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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. Two 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, 2009 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
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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