Annual Report 2011 - 12 - Nagarjuna Fertilizers

Name of the Category Date of Meeting andMemberattendance particulars06.02.2012Dr. N. C. B. Nath Chairman √Shri B. K. Batra * Member –Shri M. P. Radha Krishnan ** Member √Smt Medha Joshi*** Member –Shri K. S. Raju@ Member –Shri K. Rahul Raju@ Member –* Appointed as a Member with effect from August 18, 2011 and ceased witheffect from January 13, 2012** Appointed as a Member with effect from August 18, 2011*** Appointed as a Member with effect from March 16, 2012@ Appointed as Member on July 27, 2011 and ceased to be a Member with effectfrom August 18, 2011√ – Present, x – AbsentThe quorum is two members present in person.Terms of reference:The Committee, inter alia looks into and redresses shareholders/investorsgrievances relating toa. Transfer of sharesb. Non-receipt of declared dividendsc. Non-receipt of Balance Sheetd. Complaints directly concerning the shareholders/investors as stakeholders ofthe Companye. Such other matters that may be considered necessary in relation toshareholders, debenture holders and investors of the Company3. MANAGEMENT COMMITTEEThe Management Committee of Directors was constituted on July 27, 2011 andmet twice during 2011-12, apart from considering matters through circulationdue to inadequate quorum.The table below lists the members of the Management Committee and the variousdates of meetings and their attendance particulars.Name of the Category Dates of Meeting andMemberattendance particulars08.11.2011 06.02.2012Shri K. S. Raju Chairman √ √Dr N C. B. Nath Member √ √Shri S. R. Ramakrishnan Member √ √Shri K. Rahul Raju Member √ √Shri B. K. Batra * Member x –Shri M. P. Radhakrishnan** Member √ √Smt Medha Joshi*** Member – –* Appointed as a Member with effect from August 18, 2011 and ceased witheffect from January 13, 2012** Appointed as Member with effect from August 18, 2011*** Appointed as Member with effect from March 16, 2012√ – Present, x – AbsentThe quorum is two members present in person.Terms of reference:1. To review the operations of the Company from time to time and also formulateand review corporate objectives and strategies including long range plans forexpansion/diversification of the Company’s activities.2. To formulate annual budgets/business plans for the Company.3. To approve capital expenditure other than proposals for expansion,diversification, modernisation and de-bottlenecking, including Research Projectsand R&D division and investment in immovable property, above ` 5 crores upto` 10 crores per proposal, excluding the authority already delegated to ManagingDirector or Internal Management, as the case may be, as per Delegation ofAuthority.4. To approve revenue expenditure above ` 5 crores and upto ` 10 crores in caseof procurements on a single tender basis or above ` 10 crores upto` 15 crores on multi-tender basis excluding the authority already delegated toManaging Director or Internal Management, as the case may be, as perDelegation of Authority.5. To make donations/contributions to charitable and other funds other than toany political party or for political purposes up to an aggregate amount of ` 10lakhs in any financial year.6. To lay down and review from time to time the Company’s employment policy.4. AUDIT COMMITTEEThe Audit Committee of Directors was constituted on July 27, 2011 and compriseswell-qualified and Independent Directors. Presently, it comprises six members, andcomplies with the stipulation that two-thirds of the members shall be IndependentDirectors. All the members of the Committee possess adequate knowledge offinance and accounts. The scope of the activities of the Committee are inconformity as are set out in Clause 49 II (D) of the Listing Agreement with stockexchanges read with Section 292A of the Companies Act, 1956.The table lists the members of the Audit Committee and the various dates onwhich meetings were held and the attendance particulars.Name of the Category Dates of Audit CommitteeMemberMeeting and attendanceparticulars08.11.2011 06.02.2012Dr. N. C. B. Nath Chairman √ √Shri B. K. Batra ** Member X –Shri S. R. Ramakrishnan Member √ √Shri M. P. Radhakrishnan * Member √ √Smt Medha Joshi*** Member – –Shri K. S. Raju Member √ √Shri K. Rahul Raju Member √ √√ – Present, x – Absent** Appointed as a Member with effect from August 18, 2011 and ceased witheffect from January 13, 2012* Appointed as a Member with effect from August 18, 2011*** Appointed as a Member with effect from March 16, 2012The Secretary of the Company also acts as Secretary to the Committee. TheStatutory Auditors, the Cost Auditor and the Head-Internal Audit are present asinvitees for the Meetings of the Audit Committee.The quorum is two independent members present in person.Terms of reference:1. Oversee the Company’s financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct, sufficientand credible.2. Recommending to the Board, the appointment, reappointment and, ifrequired, the replacement or removal of the statutory auditor and the fixationof audit fees.3. Approval of payment to statutory auditors for any other services rendered bythe statutory auditors.4. Reviewing, with the management, the annual financial statements beforesubmission to the Board for approval, with particular reference to:a) Matters required to be included in the Director’s Responsibility statement to beincluded in the Board’s Report in terms of Clause (2AA) of Section 217 of theCompanies Act, 1956.b) Changes, if any, in accounting policies and practices and reasons for the same.c) Major accounting entries involving estimates based on the exercise ofAnnual Report 2011-12 | 29