| MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE |
| A Management Discussion & Analysis and a Report on Corporate Governance together with the corresponding Compliance Certificate are attached as part of this Annual Report. |
| DIRECTORS |
| Shri Vinay Sah joined the Board during the year under review as a nominee of the Life Insurance Corporation of India. He replaced Shri G. B. Pande, who resigned during the previous year. Shri Sah was appointed an Additional Director under Section 260 of the Companies Act, 1956 to hold office up to the date of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. |
| The Board expresses its profound sorrow at the sad demise on 20th February, 2012 of B. P. Bajoria, colleague and an eminent Industrialist. He was on the Board for nearly three decades and his contributions to the Board's deliberations were always distinctive. The Board places on record its deep appreciation of his sagacious advice and wise counsel during his tenure. Shri Kashi Prasad Khandelwal joined the Board, effective 10th April, 2012, in the casual vacancy caused by his demise. B. P. Bajoria would have, in the normal course, retired by rotation at the forthcoming Annual General Meeting. Shri Khandelwal, being eligible, has therefore offered himself for re-appointment. |
| Shri K. C. Jain's appointment as a Whole-time Director was determined by mutual consent as at the close of business hours on 31st March, 2012. Shri Jain has been re-appointed a Whole-time Director effective 1st April, 2012 on revised remuneration. An appropriate Resolution has, therefore, been proposed in the Notice convening the Ninety-third Annual General Meeting for approval of Shri Jain's re-appointment and remuneration. |
| Smt. Manjushree Khaitan retires by rotation and, being eligible, offers herself for re-appointment. |
| AUDITORS |
| Price Waterhouse, Chartered Accountants, ("PW") Auditors of the Company, retire at the forthcoming Annual General Meeting and offer themselves for re-appointment. The Company has received the requisite Certificate pursuant to Section 224(1B) of the Companies Act, 1956. PW has also confirmed that it complies with the ongoing cycle of the peer review process as required under the Regulations of The Institute of Chartered Accountants of India. |
