Capítulo 2. Materiales y métodos
2.3. Consideraciones importantes en dosimetría de campos pequeños
Our Company has constituted an audit committee, as per the provisions of Section 292A of the Companies Act, 1956. The audit committee was constituted on 21/03/2011 and the composition of audit committee consists as mentioned under:
Sr.
No. Name of the Director Designation in Committee Nature of Directorship
1 Mr. T. S. Raghavan Chairman Non-Executive, Independent
2 Mr. Shanmuga Rethenam Member Non-Executive, Independent
3 Mr. Raghunathan Swaminathan Member Whole Time Director
The scope of Audit Committee shall include but shall not be restricted to the following:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 4. Reviewing, with the management, the annual financial statements before submission to the board for
approval , with particular references to;
• Matters, required to be included in the Director’s Responsibility statement be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
• Changes, if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgment by management. • Significant adjustments made in the financial statements arising out of audit findings.
• Compliance with listing and other legal requirements relating to financial statements. • Disclosure of any related party transactions.
• Qualifications in the draft audit report.
5. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval.
123 6. Reviewing with the Management, performance of statutory and internal auditors, and adequacy of the
internal control systems.
7. Discussion with internal auditors any significant findings and follow up there on.
8. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the Matter to the board.
9. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
10. To look in to the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
11. To review the following information:
• The management discussion and analysis of financial condition and results of operations.
• Statement of significant related party transactions (as defined by the Audit Committee) submitted by management.
• Management letters/letters of internal control weaknesses issued by statutory auditors. • Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the chief internal auditor.
12. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in the matter.
The Audit Committee enjoys following powers:
a. To invite such of the executives, as it considers appropriate (and particularly the head of finance function) to be present at the meetings of the Committee,
b. To investigate any activity within its terms of reference, c. To seek information from any employee
d. To obtain outside legal or other professional advice, and
e. To secure attendance of outsiders with relevant expertise if considered necessary. The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors; d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.
124 Meeting of Audit Committee
The audit committee shall meet at least four times in a year and not more than four months shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there shall be a minimum of two independent members present. 2. Shareholders/ Investor Grievance Committee
Our Company has constituted a shareholders/investor grievance committee. The constitution of the shareholders / investor grievance committee was approved by a meeting of the Board of Directors held on 21/03/2011.
Sr. No Name of the Director Designation in committee Nature of Directorship
1 Mr. T. S. Raghavan Chairman Non-Executive, Independent
2 Mr. R. Jayakumar Member Managing Director
3 Mr. Shanmuga Rethenam Member Non-Executive, Independent
4 Mr. Raghunathan Swaminathan Member Whole Time Director
5 Mr. Raghuraman Rajagopal Member Non-Executive Director
This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:
a. Allotment and listing of our shares in future
b. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;
c. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;
d. Reference to statutory and regulatory authorities regarding investor grievances;
e. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; f. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the
above powers.
The Company Secretary of our Company, acts as the Secretary to the Committee.
In order to expedite the process of share transfer, this committee has delegated powers to a sub- committee consisting company secretary and executive director, who shall attend the work of share transfer formalities at least once in a fortnight and report to this committee on a regular basis.
Policy on Disclosures & Internal procedure for prevention of Insider Trading
The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchange. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 1992 on listing of our Equity Shares on stock exchange. Further, Board of Directors have approved and adopted the policy on insider trading in view of the proposed public issue.
Mr. R. Jayakumar, Managing Director, is responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the code of conduct under the overall supervision of the board.
125 3. Remuneration / Compensation Committee
Our Company has constituted a remuneration/compensation committee. The constitution of the remuneration/compensation committee was approved by a meeting of the Board of Directors held on 21/03/2011
Sr. No Name of the Director Designation in committee Nature of Directorship
1 Mr. T. S. Raghavan Chairman Non-Executive, Independent
2 Mr. Nishat Shah Member Non-Executive, Independent
3. Mr. Shanmuga Rethenam Member Non-Executive, Independent
The Committee is required to meet at least once a year.
The remuneration committee has been constituted to recommend/review remuneration of Directors and key managerial personnel based on their performance and defined assessment criteria. The remuneration policy of our Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The remuneration policy is in consonance with the existing industry practice.
The board has set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference our Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment. To avoid conflicts of interest, the remuneration committee, this would determine the remuneration packages of the executive directors. It comprises of at least three directors, all of whom are non-executive directors the chairman of committee being an independent Director.
The scope of Remuneration/Compensation Committee shall include but shall not be restricted to the following:
a. To recommend to the Board, the remuneration packages of the Company’s Managing / Joint Managing / Deputy Managing / Whole time / Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);
b. To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages for Company’s Managing/Joint Managing/ Deputy Managing/ Whole-time/ Executive Directors, including pension rights and any compensation payment;
c. To implement, supervise and administer any share or stock option scheme of the Company;
d. To attend to any other responsibility as may be entrusted by the Board within the terms of reference. Shareholding of Directors
As per the Articles of Association of our Company, a Director is not required to hold any shares in our Company to qualify him for the office of Director of our Company.
