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Owner : Deepak A Chari
Last Updated : 28/03/2008
Expiry Date : 28/05/2008
 
  • Board of Directors
  • Committees Of Board
  • Particulars of Senior Officials of the Company
  • Registrar and share transfer agents
  • Auditors


  • 1) Board of Directors

    Name Designation
    Arun.K.Thiagarajan Chairman
    Anil K Jain Director
    Ram N Agarwal Managing Director & CEO
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    2) Committees Of Board

  • Audit Committee
  • Compensation & Benefits Committee
  • Admin & Investors Relation Committee

    Audit Committee


    A. Members
    Suresh C Senapaty - Chairman
    Manu Parpia - Director
    Anil K Jain- Director
     
    B. Objectives

    The management of the Company has the overall responsibility to prepare financial statements in accordance with generally accepted accounting principles. The Company's statutory independent auditor has the responsibility to audit those financial statements. The Audit Committee's responsibility is one of overseeing the financial information. However, the Audit Committee has no obligation to provide any expert or other special assurance as to the Company's financial statements.

     
    The objectives of the Audit Committee are to:
    • Assist the Board of Directors of the Company in fulfilling its responsibilities to oversee the  Company's financial reporting process
    • Monitor the integrity of the Company's financial statements;
    • Monitor the independence and performance of the Company's internal and external auditors.
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    C.Membership

    The Audit Committee will consist of three non-executive and independent members of the Board, who shall meet all applicable legal requirements with respect to independence, financial literacy, accounting or related financial expertise etc. The Board of Directors will appoint the members of the Audit Committee.

     
    D.Powers

    In discharging its responsibilities, the Audit Committee shall have the following powers:

    • Unrestricted access to the Company's books and records;
    • To seek information from any employee of the Company including the management of the Company.
    • To investigate any activity within its terms of reference.
    • To obtain the advice of lawyers, accountants or other professionals / consultants at the Audit Committee's sole discretion.

     
    E.Responsibilities

    The following are the responsibilities of the Audit Committee. The Audit Committee may diverge from these responsibilities and may assume such other responsibility as it deems necessary or appropriate in carrying out its functions.

     

    The responsibilities of the Audit Committee are classified under the following two heads;
    a) Primary responsibilities
    b) Additional responsibilities

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    Responsibilities in relation to Internal Audit

    • Reviewing on a regular basis the adequacy of the internal audit function, including the structure and organization of the internal audit department, its staffing (including issues of qualifications), seniority of the head of the department, reporting structure, coverage and frequency of internal audit.
    • Reviewing and discussing with internal auditors and management on issues / findings arising from the internal audit reports and follow up thereon. This would include reviewing the issues / findings arising from internal investigations into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the same to the Board of Directors.

     

    Responsibilities in relation to External Audit.

    • Recommending to the Board of Directors the appointment and removal of the external auditors, fixation of audit fee and also approval for payment for any other services.
    • Discussion with external auditors before the audit commences of the nature, scope and approach of the audit.
    • Post-audit discussion with external auditors to ascertain areas of concern.
    • Review of the performance of the external auditors.
    • Conducting a "post-audit review" of the financial statements and audit findings including any suggestions for improvements provided to management by the external auditors.

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    Responsibilities in relation to the Company's financial statements

    • Review of the Company's accounting policies, internal accounting controls, financial and risk management policies and such other matters as the Audit Committee deems appropriate.
    • Overseeing 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.
    • Review and discuss the audited financial statements with management and the external auditors and determine whether they are complete and consistent with the information known to committee members; assess whether the financial statements reflect appropriate accounting principles.
    • Reviewing with management the annual financial statements before submission to the Board of Directors, focussing primarily on:
      • Any change in accounting policies and practices
      • Major accounting entries based on exercise of judgement by management
      • Qualifications in draft audit report
      • Significant adjustments arising out of audit
      • The going concern assumption
      • Compliance with accounting standards applicable to the Company
      • Any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.
    • Reviewing before release of the financial statements audited or otherwise, the Director's Report, and such other statement that forms part of the Annual Report of the Company.
    • Review and discuss with management and the external auditors the Company's interim financial statements / unaudited financial statements which are released or which are required to be submitted to any legal or regulatory authority (including the stock exchanges on which the securities of the Company are listed).

