Untitled - Domain-b

Board members have complete and unfettered access to any information within the Company. Heads of Departments
are normally invited at the Board meetings to provide necessary insights into the working of the Company and for
discussing corporate strategies.
Brief profile of the Directors to be re-appointed at the Annual General Meeting is given in the explanatory
statement attached to the notice convening the Meeting.
Board Committees :
a) Audit Committee
The Board has constituted the Audit Committee, all of the Members being Non-Executive directors. The Chairman
of the Committee, Mr. N. C. Jain, is an Independent Director. The role and the powers of the Audit Committee are
as per the guidelines set out in the Listing Agreement with the Stock Exchanges and provisions of Section 292A
of the Companies Act, 1956. The Committee meets periodically and reviews the annual financial results, quarterly /
half yearly financial results, internal audit reports and internal working systems of the Company. The Committee
acts as a link between the statutory and internal auditors and the Board of Directors. It reviews business plans
and various reports placed by the Management and Internal Auditors and discusses the larger issues that could
be of vital concern to the Company including adequacy of internal controls, reliability of financial statements/
other management information, adequacy of provisions for liabilities and whether the audit tests are appropriate
and scientifically carried out in accordance with Company’s business and size of operations. The Audit Committee
also reviews adequacy of disclosures and compliance with all relevant laws. During the year under review, Audit
Committee met for 6 times viz.
Sr. No. Date of Meeting Attendance
No. of Independent No. of Non-Independent
Directors Directors
1 28.04.03 3 1
2 23.06.03 3 –
3 29.07.03 2 1
420.08.03 2 1
5 16.10.03 3 1
6 27.01.042 1
Audit Committee members who participated and were present in the meeting through teleconference have been
considered for the purpose of quorum of the meeting.
Composition of Audit Committee, in accordance with the applicable guidelines and rules, during the year under
review was as follows :
Name of Directors Category Date of Appointment Date of Resignation
on Audit from Audit
Committee Committee
Mr. Ashok Kurien Promoter – Non Executive March 29, 2001 _
Mr. Nemi Chand Jain Non-Executive – Independent July 18, 2002 _
Mr. B. K. Syngal Non-Executive – Independent July 18, 2002 _
Mr. S. P. Talwar Non-Executive – Independent August 20, 2003 _
Mr. D. P. Naganand* Non-Executive – Independent January 8, 2003 _
* Ceased to be Whole-time Director w.e.f. August 20, 2003
Statutory Auditors, Internal Auditors and Chief inancial Officer of the Company have attended all meetings of the
Committee. The Company Secretary is the Secretary of the Audit Committee.
b) Share Transfer and Investor Grievance Committee
Main function of the Share Transfer and Investor Grievance Committee is to supervise and ensure efficient transfer
of shares and proper and timely attendance of investors’ grievances.
The Committee comprises of Mr. Ashok Kurien, Non Executive Director as Chairman and Mr. D.P. Naganand,
Non-Executive Independent Director (Whole-time Director till August 20, 2003). The Company Secretary is the
Secretary of the Committee.
ZEE TELEILMS LIMITED