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III.
Corporate Governance Report For The Year Ended 31st March
2002.
1. Company's Philosophy on Code of Corporate Governance.
The Company aims
at enhancing the long term Shareholder value at the same
time protecting the interest of Shareholders. The Company
is very conscious of its responsibility as a good
Corporate Citizen. Good Corporate Governance is the
adoption of best business practices which ensure that the
Company operates not only within the regulatory framework,
but is also guided by ethics. The adoption of such
corporate practices ensures fairness, courtesy, and
dignity in all transactions with customers, investors,
employees, competitors, government and the general public
at large. The Company firmly believes in practicing good
Corporate Governance in true spirit and endeavour to
improve on these aspects on ongoing basis.
2. Board of Directors
(I) Composition of Board of Directors
Executive directors 3
Non executive independent directors
3
All the Directors are liable to
retire by rotation as per the provision of the Companies
Act, 1956.
There are no pecuniary relationship or transactions of the
Non-Executive Directors vis-à-vis the Company.
The composition of the Board of Directors and their
attendance at the Board Meetings held during the year
ended 31st March 2002 and at the last Annual General
Meeting as also the number of other directorship and
membership / chairmanship of the committees are as
follows:
|
Director
|
Category
of director-ship
|
Attendance
Particulars
|
No. of Other
Directorships
and Committee member/chairmanship
|
|
Total
8
Board meetings held
|
Last
AGM
|
Other
Directorships
(Excl. Pvt. Co.)
|
Committee
Member-ships1
|
Committee
Chairmanships
|
| Mr.
Rajkumar Sekhani |
ED
|
7
|
Yes
|
5
|
2
|
2
|
| Mr.
Manak Chand Baid |
ED
|
8
|
Yes
|
3
|
2
|
1
|
| Mr.
Vijay Singh Baid |
ED
|
7
|
Yes
|
3
|
2
|
Nil
|
| Mr.
Hemant Kr. Sethia |
NED
|
6
|
Yes
|
Nil
|
2
|
1
|
| Mr.
T.A.N. Devalkar * |
NED
|
3
|
Yes
|
2
|
2
|
Nil
|
| Mr.
Mahesh Singhi |
NED
|
2
|
Yes
|
Nil
|
3
|
Nil
|
| Mr.Surendra
Kr. Dugar |
NED
|
Nil
|
No
|
Nil
|
2
|
Nil
|
|
*
Nominated by SICOM
Limited. Nomination withdrawn by SICOM Limited
w.e.f. 20.02.2002. ED = Executive director NED =
Non-Executive Director
|
|
Board Meetings
Held On
|
|
25th Apr 2001
|
22nd Jun 2001
|
28th July 2001
|
31st Oct 2001
|
24th Dec 2001
|
30th Jan 2002
|
6th Mar 2002
|
9th Mar 2002
|
3.
Audit Committee
(i) Terms of Reference:
The role and terms of
reference of the Audit Committee covers areas mentioned
under Clause 49
of the Listing Agreement and that contained in the
provisions of Section
292A of the
Companies Act, 1956, besides other terms as referred by
the Board of Directors.
(ii)
Composition:
The
Committee comprises of three Independent Non-Executive
Directors. The
Audit
Committee was formed by the Board of Directors of the
Company on
22.06.2001
and therefore only one meeting of the Audit Committee
could be held
during the year ended 31st March 2002. Attendance of the
Members at the
meeting
was as follows:
|
Name of the
Member
|
Status
|
Present
|
| Mr. Hemant Kumar
Sethia |
Chairman |
Yes |
| Mr. Mahesh Singhi |
Member |
No |
| Mr. T. A. N.
Devalkar * |
Member |
Yes |
| Mr. Surendra Kumar
Dugar |
Member |
No |
|
|
* Nominated
by SICOM Limited. Nomination withdrawn by SICOM
Limited w.e.f. 20.02.2002. |
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