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    Other general responsibilities

    • Regularly report to the Board of Directors its conclusions with respect to the various matters that the Audit Committee has considered.
    • Review and reassess the adequacy of this Charter annually and submit it to the Board of Directors for consideration and approval.
    • Review management's monitoring of compliance with Company's standards of Business conduct.
    • Reviewing in conjunction with counsel, any legal matters that could have a significant impact on the Company's financial statement
    • Overseeing compliance with SEBI / SE's requirements for disclosure of auditor's services and audit committee members and activities.
    • Overseeing and reviewing of the Company's asset management policies, including an annual review of the Company's investment policies and performance for cash and short term investments.

     

    Additional Responsibilities
    In addition to the above primary responsibilities, the Audit Committee will undertake such other duties as the Board of Directors delegates to it, and will report, at least annually, to the Board regarding the Committee's examinations and recommendations.

     

    F.Meetings

    The Audit Committee will meet at least four times each year. The Audit Committee may establish its own schedule and it will provide the same to the Board of Directors in advance.

    Under normal circumstances, the Managing Director, Chief Finance Officer, Head of Internal Audit within the Company and External auditors shall attend meetings of the Audit Committee. The Audit Committee may at its discretion require the attendance of such other persons from within the Company at Audit Committee meetings.

    The Audit Committee would be free to meet without the presence of any or all of the above mentioned persons if it so desires.

     

    G.Reports

    The Audit Committee will record its summaries of recommendations to the Board and it will be incorporated as a part of the minutes of the Board of Directors meeting at which those recommendations are presented.

     

    H.Minutes

    The Company Secretary will maintain minutes of the meetings of the Audit Committee and it will be filed with the minutes of the meetings of the Board of Directors.

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    Compensation & Benefits Committee

    A. Members
    Arun.K.Thiagarajan - Chairman
    Manu Parpia - Director
    Suresh C Senapaty - Director
     
    B. Objective
    The objectives of the Compensation Committee is to recommend to the Board of Directors appropriate compensation packages for Directors and Executive Officers of the Company in such a manner so as to attract and retain the best available personnel for positions of substantial responsibility with the Company, to provide incentives for such persons to perform to the best of their abilities for the Company, and to promote the success of the Company's business.
     
    C. Membership
    The Compensation & Benefits Committee shall consist of three non-employee directors of the Company as is determined by the Board of Directors. The members of the Compensation Committee are appointed by and serve at the discretion of the Board of Directors.
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    D. Responsibilities
    The Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board of Directors from time to time prescribes.
    These responsibilities include:
    • Reviewing and making recommendations to the Board of Directors regarding the Compensation & Benefits policy for all Directors and Executive Officers of the Company, and Senior Management personnel of the Company as directed by the Board;
    • Reviewing and making recommendations to the Board of Directors appropriate and suitable specific Compensation & Benefits package for Individual Directors and Executive Officers of the Company.
    • Acting as Administrator of the Company's Employee Stock Option Plan drawn up from time to time and administering, within the authority delegated by the Board of Directors and within the terms and conditions of the said Plans. In its administration of the plans, the Compensation & Benefits Committee may, pursuant to authority delegated by the Board of Directors
      • Grant stock options or stock purchase rights to individuals eligible for such grants under the plans and applicable law (including grants to individuals subject to the provisions of the Securities and Exchange Board of India Act 1992 and Section 16 of the Securities Exchange Act of 1924 (the "Exchange Act") in compliance with Rule 16b-2 promulgated thereunder, so long as the Compensation Committee is comprised entirely of "disinterested persons", as such term is defined in Rule 16b-2(c)(2)(i) promulgated under the Exchange Act), and
      • Amend such stock options or stock purchase rights.
      • The Compensation Committee shall also make recommendations to the Board of Directors with respect to amendments to the plans and changes in the number of shares reserved for issuance thereunder;
    • Reviewing and making recommendations to the Board of Directors regarding any other plans that are proposed for adoption or adopted by the Company for the provision of Compensation & Benefits to employees of, directors of, and consultants to the Company; Preparing such reports as may be necessary which describes:
      • the criteria on which Compensation & Benefits paid to the Chief Executive Officer for the last completed fiscal year is based;
      • The relationship of such Compensation & Benefits to the Company's performance;
      • the Compensation & Benefits policies applicable to executive officers; and
      • such other matters required to be disclosed as per applicable law by the Committee.
      • Any other matter connected to remuneration / compensation
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    E. Meetings
    The Compensation & Benefits Committee will meet as often as required and at least twice each year. However, the Compensation & Benefits Committee may establish its own schedule, which it will provide to the Board of Directors in advance.
     
