Annual Report 2007-08 - Kingfisher Airlines

Corporate Governance (Contd.)Members Category No. ofMeetingsAttendedProf. P. N. Thirunarayana Non-Executive1IndependentMr. S. N. Ladhani Non-Executive3Non-IndependentMs. Bala Deshpande Non-ExecutiveNon-IndependentNilThe terms of reference to the Audit Committee cover theareas mentioned under Clause 49 of the Listing Agreementand Section 292A of the Companies Act, 1956, (besidessome other functions as are referred to it by the Board ofDirectors) which are as follows:-• Regular review of accounts, accounting policies,disclosures, etc.• Review of the major accounting entries based onexercise of judgment by management and review ofsignificant adjustments arising out of audit.• Qualifications in the draft audit report.• Establishing and reviewing the scope of the independentaudit including the observations of the auditors andreview of the quarterly, half-yearly and annual financialstatements before submission to the Board.• The Committee shall have post audit discussions withthe independent auditors to ascertain any area ofconcern.• Establishing the scope and frequency of internal audit,reviewing the findings of the internal auditors andensuring the adequacy of internal control systems.• To look into reasons for substantial defaults in thepayment to depositors, debenture holders, shareholdersand creditors.• To look into the matters pertaining to the Director’sResponsibility Statement with respect to compliancewith Accounting Standards and Accounting Policies.• Compliance with Stock Exchange legal requirementsconcerning financial statements to the extentapplicable.• The Committee shall look into any related partytransactions i.e., transactions of your Company of amaterial nature, with promoters or management, theirsubsidiaries or relatives etc., that may have potentialconflict with the interests of Company at large.• Appointment and remuneration of statutory andinternal auditors.• Such other matters as may from time to time berequired by any statutory, contractual or otherregulatory requirements to be attended to by the AuditCommittee.Consequent upon the resignation of Directors andappointment of Additional Directors as mentionedhereinabove, the Audit Committee has beenreconstituted on October 15, 2008 and the currentcomposition of the Audit Committee is as givenbelow:• Mr. Anil Kumar Ganguly- Chairman• Diwan Arun Nanda• Dr. Naresh Trehan• Mr. A .K. Ravi Nedungadi4. SHARE ALLOTMENT, TRANSFERS AND INVESTORGRIEVANCE COMMITTEEThe Share Allotment, Transfers and Investor GrievanceCommittee was constituted on December 21, 2005 tooperate in terms of the provisions related thereto in theListing Agreements with the Stock Exchanges and/or theprovisions as prescribed or may be prescribed in this regardby the Companies Act, 1956.During the period under review, the Committee comprisedof the following Directors:• Mr. Anil Kumar Ganguly - Chairman• Lt Gen N S Narahari• Mr. S N Ladhani• Capt K J Samuel• Col. Jayanth K PoovaiahMr. N Srivatsa, Company Secretary, is the ComplianceOfficer.During the period under review, Nine meetings of theCommittee were held on August 20, 2007, August 27,2007, September 24, 2007, November 14, 2007, December14, 2007, January 4, 2008, February 8, 2008, March 3, 2008and March 18, 2008 respectively. The attendance of theDirectors at these Committee meetings is as below.Members Category No. of MeetingsAttendedMr. Anil Kumar Ganguly Non-ExecutiveIndependent9Lt Gen N S NarahariNon-ExecutiveIndependent713