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CORPORATE GOVERNANCE REPORT FOR THE YEAR 2005-2006
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(As required under Clause 49 of the listing agreement entered into with the Stock Exchange) |
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Your Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2006. |
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1. A BRIEF STATEMENT OF COMPANY'S PHILOOPHY ON CODE OF GOVERNANCE : |
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The company firmly believes in good Corporate Governance. The Company, while conducting its business has been upholding the core values of the T.T.'s i.e. transparency, integrity, honesty, accountability and compliance of laws. The company continously endeavour to improve on these aspects on an ongoing basis. |
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2 BOARD OF DIRECTORS : |
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The Board of Directors comprises Chairman & Managing Director, 2 Executive Directors and 3 Non-Executive Directors. During the year, 7 Board meetings were held. The composition of Board of Directors and there attendance at the meeting during the year and at the Last Annual General Meeting as also number of other Directorships / Memberships of committees are as follows : |
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| Name of Director |
Category of Directorships |
No. of Board Meetings Attended |
Attendance Last AGM |
No. of other Directorship |
Committee Membership |
| Member |
Chairmen |
| Dr. Rikhab C. Jain |
Chairman & MG. Director |
7 |
Yes |
1 |
1 |
- |
| Shri V.R Mehta |
Non-Executive |
5 |
Yes |
5 |
4 |
2 |
| Shri Navratan Dugar |
Non-Executive |
1 |
Yes |
3 |
1 |
1 |
| Shri Sanjay Kumar Jain |
Executive |
6 |
Yes |
1 |
1 |
- |
| Smt. Joyti Jain |
Executive |
3 |
No |
Nil |
- |
- |
| Dr. (Prof) V.K Kothari |
Non-Executive |
7 |
No |
Nil |
3 |
2 |
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3. AUDIT COMMITTEE : |
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The audit committee consist of four Directors. The members of the committee are well versed in finance, accounts and company law matters and general business practices. |
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The composition of the audit committee is as under :
A. Shri Navratan Dugar B. Dr.(Prof) V.K. Kothari
C. Shri V.K. Mehta D. Shri Sanjay Kumar Jain |
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The terms of a reference of the Audit Committee include : |
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a) To review financial statements and pre publication announcements before submission to the Board. |
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b)To Ensure Compliance of Internal Control System and action taken on internal audit reports. |
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c) To apprise the Board on the impact of accounting policies, accounting standard and legislation. |
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d) To hold periodical discussions with statutory auditors on the scope and content of the audit. |
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e) To review the company's financial and risk management policies. |
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During the financial year 2005-2006 four Audit Committee Meetings were held on 29.06.2005, 27.07.2005,28.10.2005 and 27.01.2006. |
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4. REMUNERATION OF DIRECTORS: |
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The remuneration of Executive Directors is decided by the Board of Directors as per the remuneration policy of the company within the ceiling fixed by the shareholders. The company has no pecuniary relationship or transaction with its non-executive Directors other than payment of sitting fee to them for attending Board and Committee meetings. Given below are the details of actual payments made to the Directors for the period 1.04.2005 to 31.03.2006. |
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| Name of Director |
Category of Directorships |
Remuneration paid / payable
from 1.04.2005 to 31.03.2006 |
| Sitting Fee |
Salary & Perks |
Total |
| Dr. Rikhab C. Jain |
Chairman & Managing Director |
-- |
3840000 |
3840000 |
| Shri V.R Mehta |
Non-Executive |
25000 |
-- |
25000 |
| Shri Navratan Dugar |
Non-Executive |
5000 |
-- |
5000 |
| Shri Sanjay Kumar Jain |
Jt. Managing Director |
-- |
2640000 |
2640000 |
| Smt. Joyti Jain |
Executive Director |
-- |
2640000 |
2640000 |
| Dr. (Prof) V.K Kothari |
Non-Executive |
35000 |
-- |
35000 |
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5. SHAREHOLDER'S / INVESTER'S GRIEVANCE COMMITTEE : |
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The Board Constituted a Shareholder's Investor's Grievance Committee in April 2001. The Committee consists of three Directors. Dr. V.K. Kothari, Director heads this Committee. The Committee meets at frequent intervals to consider, interalia, share transfer, shareholder's complaints etc. Shri Sunil Mahnot, Vice President(Finance) & Company Secretary is the compliance officer. |
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6. GENERAL BODY MEETINGS : |
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Location and time where last three Annual General Meetings were held are given below : |
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| FINANCIAL YEAR |
DATE |
TIME |
VENUE |
2002 - 2003 |
29.09.2003 |
11 A.M. |
FICCI Auditorium, Tansen Marg, New Delhi |
2003 - 2004 |
30.09.2004 |
11 A.M. |
FICCI Auditorium, Tansen Marg, New Delhi |
2004 - 2005 |
30.09.2005 |
11 A.M. |
FICCI Auditorium, Tansen Marg, New Delhi |
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7. DISCLOSURES : |
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There are no material significant related party transactions which may have potential conflict with the interest of the company at large. However, attention is drawn to point No.13 of Schedule 14B to accounts. |
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8. MEANS OF COMMUNICATION : |
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The quarterly, half yearly and full year results are published in national newspapers and the company is also providing regular information to the Stock Exchanges as per the requirements of the Listing Agreements. SEBI / Stock Exchanges has never imposed any penalty on the company for violation of any law / agreement. |
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