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BOARD OF
DIRECTORS
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The Board of Directors consists of 11 members.
Three of the directors, i.e. the Chairman & Managing Director
and two Executive Directors, are executive directors and rest
of the 8 directors are non-executive directors, who bring
a wide range of skills and experience to the Board. 7 non-executive
directors are independent directors.
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TENURE
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As per the provisions of The Companies Act,
1956, two third of the Board of Directors (excluding the Chairman
& Managing Director, the Executive Director and the Institutional
Nominee Directors) should be retiring by rotation. Three of
these Directors are required to retire every year, and if
eligible, these directors qualify for re-appointment.
The executive directors are appointed by the shareholders
for a maximum period of five years but are eligible for re-appointment
on completion of their term. The tenure of the Chairman &
Managing Director is upto March 31, 2012 and the Executive
Director's tenure is upto December 31, 2011.
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BOARD MEETINGS
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The meetings of the Board of Directors are
held in Mumbai. The Board meets atleast once in a quarter
to review the quarterly performance and the financial results.
The agenda of the meetings is prepared by the Company Secretary
in consultation with the Chairman and the board papers are
circulated to the directors in advance. The members of the
board have access to all information on the company. Senior
Managers are invited to attend the board meetings and provide
clarifications as and when required.
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BOARD COMMITTEES:
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To enable better and more focused attention
on the affairs of the company, the board delegates particular
matters to committees of the board set up for the purpose.
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AUDIT COMMITTEE
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The members of the Audit Committee are Mr.
K.R.V. Subrahmanian, Mr. Shyam B. Ghia, Mr. P. N. Kapadia,
Mr.Shobhan M. Thakore and Mr. Kirat Patel. The terms of reference
to the Audit Committee include overview of audit procedures
and techniques, reviewing financial reporting systems, internal
control systems and procedures and ensuring compliance with
the regulatory guidelines. Meetings of the Audit Committee
are scheduled well in advance. The Committee reviews the reports
of the internal auditors and statutory auditors alongwith
the comments and action taken reports of the management.
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SHARE TRANSFER
/ INVESTOR GRIEVANCE COMMITTEE
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The members of this Committee are Mr. Shobhan
M. Thakore-Chairman, Mr. Yogesh M. Kothari and Mr. Shyam B.
Ghia. The Committee ensures that the share transfer applications
received from shareholders are processed quickly and also
ensures grievances of investors, if any, are attended to promptly.
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Remuneration
Committee
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The Company has set up a Remuneration Committee
of Directors, consisting of Mr. S.B. Ghia, Chairman, Mr. S.M.
Thakore and Mr. Dilip Piramal. The terms of reference of the
Remuneration Committee include review and recommenderation
to the board of directors of the remuneration paid to the
directors.
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