110 / 300
110
•
Annual Report 2016-17
Table 4: Details of the attendance at the Audit Committee meetings held during the onancial year 2016-17
Name of the Director
¡
---------------------- Audit Committee Meeting ------------------------
¢
April 23, 2016 July 22, 2016 October 21, 2016 January 20, 2017
Mr. Kiran Umrootkar
Y
Y
Y
Y
Mr. Pradeep Bhargava
Y
Y
N
Y
Mr. Sanjay Bhattacharyya
Y
Y
Y
Y
Mr. Mritunjay Singh
Y
Y
Y
Y
B. Compensation and Remuneration Committee
Brief description
The Compensation and Remuneration Committee of the Board was constituted on April 23, 2004. In terms of
erstwhile the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (“SEBI
ESOP Guidelines”), the Company re-constituted Compensation and Remuneration Committee for the administration
and superintendence of the employee stock options schemes on October 4, 2007. The Committee constitution was
unchanged during Financial Year 2016 -17.
The Board of Directors at its meeting held in April 2014 named this Committee as the Nomination and Remuneration
Committee for the purpose of provisions under the Companies Act, 2013 with respect to the terms of the Compensation
and Remuneration Committee of the Company covered under the statutory terms of the Nomination and Remuneration
Committee.
The Chairman and all members of the Committee are Independent Directors. The Company Secretary of the Company
is the Secretary of the Committee.
Table 5 gives the composition of the Compensation and Remuneration Committee of the Board of Directors as on
March 31, 2017.
Table 5: Composition of the Compensation and Remuneration Committee
Name of the Director
Category
Mr. Prakash Telang
Chairman of the Committee and Independent Director
Ms. Roshini Bakshi
Independent Director
Mr. Sanjay Bhattacharyya
Independent Director
Mr. Thomas Kendra*
Independent Director
* The designation of Mr. Kendra has been changed to 'Non-E[ecutive Non-Independent Director' effective from April 1, 2017.
The Committee is constituted with powers and responsibilities including but not limited to:
i.
To decide the quantum of equity shares / options to be granted under Employee Stock Options Schemes (ESOS),
per employee and the total number in aggregate
ii. To determine at such intervals, as the Compensation and Remuneration Committee considers appropriate, the
persons to whom shares or options may be granted
iii. To determine the e[ercise period within which the employee should e[ercise the option and condition in which
option will lapse on failure to e[ercise the option within the e[ercise period
iv. To decide the conditions under which shares or options vested in employees may lapse in case of termination of
employment for any reason
v. To lay down the procedure for making a fair and reasonable adjustment to the number of shares or options and to
the e[ercise price in case of rights issues, bonus issues and other corporate actions
vi. To lay down the right of the employee to e[ercise all the options vested in him at one time or at various points of
time within the e[ercise
vii. To specify the grant, vest and e[ercise of shares / option in case of employees who are on long leave
viii. To construe and interpret the plan and to establish, amend and revoke rules and regulations for its administration
i[. The Compensation and Remuneration Committee may correct any defect, omission or inconsistency in the plan or
any option and / or vary / amend the terms to adjust to the situation that may arise