAILS Of REMUNERATION Of THE DIREcTORS AmOUnt in RS
name of the directors
salary and
perquisites
provident fund and
superannuation fund commission payable sitting fees total
Mr. Gautam Thapar - - 1342000 120000 1462000
Mr. R.R. Vederah 23428525 1125000 - - 24553525
Mr. B. Hariharan 25141285 2531256 - - 27672541
Mr. Sanjay Labroo - - 400000 100000 500000
Mr. R.K. Ahooja - - 600000 280000 880000
Mr. A.S. Dulat - - 600000 280000 880000
Dr. Pramath Raj Sinha - - 400000 140000 540000
Mr. Ashish Guha - - 400000 140000 540000
Mr. A.P. Singh* - - 400000 260000 660000
total 48569810 3656256 4142000 1320000 57688066
* Sitting fees and commission shall be paid to liC, as per terms of appointment.