Annual Report-FY 2012-13 - Timex Group India

During the year under review, the Audit Committee met four times on 31 May 2012, 3 August 2012, 30 October, 2012and 31 January 2013. The details of member’s attendance at the Audit Committee Meetings during the financial year2012-2013 are as under:Name of Director16No of meetings attendedMs. Gagan Singh 4Mr. Daya Dhaon 4Mr. Pradeep Mukerjee 4Mr. Bijou Kurien 4Mr. Kapil Kapoor* 4Mr. Arthur Morissette* 2* Mr. Arthur Morissette and Mr. Kapil Kapoor resigned w.e.f. 1 March 2013 And 30 May 2013 respectively.The Chief Financial Officer, Internal Auditor and the Statutory Auditors were invited and they duly attended the AuditCommittee meetings. The Committee held discussions with the management of the Company and with the StatutoryAuditors to review the quarterly, half-yearly and annual audited financial statements and to recommend its views to theBoard of Directors of the Company. The Committee also reviewed the internal control systems and the effectiveness ofInternal Audit function.(b) Remuneration CommitteeThe Remuneration Committee was constituted in May 2003, to decide and recommend the remuneration of Directorsincluding the Managing Director of the Company. The remuneration of all the Senior Management of the Companywith direct reporting to the Managing Director of the Company is also reviewed and recommended by the RemunerationCommittee. Currently, the Committee comprises of three Non- Executive Directors, namely Mr. Daya Dhaon,Ms. Gagan Singh and Mr. Pradeep Mukerjee. Mr. Daya Dhaon, an Independent Director is the Chairman of theCommittee. The Committee meets periodically as and when required. None of the Directors, except Managing Directordraws remuneration from the Company.During the year under review, the Remuneration Committee met three times on 31 May 2013, 3 August 2013 and 31January 2013. The details of member’s attendance at the Remuneration Committee Meetings during the financial year2012-2013 are as under:Name of DirectorNo of meetings attendedMr. Daya Dhaon 3Ms. Gagan Singh 3Mr. Pradeep Mukerjee 2Mr. Kapil Kapoor* 3*Mr. Kapil Kapoor resigned w.e.f. 30 May 2013(c) Shareholders/Investors Grievance CommitteeA Shareholders / Investors Grievance Committee headed by a Non-Executive Director was formed in January 2002which was subsequently merged with the Share Transfer Committee on 31 July 2002 in view of the commonalitiesof area of work and was renamed as Share Transfer & Shareholders / Investors Grievance Committee, to approve allmatters pertaining to share transfers, transmissions, issuance of duplicate shares, transposition etc and also to providethe shareholders of the Company with additional assurance that sufficient information is being provided to enable themto form a reasoned opinion on the working of the Company and to ensure speedy redressal of their grievances pertainingto share related issues.Currently, the Committee comprises of five Non-Executive Directors namely Mr. Gary Piscatelli, Mr. Daya Dhaon,Ms. Gagan Singh, Mr. Pradeep Mukerjee and Mr. Bijou Kurien. The Chairman of the meeting is elected by majority ateach meeting. The Company Secretary is the Secretary of the Committee and attends its meetings. She/He addressesshareholders complaints, monitors share transfer process and liaisons with the regulatory authorities, as required.