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| Annual Report 2008-09
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1) A brief statement on
philosophy of the Company
on Code of Governance
The Company firmly believes that only
good Corporate Governance will
generate value on a sustained basis to all
its stakeholders. Corporate Governance
primarily concerns transparency, full
disclosure
of
material
facts,
independence of the Board and fair play
with all stakeholders. The Company
endeavours to constantly comply with
and continuously improve on these
aspects with an overall view to earn trust
and respect of all its stakeholders.
2) Board of Directors
Composition and category of
Directors
The Board comprises experts drawn from
diverse fields|professions. It consists of
10 Members (including one Alternate
Director), comprising seven Non-
Executive Directors, two Promoter
Directors and one Wholetime Director. As
against minimum requirement of 50% of
the Independent Directors as per the
Listing Agreement, Independent Directors
account for 70% of the Board’s strength.
The Non-Executive Directors are eminent
professionals, drawn from amongst
persons with experience in business,
industry, finance, law and public
enterprises.
2.1 Attendance of Directors at Board meetings and last Annual General Meeting; number of other
Directorships; Chairmanships|Memberships of committee of each Director
Report on Corporate Governance
Number Name of Director
Board meetings held
Annual General
Number of
Number of
and designation
during 2008-2009
Meeting on
other
Member-ships|
August 25, 2008 director-ships
Chairman-ships
held in India (*)
on the Committee(s)
of the Board (**)
Total
Attended
01
Mr S S Lalbhai
(Chairman and
7
7
Present
3
3|0
Managing Director)
02
Mr N N Wadia
(Director), up to
7
0
–
7
0|0
May 31, 2009
03
Mr G S Patel
7
7
Present
–
1|1
(Director)
04
Dr S S Baijal
7
6
–
5
3|3
(Director)
05
Mr B S Mehta
7
7
–
14
5|5
(Director)
06
Mr H S Shah
7
5
Present
9
2|3
(Director)
07
Mr S M Datta
7
6
–
14
4|2
(Director)