126 Sr.
No. Name of Directors No. of Shares
% of Pre-Issue Share Capital
1 Mr. Thirumakottai Subramaniaiyar Raghavan - -
2 Mr. R. Jayakumar 25,43,512 22.61
3 Mr. Christopher Ian Want 23,68,388 21.05
4 Mr. Ramachandran Manickam 80 0.00 5 Mr. Raghunathan Swaminathan 40 0.00 6 Mr. Shanmuga Rethenam 1,31,440 1.17 7 Mr. Raghuraman Rajagopal 10,50,000 9.33 8 Mr. Nishat Shah 22,856 0.20 TOTAL 61,16,316 54.37 Interests of Directors
Except as stated in the ‘Annexure 19’ of the Auditors Report beginning on page 138 of this RHP, all our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to them in accordance with the provisions of the Companies Act and in terms of the Articles.
The Directors may also be regarded as interested in the shares, if any, held by them or that may be subscribed by and allotted/transferred to the companies, firms and trusts and other entities in which they are interested as Directors, members, partners and/or trustees or otherwise as also any benefits, monetary or otherwise derived there from.
There are no sums paid or agreed to be paid to any director or to the company in cash or in shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by any director or by the company in connection with the promotion or formation of SACL.
Further, the Articles of Association provide that the directors and officers shall be indemnified by our Company against loss in defending any proceeding brought against directors and officers in their capacity as such, if the indemnified director or officer receives judgment in his favor or is acquitted in such proceeding.
Interest as to Property
We have not entered into any contract, agreements or arrangements during the preceding two years from the date of this RHP in which our directors are directly or indirectly interested and no payments have been made to them in respect of any contracts, agreements or arrangements which are proposed to be made to them.
Changes in the Board of Directors in the last 3 years
The following changes have taken place in the Board of Directors of our Company during the last three years:
Name Date of Appointment / Cessation Reason for Change
127 Name Date of Appointment / Cessation Reason for Change
Mr. Mahadevan Ganesh July 22, 2008 Appointment on Incorporation
Mr. Raghuraman Rajagopal July 28, 2008 Appointment
Mr. Veda Narayanan June 4, 2009 Appointment
Mr. T. S. Raghavan June 4, 2009 Appointment
Mr. Christopher Ian Want June 4,2009 Appointment
Mr. Veda Narayanan October 10,2009 Resignation
Mr. T. S. Raghavan October 10,2009 Resignation
Mr. Christopher Ian Want October 10,2009 Resignation
Mr. Christopher Ian Want October 4, 2010 Appointment
Mr. Ramachandran Manickam October 4, 2010 Appointment
Mr. T. S. Raghavan October 4, 2010 Appointment
Mr. Raghunathan Swaminathan October 4, 2010 Appointment
Mr. Nishat Shah October 4, 2010 Appointment
Mr. Shanmuga Rethenam November 13, 2010 Appointment
Mr. Mahadevan Ganesh December 1, 2010 Resignation
128 Key Management Personnel
The key managerial personnel and their designations and other details w.r.t. our company are as under: Name of Employee Functional Area Designation & Joining Date of C.T.C for the F.Y. ended
31-03-2011
Qualification
Capt. D.K. Chand Advisor cum Senior Captain 28/03/2010 45.00
Graduate from National Defense Academy
United(1968) Capt. Padmanaban Chief Operating Officer (Operations) 02/11/2009 51.00 Bsc.
Mr. Navonil Sarathi GM Engineering 12/10/2009 24.45 AME
Mr. Mohamed Mustafa Quality Manager 15/12/2008 9.00
AME and Associate Member of
Aeronautical Society of India(Equivalent to BE)
Mr. S.S. Iyer GM Airport operations 8/2/2010 7.80 B.COM
Mr. G. Sriram Company Secretary (Secretarial and other Compliances)
21/10/2010 1.61* MBA,M.PHIL,ACS;
There are no contingent or deferred compensation accrued for the year 2010-11 that is payable at a later date
* The compensation paid to Mr. G. Sriram was for a period of 6 months and hence is a fraction of the annual CTC agreed of ` 3.60 lacs.
Brief Details regarding the past experience of our KMP’s is as under: 1) Capt. D. K. Chand:
Capt. D.K. Chand has over 35 years of experience in the aviation line having worked with the Indian Army Aviation as Colonel until 1998, M/s. Azal India Pvt. Ltd. as Pilot for 4 years and with M/s. Global Vectra Helicorporation Pvt. Ltd. for over 5 years in various capacities including Chief Pilot, Director or Training and Operations and CRM Instructor.
M/s. Global Vectra Helicorporation Pvt. Ltd. was his previous employer prior to him joining our company.