corp_governance - REPORT ON CORPORATE GOVERNANCE The...

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35TH ANNUAL REPORT 2007-08 REPORT ON CORPORATE GOVERNANCE The Securities and Exchange Board of India (SEBI) ushered in a formal code of corporate governance (hereafter the Code) through Clause 49 in the listing agreement executed by the Company with stock exchanges. Clause 49 lays down several corporate governance practices which listed companies are required to adopt. The Code has been periodically upgraded to ensure the adoption of best corporate governance practices by the corporates. While most of the practices laid down in clause 49 require mandatory compliance, few are recommendatory in nature. This report sets out the compliance status of the Company with the requirements of corporate governance, as set out in Clause 49, for the financial year 2007-08. Company’s Philosophy on Corporate Governance The Company believes that the Code prescribes only a minimum framework for governance of a business in corporate framework. The Company’s philosophy is to develop this desired minimum framework and institutionalise the spirit it entails. This will lay the foundation for further development of superior governance practices, which are vital for growing a successful business. The Company recognises that transparency, disclosure, financial controls and accountability are the pillars of any good system of corporate governance. 1. BOARD OF DIRECTORS The Board comprises of 10 directors of which 8 are non-executive directors (80% of the Board strength) and 6 are independent directors (60% of the Board strength). The composition of the Board complies with the requirements of the Code. The Board of Directors of the Company met four times during the year on 23-May-07, 31-Jul-07, 30-Oct-07 and 31-Jan-08. Composition of Board and other related matters: Name of the Director Category No. of other Directorships held 1 No. of other Board Committees of which Member / Chairman 1 Board meetings attended Attendance at the last AGM Sudhir Mehta, Chairman NED 5 1 (as Member) 4 Yes Markand Bhatt NED 3 1 (as Member) 4 Yes S. H. Bhojani NED (I) 2 1 (as Member) 4 Yes Dr. Prasanna Chandra NED (I) Nil Nil 4 Yes Kiran Karnik NED (I) 1 Nil 3 Yes Sanjay Lalbhai NED (I) 2 1 (as Member) - No Prof. S. Ramnarayan NED (I) 1 Nil 3 Yes Mihir Thakore NED (I) Nil Nil 2 Yes Dr. C. Dutt, WTD Nil Nil 4 Yes Samir Mehta, Managing Director WTD 3 1 (as Member) 4 Yes Notes: 1 This number excludes the directorships / committee memberships held in private limited companies, foreign companies, companies registered under Section 25 of the Companies Act, 1956 and that of the Company. Also it includes the Chairmanship/Membership only in the Audit Committee and Shareholders’ Grievance Committee. 2
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corp_governance - REPORT ON CORPORATE GOVERNANCE The...

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