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| Annual Report 2008-09
33
The agenda papers along with notes on
agenda containing all necessary
information were made available to the
Board of Directors well in advance,
enabling it to discharge its responsibilities
effectively and take informed decisions.
When it was not practicable to attach or
send the relevant information as a part of
the agenda papers, the same was tabled
at the meeting or |and presentations
were made by the concerned managers
to the Board. Considerable time was
spent by the Directors on discussions and
deliberations at the Board meetings and
their active participation was borne by
the number of meetings held during the
year and attended by the Directors. The
information, as required under Annexure
I to the Clause 49 of the Listing
Agreement, was also made available to
the Board of Directors, whenever
applicable, for discussion and
consideration.
2.3 Agenda and Reports of the
Board of Directors meeting, inter-
alia, include following
Capital expenditure and operating
budgets
The unaudited quarterly, half-yearly
financial results and the audited annual
accounts of the Company, both
consolidated and on a standalone basis
including segment-wise revenues, results
and capital employed
Declaration of dividend
Minutes of the meetings of the Board
of Directors, Audit Members and
Investor’s Grievance Committees or any
other Committee meetings held during
the year and also the resolution passed
by circulation
Cost audit reports
Proposal for joint venture,
collaboration, merger & acquisition,
if any
Making of loans or investment, if any
Appointment of statutory Auditors,
cost Auditors
Materially important show cause,
demand, prosecution and penalty notices
Fatal or serious accidents, dangerous
occurrences, any material effluent or
pollution problems
Default in payment of statutory dues, if
any
Reviewing foreign exchange exposure
and exchange rate movement, if material
Contracts in which Director(s) are
deemed to be interested
Matters requiring statutory|Board
approval
Status on compliance of
regulatory|statutory and listing
requirements
Commission payable to the Directors
General notices of interest of the
Directors
Sale of investments and assets, if any
Borrowings in nature of short term,
medium term or long term
Creation of charge on assets of the
Company in favour of lenders
2.4 Directors appointed|ceased
during the year
(a) Appointed during the year: Mr B N
Mohanan as an Additional Director of the
Company with effect from January 01,
2009
(b) Resigned during the year: Mr J L
Shah, Executive Director, resigned with
effect from December 31, 2008
(c) Ceased during the year: Nil
2.5 Review of compliance reports
by the Board of Directors
Compliance certificates confirming the
due compliance with the statutory
requirements are placed at the Board
Meeting for review by the Directors. A
system of ensuring material compliance
with the laws, orders, regulations and
other legal requirements concerning the
business and affairs of the Company is in
place. Instances of non-compliance, if
any, are also separately reported to the
Board and subsequently rectified.
2.6 Code of Conduct
At the Board Meeting, held on March 18,
2005, the Board of Directors approved
the Code of Conduct applicable to the
Directors and the senior management
personnel. This Code of Conduct is
available at the website of the Company
at:
All the Board Members and senior
management personnel affirmed their
compliance with the Code of Conduct. A
declaration to this effect signed by the
Chairman and Managing Director of the
Company forms a part of this Report.
2.7 Subsidiary company
As on March 31, 2009, the Company had
one wholly-owned non-material Indian
unlisted subsidiary company, namely