2008 - 2009 - Tata Investment Corporation Limited

14
Seventy-second annual report 2008 - 2009
Tata Investment Corporation Limited
Audit Committee :
The Audit Committee has been constituted in compliance with (i) the Non-Banking Financial Companies
Prudential Norms (Reserve Bank) Directions 2008 (ii) the listing guidelines on Corporate Governance, as
mandated by the Stock Exchanges and (iii) Section 292A of the Companies Act, 1956. All the Directors,
except Mr. F.N. Subedar, are independent Directors. Mr. K.N. Suntook, Chairman of the Audit Committee
was present at the Annual General Meeting held on 15th July, 2008.
The functions of the Audit Committee include :a)
Overseeing of the Company’s fi nancial reporting process and the disclosure of its fi nancial
information.
b) Recommending the appointment/removal of external auditor, fi xation of audit fee and also approval
for payment for any other services.
c) Reviewing with management the quarterly and annual fi nancial statements before submission to the
Board.
d) Reviewing with the Management, the statement of uses/applications of funds raised through an Issue
(public issue/rights issue/preferential issue), the statement of funds utilised for purposes other than
those stated in the Offer Document / Prospectus and making appropriate recommendations to the
Board to take steps in this matter.
e) Reviewing the Company’s fi nancial and risk management policies.
f) Reviewing the adequacy of internal audit functions.
g) Discussion with internal and external auditors about their fi ndings and follow up thereon.
The Audit Committee reports its fi ndings to the Board at the subsequent meeting and its recommendations
are implemented by the management.
Remuneration Committee :
The Committee has been authorized to determine the remuneration package for the Executive Director as
well as to recommend the remuneration payable to the Non-Executive Directors from year to year.
Remuneration of Directors :
The Directors are paid sitting fees and Commission in accordance with Section 309 and 310 of the Companies
Act, 1956. A total remuneration of Rs.52.60 lacs was paid to the Non-Executive Directors during the year
ended 31st March, 2009. The remuneration paid to each Director is given below :
Name of the Director Sitting fees paid
during 2008-2009
Commission for 2007-2008
paid in 2008-2009
(Rs. in lacs)
Mr. N.A. Soonawala 2.10 7.50
Mr. A.B.K. Dubash 1.40 4.50
Mr. K.N. Suntook 1.60 5.50
Mr. N.N. Tata 1.70 4.50
Mr. K.A. Chaukar 1.60 4.50
Mr. F.N. Subedar 2.40 6.00
Mr. H.N. Sinor 2.50 5.00
Mr. P.P. Shah 0.60 –
Mr. A.N. Dalal 1.20 –
TOTAL 15.10 37.50
The remuneration to the non-executive Directors is based on the net profi ts of the Company for the year,
the number of meetings of the Board and/or Committees attended by the concerned Directors and their
contribution to the Company in terms of deliberations at the Board/Committee Meetings as well as in the