2011-12 - Diamines And Chemicals Limited

More documents

Recommendations

Info

Audit Committee:The Audit Committee was formed on 14 th March, 2001. The quorum of the said Audit Committee Meetings is2 members.The present composition of the Committee is as stated below:#Name Designation CategoryMr. Rajendra Chhabra Chairman Non-Executive & Independent DirectorMr. G. G. Chendwankar Member Non-ExecutiveMr. G. S. Venkatachalam Member Non-Executive & Independent Director# Mr. Kirat Patel is appointed as a member of Audit Committee of Diamines and Chemicals Ltd. with effect from1 st April, 2012.The terms of the reference of the Audit Committee include approving and implementing the audit proceduresand techniques, reviewing the financial reporting systems, internal control systems and control proceduresand ensuring compliance with the regulatory guidelines. The Audit Committee met prior to the finalization ofAccounts for the year ended 31 st March, 2012.Mr. Kirat Patel, Director, the Deputy General Manager (F&A) and Internal Auditor are permanent invitees to theCommittee Meetings. The Statutory Auditors are also invited to attend the Meetings. The Company Secretaryacts as the Secretary of the Committee.The Committee members are paid a sitting fee of ` 10,000/- for each meeting attended by them.Meetings and attendance during the year:The details of attendance of the Members at these Audit Committee Meetings are as follows:MemberAttendance at Audit Committee Meetings held on:23.05.11 06.08.11 22.10.11 01.02.12Mr. Rajendra Chhabra Yes Yes Yes YesMr. G.G.Chendwankar Yes Yes Yes YesMr. G.S.Venkatachalam Yes Yes Yes YesThe Minutes of Audit Committee Meetings are noted by the Board of Directors at the Board Meetings. TheChairman of the Audit Committee was present at the 35 th Annual General Meeting held on 12 th July 2011.Shareholders’/ Investors’Grievance Committee of Directors:Shareholders’/Investors’Grievance Committee comprises of 3 members who are Non-Executive Directors ofthe Company.Mr. Yogesh M. Kothari who is the Chairman of the Company also chairs the Meeting. During the year underreview, the Committee met 23 times.The Shareholders’/ Investors’Grievance Committee is responsible for approving and monitoring transfers,transmission, splitting and consolidation of shares issued by the Company. The Committee also monitorsredressal of complaints from Shareholders relating to transfer of shares, non-receipt of balance sheets, etc.The present composition of the Committee and attendance during the year is as follows:Name of the Director Executive / Non-Executive No. of Meetings AttendedMr. Yogesh M. Kothari Non-Executive 22Mr. G. G. Chendwankar Non-Executive 23Mr. Rajendra Chhabra Non-Executive 23Ms. Chesta Vasavada, Company Secretary is the Compliance Officer.14
* No. of shareholder complaints received during 2011-2012:Relating to non-receipt of share certificate under transfer 00Relating to de-materialisation 00Relating to non-receipt of dividends / interest 00Others 09* No. of shareholder complaints not solved to the satisfaction of shareholders:Relating to non-receipt of share certificate under transferRelating to de-materialisationRelating to non-receipt of dividends / interestOthersNoneNoneNoneNone* No. of pending share transfers as on 31/03/2012 NoneRemuneration Committee :The Remuneration Committee consists of Dr. Ambrish Dalal, Chairman, Mr. G.S. Venkatachalam andMr. Rajendra Chhabra, whose function is to approve remuneration policy of Directors. During the year theCommittee meeting was held on 12-07-2011 to consider and approve the remuneration to be paid toMr. Girish R Satarkar, Executive Director of the Company.Details of remuneration paid to the Executive Director for the financial year 2011 – 2012.(` In Lacs.)Name of Director Designation Salary & Perquisite Commission TotalAllowance[`]Mr. Girish R. Satarkar Executive Director 19.35 2.49 4.25 26.09REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS :The remuneration paid to Non-Executive Directors for the year from 01.04.2011 to 31.03.2012 are as under:(` in lacs)Name Remuneration Sitting Fee Commission* TotalMr. Yogesh Kothari Nil 1.11 1.62 2.73Mr. Amit M. Mehta Nil 1.00 1.62 2.62Mr. Kirat Patel Nil 2.82 0.45 3.27Mr. Rajendra Chhabra Nil 3.43 0.46 3.89Mr. G.G.Chendwankar Nil 3.13 0.45 3.58Mr. G. S.Venkatachalam Nil 1.50 0.20 1.70Dr. Ambrish Dalal Nil 0.90 0.20 1.10Mr. Dhruv Kaji Nil 0.20 0.20 0.40Mr. Shreyas Mehta Nil 0.20 0.20 0.40- Remuneration includes salary & perquisites. The Company does not have any stock option scheme.- *The Company has passed resolution u/s 309 of the Companies Act, 1956, in its Annual GeneralMeeting held on 20-07-2010 for payment of Commission based on net profit of the Company for aperiod of Five years to the Non-Executive Directors of the Company , who are not in full time employmentof the Company.15
Page 1 and 2: Mr. Yogesh KothariMr. Amit MehtaMr.
Page 3: 5. Members are requested to encash
Page 6 and 7: 6DIRECTORS’ REPORTTo the Members,
Page 8 and 9: eputed M/s. BVC. In terms of improv
Page 10 and 11: FORM - BFORM FOR DISCLOSURE OF PART
Page 12 and 13: CORPORATE GOVERNANCEYour Company ha
Page 16 and 17: 16No. of shares held by the Non - E
Page 18 and 19: MARKET PRICE DATA:High and low duri
Page 20 and 21: CORPORATE GOVERNANCE COMPLIANCE CER
Page 22 and 23: Annexure referred to in paragraph 3
Page 24 and 25: BALANCE SHEET AS AT MARCH 31, 2012N
Page 26 and 27: CASH FLOW STATEMENT FOR THE YEAR EN
Page 28 and 29: 1.6 REVENUE RECOGNITION:i. Sales ar
Page 30 and 31: As atAs atMarch 31, 2012 March 31,
Page 32 and 33: Nature of Securitiesi. Term loans f
Page 34 and 35: 11. FIXED ASSETS(Amounts in `)GROSS
Page 36 and 37: As atAs atMarch 31, 2012 March 31,
Page 38 and 39: For theFor theYear ended Year ended
Page 40 and 41: 27. Earnings Per Share as per Accou
Page 42 and 43: 32. Segment Reporting:The Company h
Page 44 and 45: .44S.No. RelationName of Related Pa
Page 46 and 47: 46Consolidated Financial Statements
Page 48 and 49: 48CONSOLIDATED BALANCE SHEET AS AT
Page 50 and 51: CONSOLIDATED CASH FLOW STATEMENT FO
Page 52 and 53: `As atMarch 31, 2012`2. Share Capit
Page 54 and 55: Nature of Securitiesi. Term loans f
Page 56 and 57: 11. FIXED ASSETS(Amounts in `)GROSS
Page 58 and 59: `As atMarch 31, 2012`15.1 Details o
Page 60 and 61: 23. Changes in Inventories of Finis
Page 62 and 63: 27. Earnings Per Share as per Accou
Page 64 and 65:
32. Segment Reporting:The Company a
Page 66 and 67:
.S.No. RelationName of Related Part
Page 68 and 69:
THIS PAGE HAS BEEN LEFT BLANKINTENT
Page 70 and 71:
Book - PostToIf undelivered, please
Page 72:
FINANCIAL HIGHLIGHTS OF THE LAST DE
show all

2011-12 - Diamines And Chemicals Limited

Create successful ePaper yourself

Delete template?

Save as template?