    F.Minutes
    The Compensation Committee will maintain minutes of its meetings, assisted by the HR in-charge of the Company or by the Company Secretary. The minutes will be filed with the minutes of the meetings of the Board of Directors.
     
    G.Reports
    The Compensation Committee will provide reports to the Board of Directors of the Company regarding its recommendations for action and table copies of its minutes.
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    Admin & Investors Relation Committee

    A. Members
    Suresh C Senapaty - Chairman
    Arun K Thiagarajan - Director
    Ram N Agarwal - Director
     
    B. Objective
    The whole time Directors Viz. Managing Director and Director Operation has the overall responsibility to administer the Company's day to day activities on behalf of the board, to establish a relation with the shareholders of the Company and do redresses their grievances. While, the Admin and investors relation committee will be the facilitator to undertake any administerial activity of the Board which are required to be performed immediately between two regular board meetings.
     
    C. Membership
    The Admin and Investors Relations Committee shall consist of the whole time Directors and a Non-employee director as is determined by the Board of Directors. The members of the Admin and Investors Relation Committee are appointed by and serve at the discretion of the Board of Directors.
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    D. Responsibilities
    The Admin and Investors Relations Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board of Directors from time to time prescribes.
    These duties and responsibilities include:
    • To consider any Investors related issues including share transfer matters / transmission matters and dealing with the Employees / Shareholder's Trust.
    • To consider opening, operation and closing of the bank accounts from time to time and to nominate/change the authorized signatory with specific instructions.
    • To delegate the powers, authorities and discretion vested in the directors or to issue powers of attorney to designated employees, consultants, various other officials from time to time for various purpose to act for and on behalf of the company.
    • To invest surplus funds of the company as and when required and to take necessary actions in connection with such investments / deployment of funds.
    • To avail short term funds and / or working capital arrangement of the Company as permitted by the Board
    • To consider and allot the shares as per the options exercised by the employees of the Company (Allotment of shares other than ESOP will go to the Board)
    • Any other matter connected to administration or operational requirements of the Company.
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    E.Meetings
    The Admin and Investors Relation Committee will meet as often as required and may establish its own schedule. Company secretary of the Company shall co-ordinate for convening the meetings.
     
    F.Minutes
    The Company Secretary will maintain minutes of the meetings of the Admin and Investors Relations Committee and it will be filed with the minutes of the meetings of the Board of Directors.
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    G.Reports
    Admin and Investors relations committee will provide to the Board of Directors its recommendations for action and table copies of its minutes.
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    3) Particulars of Senior Officials of the Company

    Name Designation
    Executive Directors:
    Ram N Agarwal Managing Director & CEO
    Purushottam K Executive Director
    B Ashok Executive Director
    Executive Board
    Ram N Agarwal Chairman, Chief Operating Officer
    Maclean Raphael Convenor and Secretary
    Deepak A Chari Member
    Venkatesh K Member
    Jayant Gundewar Member
    Corporate Support Functions
    Maclean Raphael VP – HR and Management Support
    Deepak A Chari Sr. GM Business Development and Treasury
    Jayant Gundewar Chief Strategy Officer – Business Strategy & New Products
    Venkataramanan P Deputy CFO - Finance, Accounts, Audit & Legal
    Jayabalan V Head – Mission Quality
    Operation, Marketing and sales
    Sunil Pillai GM Business Development
    Sanjeev Arora Head - Fantasy PNS & Laser Products
    Ramdinsanga Saiawi Head – Marketing, Fantasy Products & Solutions Business
    Venkatesh K Sr. GM – Wepcare & Research and Development
    Emerging Business, Sales and Distribution
    KR Sharma  Head – Metro Business
    Ashok Dash Head – Mini Metro Business
    Information System
    Jayant Gundewar Chief Strategy Officer
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    4) Registrar and share transfer agents

    Karvy Consulatants Limited
    Unit: WeP Peripherals Limited
    Attn.: S. Kannan or Mr. Kumar S
    T.K.N. Complex, No.51/2 Vanivilas Road,
    Opp. National College Road,Basavanagudi,
    Bangalore 560 004

    Phone No: 91-80-26621192/ 26621184. Etn: 221.
    E-Mail ID:kannans@karvy.com OR kumarS@karvy.com
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    5) Auditors

    N.M.Raiji & Co. Chartered Accountants, Mumbai
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  • © 2006 WeP Peripherals Limited. All Rights Reserved.