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*Mr. Parikshit Bhasin ceased to be a director of the Company w.e.f. 28 th October 2009.<br />
**Mr. Subramanian Murali was appointed as Director in casual vacancy caused due to resignation of Mr. Parikshit Bhasin<br />
w.e.f. 29 th October 2009.<br />
# Mr. Parikshit Bhasin and Mr. Hanif Mohamed Dahya have sought leave of absence for not attending the Board Meetings<br />
respectively. The Board granted them the leave of absence.<br />
@ Private Limited Companies, Foreign Companies and Companies under Section 25 of the Companies Act, 1956 are<br />
excluded for the above purpose.<br />
@@ The committees considered for the purpose are those prescribed in the Listing Agreement, i.e. Audit Committee and<br />
Shareholders/Investors’ Grievance Committee in other Public Limited Companies.<br />
Present Board of Directors: The composition of Board of Directors of the Company was reconstituted as under at the<br />
meeting of Directors held on 24 th April 2010.<br />
Name of Directors Category<br />
Dr. Bhupendra Kumar Modi Chairman<br />
Mr. Dilip Modi Managing Director<br />
Ms. Preeti Malhotra* Executive Director<br />
Mr. Kashi Nath Memani Non Executive Independent Director<br />
Mr. Krishan Lal Chugh Non Executive Independent Director<br />
Mr. Subroto Chattopadhyay Non Executive Independent Director<br />
*Ms. Preeti Malhotra was further appointed as Company Secretary and Compliance Offi cer of the Company w.e.f. 15th May<br />
2010.<br />
Note: Mr. Kunal Ahooja, Mr. Radha Krishna Pandey, Mr. Ram Nath Bansal & Mr. Vivek Bali has resigned from the Board<br />
w.e.f. 23rd April 2010 respectively and Mr. Hanif Mohamed Dahya & Mr. Subramanian Murali has resigned from the Board<br />
w.e.f. 24th April 2010.<br />
c) Information supplied to the Board<br />
3.<br />
During the year, all the relevant information required to be placed before the Board of Directors as per Clause 49 of the<br />
Listing Agreement are considered and taken on record / approved by the Board. Further, the Board periodically reviews<br />
Compliance Reports in respect of laws and regulations applicable to the Company.<br />
DIRECTORS’ REMUNERATION<br />
Remuneration / Sitting fee paid to Director(s) during the year ended 31st March 2010 is given below:<br />
a) Executive Director (Amount in Rs.’000)<br />
Name of Director Salary Contribution to<br />
Provident fund<br />
Perquisites<br />
(at actual)<br />
Total Salary<br />
Mr. Kunal Ahooja 16,140 360 - 16,500<br />
The above details exclude the provision for gratuity and leave encashment, as the same is calculated for the Company as a<br />
whole.<br />
The appointment of Mr. Ahooja is contractual and is terminable by the Company by giving 3 months' notice or salary in lieu<br />
thereof. No severance fees is payable. There are no stock options issued to the Whole Time Director.<br />
b) Non-Executive Directors (Amount in Rs.’000)<br />
Name of Directors Sitting Fee*<br />
Mr. Radha Krishna Pandey 155<br />
Mr. Ram Nath Bansal 75<br />
Mr. Krishan Lal Chugh 40<br />
Total 270<br />
* Amount paid for attending the Board meeting(s), Audit Committee meeting(s), Remuneration Committee meeting(s) and<br />
Investors’ Grievance / Share Transfer Committee meeting(s) held during the year.<br />
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