| 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, 2011 : |
| |
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
Chairmanship) |
As a
Chairman/
Chairperson |
| Shri B. K. Birla |
Non-Executive |
4 |
None |
None |
167707 |
| Shri K. G. Maheshwari |
Non-Executive |
1 |
None |
None |
485 |
| Shri B. P. Bajoria |
Non-Executive* |
3 |
3 |
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 |
| Smt. Manjushree Khaitan |
Non-Executive |
1 |
1 |
None |
234114 |
Shri Deepak Tandon ***
(Whole-time Director)
| Executive |
5 |
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.
*** since resigned with effect from 15th April, 2011.
# only two Committees viz., the Audit Committee and the Shareholders’/Investors’ Grievance Committee have been considered for
this purpose. |
|
| |
|
Shri B K Birla, Shri K G Maheshwari and Smt. Manjushree Khaitan are related to each other. Shri B K Birla is brother-in-law of Shri K G Maheshwari and father of Smt. Manjushree Khaitan.
Notwithstanding Shri Tandon being the Whole-time Director, he discharged the functions of Senior President (Accounts, Finance & Taxation) of the Company and continued to discharge his duties and obligations previously performed by him as Senior President of Birla Tyres (both Balasore & Haridwar Sections) till his resignation. |
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