2007-2008 - Cgglobal.com

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With effect from 1 April 2008, Mr Trehan’s remuneration package is as follows: $ SALARY Rs.96 lacs per annum $ PERQUISITES A basket of allowances/ perquisites upto Rs. 37 lacs per annum which will include reimbursement of expenditure or allowances in respect of house maintenance and repairs, utilities such as gas, electricity, water and furnishings; medical reimbursement, medical insurance, hospital benefits, leave travel concession and education, for himself and his family; personal accident insurance, club fees, and any other reimbursements, allowances or perquisites in terms of the Company’s Rules or as may be decided by the Chairman of the Company. conveyed to the shareholders, pursuant to Section 302 of the Companies Act 1956. EXTENSION OF MANAGING DIRECTOR’S TENURE The Board of Directors at its Meeting held on 30 January 2008 also extended Mr Trehan’s tenure as the Company’s Managing Director for a further period of 2 years with effect from 3 May 2009, upto 2 May 2011 on the revised terms & conditions and remuneration, applicable from 1 April 2008 and with authority to the Remuneration Committee to increase the remuneration, within the ceiling of 5% of the net profits of the Company in any financial year. This appointment is subject to Members’ approval, which is being sought at the 71st Annual General Meeting. TABLE 03 COMPENSATION OF THE DIRECTORS, FY 2008 (IN RUPEES) $ PERFORMANCE INCENTIVE/ COMMISSION To be decided by the Board of Directors every year. THE ABOVE DOES NOT INCLUDE Rent-free furnished accommodation owned, leased or rented by the Company or House Rent Allowance in lieu thereof; company car, with driver; company’s contribution to Provident Fund, Superannuation Fund and Gratuity pursuant to the Rules of the Company and encashment of leave. These amounts will be in addition to the limits provided above. SPECIAL PAYMENT The Remuneration Committee also approved payment of a lump sum of Rs 30 lacs, only for FY 2008, in recognition of his outstanding work in successful integration of varied technologies, marketing & manufacturing knowledge assimilated through acquisitions and creating value across different geographies worldwide. The above revision in Mr Trehan’s remuneration and the Special Payment, as approved by the Remuneration Committee and the Board on 30 January 2008, has been NON- EXECUTIVE DIRECTORS’ COMPENSATION The shareholders, at the 68th Annual General Meeting held on 22 July 2005 approved payment of commission to the Company’s Non- Executive Directors, collectively, not exceeding 1% of net profits, computed in the manner provided in Section 309(5) of the Companies Act. The Board has formulated Guidelines for distribution of commission amongst the Non-Executive Directors, which provide for a minimum fixed payment for participation at Board Meetings and a variable component for contributions as Chairmen of Board Committees and/or for greater involvement with Company executives for strengthening systems and processes or contributing to the strategic direction of the Company. Based on these Guidelines, the commission payable to Mr G Thapar is higher than the other Non-Executive Directors. The compensation of all the Directors is given in Table 3. The Company does not have any stock option plans or schemes. NAME SALARY PERQUISITES COMMISSION RETIREMENT BENEFITS SITTING FEES OTHERS TOTAL MR GAUTAM THAPAR 25,380,000 240,000 25,620,000 MR SUDHIR TREHAN 7,200,000 5,100,000 4,800,000 3,242,400 3,000,000 23,342,400 MR SCOTT BAYMAN 500,000 160,000 660,000 DR OMKAR GOSWAMI 1,500,000 280,000 1,780,000 MR SANJAY LABROO 500,000 140,000 640,000 MR SATYA PAL TALWAR 1,500,000 180,000 1,680,000 MS MEHER PUDUMJEE 500,000 100,000 600,000 DR VALENTIN VON MASSOW 2,200,000 100,000 2,300,000 46 ANNUAL REPORT 2007–2008 CROMPTON GREAVES LIMITED
