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Corporate Identity Serving Diverse Industries Purpose and Values Overview by the Chairman Operational Highlights Financial Analysis Research and Technology
Safety, HealthandEnvironment Serving the Society Directors’ Report Management Discussion andAnalysis
Report on Corporate Governance
Financial Statements
1. Philosophy
Transparency and accountability are the two basic
tenets of Corporate Governance. The Company
is proud to belong to a Group whose founder
lived his life with eternal values and built the
business enterprises on the foundation of good
governance.
The Company is committed to conducting business
the right way which means taking decisions and
acting in a way that is ethical and is in compliance
with the applicable legal requirements. It will
endeavour to continuously improve its Corporate
Governance performance with an overall view to
earn trust and respect of all its stakeholders.
The Board of Directors of the Company is
responsible for and is committed to good
Corporate Governance and plays a critical role in
overseeing how the Management serves the short
and long term interests of the shareholders and
other stakeholders.
2. Board of Directors
2.1. Board Business
The normal business of the Board comprises:
2.1.01.Approving capital expenditure and operating
budgets
2.1.02.Approving the unaudited quarterly and 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
2.1.03.Recommending | approving declaration of
dividend
2.1.04.Noting minutes of the meetings of the Board
of Directors, Audit, Shareholders’ and Investors’
Grievance Committees or any other Committee
meetings held during the year and also the
resolution passed by circulation
2.1.05.Approving Cost audit reports
2.1.06.Approving proposals for joint ventures,
collaborations, mergers and acquisitions
2.1.07. Approving loans or investment
2.1.08.Recommending appointment of statutory Auditors
and cost Auditors
2.1.09.Reviewing materially important show cause,
demand, prosecution and penalty notices
2.1.10.Reviewing fatal or serious accidents, dangerous
occurrences, any material effluent or pollution
problems
2.1.11.Reviewing default in payment of statutory dues
2.1.12.Reviewing foreign exchange exposure and
exchange rate movement, if material
2.1.13.Approving contracts in which Director(s) are
deemed to be interested
2.1.14.Approving matters requiring statutory | Board
consent
2.1.15.Reviewing status on compliance of regulatory |
statutory and listing requirements
2.1.16.Approving commission payable to the Directors
within limit set by shareholders
2.1.17.Noting general notices of interest of the Directors
2.1.18.Approving sale of investments and assets
2.1.19.Approving borrowings in nature of short term,
medium term or long term
2.1.20.Approving creation of charge on assets of the
Company in favour of lenders
2.2. Appointment and Tenure
2/3rd of the Directors are rotational Directors.
1/3rd of rotational Directors retire in every Annual
General Meeting (AGM) and if eligible offer
themselves for reappointment. The Chairman and
Managing Director, the Managing Director and
the Whole time Director are appointed by the
Members for a period of five years.
2.3. Composition, Name, Other Directorships |
Committee Memberships
The Board comprises experts drawn from diverse
fields| professions. It consists of ten Members
(including one Alternate Director), comprising