REPORT ON CORPORATE GOVERNANCE

 
       
       
  Details of Meeting Fees paid to the Directors during the Financial Year 2012-13
   
Sl.No. Name of the Directors Sitting fees paid for
Board
Meetings
(in Rs.)
Committee
Meetings
(in Rs.)
1 Shri Basant Kumar Birla 1,00,000 -
2 Smt. Manjushree Khaitan* 1,00,000 -
3 Shri Krishna Gopal Maheshwari 20,000 -
4 Shri Pesi Kushru Choksey 1,00,000 80,000
5 Shri Amitabha Ghosh 1,00,000 60,000
6 Shri Prasanta Kumar Mallik 80,000 1,70,000
7 Shri Vinay Sah** 1,00,000 40,000
8 Shri Kashi Prasad Khandelwal 1,00,000 1,90,000
9 Shri Kamal Chand Jain*** - -
  Total : 7,00,000 5,40,000
       
    * Smt. Khaitan drew nil remuneration after her appointment as a Whole-time Director.
    ** Fees paid to Shri Sah's employer, Life Insurance Corporation of India ("LIC")
    *** Shri Jain, being a Whole-time Director, drew a remuneration of Rs.3,13,70,600/- during the Financial Year. This is subject to the approval of the Central Government.
     
    Besides Sitting Fees, non-executive Directors are also entitled to a commission on profits. Since there was no profit during the Financial Year 2012-13, the question of payment of commission did not arise.
   
    Apart from the above, no other pecuniary relationships or transactions vis-a-vis the Company exist with any Director.
       
  Code of Conduct
    The Company has a Code of Conduct applicable to all Board Members and senior management staff for avoidance of conflict of interest between each of the above individuals and the Company. Each Board Member and senior management staff declare their compliance with the Code of Conduct as at the end of each Financial Year. The required declarations in respect of the Financial Year 2012-13 have been received. There were no materially significant transactions during the Financial Year with Board Members and senior management staff, including their relatives, that had or could have had a potential conflict of interest with the Company.

The Code of Conduct is available on the website of the Company.