| 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 longterm 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, 2010 : |
| |
The Board of the Company comprises of adequate blend of professional, executive & independent directors. |
| |
|
| Directors |
Category |
No. of
outside
Directorships
held
(excluding**) |
Outside Committees #
(excluding**) |
Shares
held |
As a
Member
(including
Chairperson) |
As a
Chairman/
Chairmanship |
| Shri B. K. Birla |
Non-Executive |
4 |
None |
None |
167,707 |
| 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* |
1 |
2 |
None |
500 |
| Shri A. Ghosh |
Non-Executive* |
13 |
9 |
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 |
1 |
1 |
Nil |
| Smt. Manjushree Khaitan |
Non-Executive |
1 |
None |
None |
2,34,114 |
| Shri S. K. Parik (upto 31.03.2010) |
Company Secretary
(upto 31.12.2009) |
4 |
2 |
1 |
39 |
Shri Deepak Tandon
(w.e.f. 01.01.2010) |
Executive *** |
3 |
None |
None |
Nil |
* also independent in terms of provisions of clause 49(I)(A)(iii).
** private companies, companies under Sec. 25 of the Companies Act, 1956 and
foreign companies.
*** Senior President of Birla Tyres(both Balasore & Haridwar Sections), has been appointed
as an Additional Director of the Company w.e.f. 01.01.2010.
# only two Committees viz., the Audit Committee and the Shareholders’ Grievance Committee have been considered for
this purpose. |
|
| |
|
Notwithstanding Shri Tandon being the Director, he discharges the functions of Senior President (Accounts, Finance & Taxation) of the company and continues to discharge his duties and obligations previously performed by him as Senior President of Birla Tyres (both Balasore & Haridwar Sections). |
