| 1. |
Company's Phoilosophy on Code of Corporate
Governance : |
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Corporate Governance represents
the value, ethical and moral framework under
which business decisions are taken. The
investors want to be sure that not only
is their capital handled effectively and
adds to the creation of wealth, but the
business decisions are also taken in a manner
which is not illegal or involving moral
hazard.
Your company perceives
good corporate governance practices as a
key driver of sustainable corporate growth
and long term shareholder value creation.
The primary objective is to develop and
adhere to a corporate culture of harmonious
and transparent functioning, increasing
employee and customer satisfaction and enhancing
shareholders' wealth by developing capabilities
and identifying opportunities that best
serve the goal of value creation. All actions
and strategic plans are directed towards
delivering value to all stakeholders, as
well as confirm to the highest standards
of corporate behaviour.
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| 2.
|
Board
of Directors ("Board") |
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2.1
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The Board, as on date
of signing of the Director's Report,
comprises of seven Directors. The Chairman
of the Board is an Executive Director.
The Directors are eminently qualified
and experienced professionals in business,
finance and corporate management.
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2.2 |
Constitution
of the Board : |
| |
| |
|
| S No. |
Name of
Director |
Status |
| 1. |
Sh. Rajiv Gupta |
Chairman & Managing
Director - Executive Director- CEO |
| 2. |
Mrs. Arti Gupta |
Joint Managing Director |
| 3. |
Sh. Arun Mitter |
Wholetime Director - Executive
Director |
| 4. |
Sh. Bharat Kumar |
Non Executive Independent
Director |
| 5. |
Sh. Sharad Agarwal |
Non Executive Independent
Director |
| 6. |
Sh. O. N. Aggarwal |
Non Executive Independent
Director |
| 7. |
Sh. Abhiram Seth |
Non Executive Independent
Director |
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| |
|
*
Appointed as Joint Managing Director on 05-06-2008 |
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2.3 |
Board
Meetings : |
| |
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The meetings of the Board
of Directors are informed well in advance
and are held at the Registered Office i.e.
MGF House, 4/17-B, Asaf Ali Road, New Delhi.
The notice confirming the minutes of the
previous meeting and the detailed agenda
for the ensuring meeting is sent invariably
at least seven days in advance to all the
Directors. In terms of the company's Corporate
Governance policy, all significant and material
information are placed before the Board
to enable it to discharge its responsibilities.
As per the directions of the Chairman, the
Company Secretary who is the Compliance
Officer also, convenes the meetings. Departmental
Heads of the Company, in case they are required,
are invited to attend the Board Meetings,
to make presentations and provide clarifications.
The Board meets at least once a quarter
to review the quartely performance and financial
results of the Company.
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| |
|
2.3(a)
|
Number
of Board Meetings : |
| |
|
|
During
the year from 1st April, 2007 to 31st March,
2008, the Board of Directors met fourteen times
on the following dates: |
| |
|
|
| S.No |
Date of
Meeting |
Board Strength
|
No. Of Directors
Present
|
| 1. |
12th April, 2007 |
7
|
7
|
| 2. |
11th June, 2007 |
7
|
5
|
| 3. |
22nd June,2007 |
7
|
7
|
| 4.. |
16th July, 2007 |
7
|
3
|
| 5. |
31st July, 2007 |
7
|
7
|
| 6. |
1st Sepetember, 2007 |
7
|
7
|
| 7. |
31st, October, 2007 |
7
|
7
|
| 8. |
16th November, 2007 |
7
|
7
|
| 9. |
30th November, 2007 |
7
|
7
|
| 10. |
1st December, 2007 |
7
|
7
|
| 11. |
16th January, 2008 |
7
|
7
|
| 12. |
31st January, 2008 |
7
|
7
|
| 13. |
27th February, 2008 |
7
|
7
|
| 14. |
18th March, 2008 |
7
|
7
|
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2.3(b)
|
Attendance
of Directors : |
| |
|
|
|
S.
No
|
Name
of the Director
|
No.of
Board Meet- ings held
|
No.
of Board Meet-ings Atten-ded
|
Attenda-nce
at the last Annual General Meeting
|
No.of
Director- ships in other Boards as on
31st March, 2008
|
No.
of Member-ships in all Committ- ees
of the Board as on 31st March, 2008
|
| 1. |
Sh. Rajiv Gupta |
14
|
14
|
Present
|
14
|
8
|
| 2. |
Mrs.
Arti Gupta |
14
|
14
|
N.A*
|
2
|
2
|
| 3. |
Sh.
Arun Mitter |
14
|
13
|
Present
|
28
|
6
|
| 4. |
Sh.Bharat Kumar |
14
|
13
|
Present
|
1
|
3
|
| 8. |
Sh.
Sharad Aggarwal |
14
|
13
|
N.A.*
|
10
|
4
|
| 9. |
Sh.
O.N. Aggarwal |
14
|
13
|
N.A.*
|
5
|
-
|
| 10. |
Sh. Abhiram Seth |
14
|
12
|
N.A.*
|
4
|
3
|
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*
N.A
Not attended |
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In accordance with Clause
49 of the Listing Agreement with the Stock
Exchanges, Membership/Chairmanship of only
the Audit Committee/Shareholders Grievance
Committee and the Remuneration Committee
of all the listed Public Limited companies
has been considered.
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2.3(c)
|
Remuneration
to Directors : |
| |
|
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Sitting
fees was paid to Non-Executive Directors only
for attending Board Meetings and no meeting
fee was paid for attending Committee Meetings
of the Company. |
