000_GMM Directors Report-Pg-1-18.indd - GMM Pfaudler Ltd

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GMM PFAUDLER LIMITEDAnnual Report 2009 - 2010• To review matters as required under the terms of the ListingAgreement.• To access information contained in the records of theCompany and• To Refer to external professionals for advice, if necessary.The Audit Committee also reviews the following information1) Management discussion and analysis of financial conditionsand results of operations.2) Statement of significant related party transactions.4. Remuneration Committee:Remuneration Committee of Board Directors of the Companyconsists of Mr. P. Krishnamurthy (Chairman), Dr. S Sivaram,Mr. Darius C. Shroff and Mr. Peter C. Wallace as on date.All the members of the Remuneration Committee are Non-Executive Directors.Terms of reference Remuneration Committee are as under• To appraise the performance of Managing Director andExecutive Director.• To determine and recomend to the board componsationpayable to Managing Director.• To determine the remuneration payable to SeniorManagement personal on level below the board.During the year, the Remuneration Committee held onemeeting on January 22, 2010. Mr. P. Krishnamurthy andMr. Darius C. Shroff attended the meeting.Remuneration of DirectorsDetails of Remuneration paid/payable to Directors for the yearended March 31, 2010 are as follows:DirectorMr. P.KrishnamurthyMr. Ashok J. PatelRelationshipwith otherDirectorsSittingFees(` )Salary,Perquisites&Commission(` )TotalAmount(` )None 1,25,000 Nil 1,25,000Father ofMr. Tarak PatelNil 102,33,000 NilMr. Peter C. None Nil Nil NilWallaceMr. Kevin J. Brown None Nil Nil NilMr. ChristopherM. HixAlternate toMr. KevinBrownNil Nil NilDr. S. Sivaram None 60,000 Nil 60,000Mr. Darius C. None 1,25,000 Nil 1,25,000ShroffMr. Tarak A. Patel Son of Mr.AshokPatelNil 25,24,000 NilNo other remuneration is paid to non executive directorsexcept sitting fee which has been disclosed as above.5. SHAREHOLDERS & INVESTORS GRIEVANCE COMMITTEE:Shareholders & Investors Grievance Committee of theCompany consists of three. Members. Mr. P. Krishnamurthy,Dr. S. Sivaram and Mr. Darius Shroff as on date.Mr. P. Krishnamurthy is the chairman of the committee.The Shareholder and Investors Grievance Committee met onfour occasions viz. April 27,2009, July 28, 2009, October 15,2009 and January 25, 2010.The attendance at these meetingswas as under:Name of Director Designation No. of MeetingsAttendedMr. P. Krishnamurthy Chairman 4Mr. Darius C. Shroff Member 4Dr. S. Sivaram Member 2Mr. Vaibhav S. Bakhare, Company Secretary is the ComplianceOfficer of the Company.The Shareholders & Investors grievance committee inter-aliareviews quarterly reports of Registrar & Transfer Agent regardingvarious types of complaints/requests received handled andbalance if any. It also reviews quarterly shareholding patterns etc.During the year the Company received 14 complaints andthe all of them were duly disposed off. No investor grievanceremained unattended/pending for more than 30 days andno request of share transfers and dematerialization receivedduring the financial year was pending for more than 30 daysand 15 days respectively .The Company does not have anypending transfers / non- attended complaint as at the closureof the year under review.As provided under Clause 47(f) of the Listing Agreement,with the Stock Exchange, the Company has designated anemail id exclusively for the purpose of redressal of investors’grievances: investorservices@gmmpfaudler.co.in6. GENERAL BODY MEETING:Last three Annual General Meetings were held atSardar Vallabhbhai Patel and Veer Vithalbhai PatelMemorial, Anand - Sojitra Road, Karamsad-388 325, Gujarat.,near the registered office of the company. Details are as under:YEARANNAULGENERALMEETINGDATEOFMEETINGTIMEOFMEETINGNO. OFSPECIALRESOLUTIONSPASSED2006-07 Forty-Fourth September 26, 2007 10.001a.m.2007-08 Forty-Fifth September 25, 2008 10.001a.m.2008-09 Forty-Sixth September 30, 2009 10.001a.m.All resolutions including the special resolutions at the aboveGeneral Meetings were passed by way of show of hands.No postal ballots were used for voting at these meetings.14