TABLE 04 AUDIT COMMITTEE MEETINGS, FY 2008 NAME STATUS MEETINGS HELD MEETINGS ATTENDED MR SATYA PAL TALWAR CHAIRMAN, INDEPENDENT DIRECTOR 5 5 DR OMKAR GOSWAMI MEMBER, INDEPENDENT DIRECTOR 5 5 MR SANJAY LABROO MEMBER, INDEPENDENT DIRECTOR 5 2 MR GAUTAM THAPAR MEMBER, NON-EXECUTIVE DIRECTOR 5 5 DIRECTORS’ SHAREHOLDING As on 31 March 2008, Mr G Thapar held 220715 equity shares, Mr SM Trehan held 103040 shares; none of the other Non-Executive Directors held any shares in the Company. CODE OF CONDUCT The Company has a Code of Conduct for Directors and Senior Management, that reflects its high standards of integrity and ethics. The Directors and Senior Management of the Company have affirmed their adherence to this Code of Conduct and to the absence of any potential conflict with the interests of the Company with reference to material, financial and commercial transactions. As required by Clause 49 of the Listing Agreement, the Managing Director’s Declaration on adherence to the Code of Conduct has been annexed to this Report. Committees of the Board AUDIT COMMITTEE The Audit Committee comprises four Non- Executive Directors, of whom three are independent. The composition is as under: MR SATYA PAL TALWAR Chairman, Independent Director DR OMKAR GOSWAMI Independent Director MR SANJAY LABROO Independent Director MR GAUTAM THAPAR Non-Executive Director The Managing Director, Chief Financial Officer, Chief of Internal Audit, and representatives of the Statutory Auditors attend the meetings of the Audit Committee. The Company Secretary is the Secretary to the Committee. The Company has an independent internal audit function with resources and skills adapted to the Company’s nature, size and complexity. As a progressive Corporate Governance practice and to provide greater independence to the Internal Audit function, the Head of the Internal Audit reports directly to the Managing Director. The Audit Committee monitors the integrity of the financial information provided by the Company, by reviewing the relevance and consistency of the accounting standards used by the Company. In addition to the regular Audit Committee Meetings, the Committee conducts dedicated reviews of the internal control systems set up by Management, with a view to ensuring that the risks associated with Company’s processes are properly identified, managed and disclosed. During the year, the Company released an updated version of an Accounting Manual for Company, which outlines uniform accounting policies, accounting treatment, operating procedures and best practices related to business decisions to be followed at all the Units of the Company. In addition to review of the financial reporting processes of the Company, taxation related issues, foreign exchange risks, SAP authorisations, IT infrastructure, related parties and compliance with regulatory guidelines also features on the Audit Committee’s Agenda regularly. The Chairman of the Audit Committee briefs the Board of Directors on the discussions at the Audit Committee Meeting, at every Board Meeting. During FY 2008, five Audit Committee meetings were held: on 29 May 2007, 26 July 2007, 29 October 2007, 29 January 2008 and 22 February 2008. The attendance record is given in Table 4. REMUNERATION COMMITTEE Although not mandatory in terms of Clause 49 of the Listing Agreement, the Company has a Remuneration Committee comprising three Non–Executive Directors, of which two, including the Chairman, are independent. The Committee reviews the remuneration paid to the Managing Director. Presently, the Committee comprises: MR SANJAY LABROO Chairman, Independent Director DR OMKAR GOSWAMI Independent Director CORPORATE GOVERNANCE 47
Page 1 and 2: CROMPTON GREAVES LIMITED ANNUAL REP
Page 3 and 4: RETURNS PERCENT 23 PERCENT 25.90 RO
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STANDALONE BALANCE SHEET AS AT 31ST
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PRODUCTS & SERVICES 140 ANNUAL REPO
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HT Motors: GANZ HT Slip Ring Motor
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ESTABLISHMENTS REGISTERED OFFICE CG
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WESTERN REGION Regional Head Office
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HOLDING PAUWELS INTERNATIONAL N.V.
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2007-2008 - Cgglobal.com

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