CORPORATE GOVERNANCE
Your Company has been practising the principles of good Corporate Governance, which comprise all activities that result in the control of the Company in a regulated manner, aiming to achieve transparent, accountable and fair management.
The details of the Corporate Governance compliance by the company as per the Clause 49 of the Listing Agreement with Stock Exchanges are as under:
I. COMPLIANCE OF MANDATORY REQUIREMENTS:
A. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The basic philosophy of Corporate Governance in the Company is to achieve business excellence and dedicate itself to increasing long-term Shareholders value, keeping in view the needs and interests of all its Stakeholders. The Company is committed to transparency in all its dealings and places emphasis on business ethics.
B. BOARD OF DIRECTORS:
i) COMPOSITION OF BOARD, DIRECTORSHIPS & COMMITTEE POSITIONS HELD IN OTHER COMPANIES AND SHARES OF THE COMPANY HELD AS AT 31ST MARCH,
2008 :
The Board of the Company comprises with adequate blend of professional, executive & independent directors.
| Directors |
Category |
No. of
outside
Directorships
held
(excluding**) |
Outside Committees #
(excluding**) |
Shares
held |
As a
Member
(Including
Chairmanship) |
As a
Chairman/
Chairperson |
| Shri B. K. Birla |
Non-Executive |
4 |
None |
None |
17,140 |
| Shri K. G. Maheshwari |
Non-Executive |
1 |
None |
None |
485 |
| Shri B. P. Bajoria |
Non-Executive* |
4 |
2 |
1 |
436 |
| Shri P. K. Choksey |
Non-Executive* |
2 |
3 |
1 |
500 |
| Shri A. Ghosh |
Non-Executive* |
12 |
8 |
5 |
Nil |
| Shri P. K. Mallik |
Non-Executive* |
4 |
4 |
1 |
200 |
Shri G. B. Pande
(Represents Life Insurance
Corpn. of India- Investor) |
Non-Executive* |
1 |
None |
None |
Nil |
| Smt. Manjushree Khaitan |
Non-Executive |
1 |
None |
None |
1,09,812 |
| Shri S. K. Parik |
Company Secretary |
10 |
4 |
1 |
39 |
* also independent in terms of provisions of clause 49(I)(A)(iii)
** private companies, companies under Section 25 of the Companies Act, 1956 and foreign companies.
# only two Committees viz.,the Audit Committee and the Shareholders' Grievance Committee have been considered for this purpose.