7. DETAILS OF DIRECTORS APPOINTED DURING THE YEAR /SEEKING RE-APPOINTMENT:Mr. P. Krishnamurthy (62) is a Non-Executive IndependentDirector and the Chairman on the Board of the Company.Mr. P. Krishnamurthy chairman and member of the AuditCommittee, Shareholders and Investors Grievance Committee,Remuneration Committee and Share transfer Committee. Mr.Krishnamurthy has over 25 years of experience in CorporateManagement and Strategy, Restructuring, M & A, InternationalBusiness and Joint Ventures, Financial Management & Bankingincluding Managing and supervising business abroad. He wasinvolved in financial services for the last nine years as ViceChairman of JM Morgan Stanley, Director of JM Financial andFormer Director of IL & FS Asset Management. He has alsothree years experience in Management Consultancy, Twelveyears with a Swedish Multinational Group and eleven yearswith two very large Indian Industrial groups. He has workedat the Group Management/Board level of several multinationalcompanies and large Indian Industrial Groups having listedcompanies in India and abroad. Mr. Krishnamurthy is aDirector in the Following companies (excluding privateCompanies, Foreign Companies and registered under Section25 of the Companies Act. 1956):Name of theCompanySKIL InfrastructureLtd.DesignationDirectorChairmanship orMembership of otherBoard CommitteesNilMumbai SEZ Ltd. Director NilUrban Infrastructure DirectorNilVenture CapitalLimitedRepro India Ltd. Director Chairman of AuditCommitteeApodis Hotels &Resorts Ltd.DirectorNilb) Mr. Darius C. Shroff (65) is a Non-Executive IndependentDirector of the Board of Directors of the Company.Mr. Darius C. Shroff is a Solicitor and Advocate. He isa Senior Partner of Crawford Bayley and is having over40 years of experience in the legal profession. In hisprofessional practice, Mr. Shroff covers a wide range oflegal services and has specialized in Employment andIndustrial Law. Mr. Shroff is a Director in the FollowingCompanies (excluding Private Companies, ForeignCompanies and registered under Section 25 of theCompanies Act, 1956):Mr. Shroff is a Director in the Following companies(excluding private Companies, Foreign Companies andregistered under Section 25 of the Companies Act.1967):Name of theCompanyIngersoll-Rand (I) Ltd.DesignationDirectorChairmanship orMembership of otherBoard CommitteesChairman- Share transfercum Investors GrievanceCommitteeMember- AuditCommitteeSiemens Ltd. Director Chairman- InvestorsGrievance CommitteeSKF IndiaLtd.8. DISCLOSURES:(i)(ii)DirectorChairman-AuditCommitteeMember- Share transfer/Investors’ GrievanceRedressal CommitteeDetails on transactions with related parties, viz. Promoters,Directors or the Management, their subsidiaries orrelatives potentially conflicting with Company’s interestare given / appended in Schedule 28 of ‘Notes FormingParts of the Accounts’. Except payment of sitting feesthere has been no pecuniary transaction with any of thenon executive directors of the Company.The Company has complied with the mandatoryrequirements of the Corporate Governance Clause ofListing Agreement. The Company has implementedsome of the non-mandatory requirements enlisted byway of annexure to Clause 49 of the Listing Agreementincluding the constitution of Remuneration Committeeand quaterly declaration of financial performance isbeing sent to shareholders.9. MEANS OF COMMUNICATION:The Company publishes its Quarterly, Half-yearly andAnnual Financial results in the Economics Times (Mumbaiand Ahmedabad) and Naya Padkar (Anand) newspapers. Thesaid results are also available at the website of the Company.Quarterly Results are also posted to all the shareholders.During the year, the Company has not released any officialnews of the Company or any presentation to institutionalinvestor/analysts.15
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