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EXCEL CROP CARE LIMITED C O N T E N T S - BSE

EXCEL CROP CARE LIMITED C O N T E N T S - BSE

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CORPORATE GOVERNANCE REPORT<br />

<strong>EXCEL</strong> <strong>CROP</strong> <strong>CARE</strong> <strong>LIMITED</strong><br />

1. Company’s Philosophy on the Code of Corporate Governance<br />

Corporate Governance primarily involves transparency, full disclosure, independent monitoring of the state of affairs and<br />

being fair to all stakeholders. The Corporate Governance Code has also been incorporated in Clause 49 of the Listing<br />

Agreements with the Stock Exchanges.<br />

The Company endeavours not only to meet the statutory requirements in this regard but also to go well beyond them by<br />

instituting such systems and procedures as are in accordance with the latest global trends of making management completely<br />

transparent and institutionally sound.<br />

Your Company has always believed in the concept of good Corporate Governance involving transparency, empowerment,<br />

accountability and integrity with a view to enhance stakeholder value. The Company has professionals on its Board of<br />

Directors who are actively involved in the deliberations of the Board on all important policy matters.<br />

2. Board of Directors<br />

The Board of Directors comprises one Managing Director, one Executive Director and ten Non-Executive Directors. The<br />

Company does not have any Nominee Director appointed by the Financial Institutions.<br />

The Company has obtained the requisite disclosures from the Directors in respect of their directorship in other companies<br />

and membership/chairmanship in committees of other companies. The particulars of composition of the Board of Directors<br />

and their attendance at the Board Meetings during the year and at the last Annual General Meeting as also the number of<br />

directorships/memberships of committees of other companies are as under:<br />

NAME CATEGORY NO. OF BOARD<br />

MEETINGS<br />

ATTENDED<br />

DURING<br />

2010-11<br />

Mr. A. C. Shroff Promoter-<br />

Chairman<br />

Non Executive<br />

Mr. Dipesh K. Shroff Promoter-<br />

Managing Director Executive<br />

Mr. Prakash K. Shroff Non-Independent-<br />

Executive Director Executive<br />

Mr. J. R. Naik Non-Independent-<br />

Non-Executive<br />

Dr. Mukul G. Asher Independent-<br />

Non-Executive<br />

Mr. Sandeep Junnarkar Independent-<br />

Non-Executive<br />

Mr. B. V. Bhargava Independent-<br />

Non-Executive<br />

Mr. Kevin Martin Non Independent-<br />

Non-Executive<br />

Mr. Sharad L. Patel Independent-<br />

Non-Executive<br />

18<br />

ATTENDANCE<br />

AT LAST AGM<br />

NO. OF OTHER<br />

DIRECTORSHIPS<br />

IN COMPANIES<br />

INCORPORATED<br />

IN INDIA<br />

8 Yes 11 1<br />

8 Yes 16 2<br />

8 Yes 4 2<br />

8 Yes 12 1<br />

6 No – –<br />

5 Yes 11 11<br />

7 Yes 9 9<br />

1 No – –<br />

8 Yes 5 –<br />

NO. OF OTHER<br />

BOARD<br />

COMMITTEE<br />

OF WHICH HE<br />

IS MEMBER/<br />

CHAIRMAN

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