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(ii) The meetings are usually held at the Company’s
Registered Office at 204, Raheja Centre, Free Press
Journal Marg, 214, Nariman Point, Mumbai - 400 021.
(iii) All divisions/departments of the Company are advised
to schedule their work plans well in advance,
particularly with regard to matters requiring discussion /
approval / decision at the Board / Committee meetings.
All such matters are communicated to the Company
Secretary in advance so that the same can be included
in the Agenda for the Board / Committee meetings.
(iv) The Chairman of the Board and the Company
Secretary in consultation with other concerned
members of the senior management, finalise the
agenda for the Board meetings. Every Board member
can suggest additional items for inclusion in the
agenda.
(v) The Board is given presentations covering Finance,
Sales, Marketing, major business segments and
operations of the Company, global business
environment, all business areas of the Company
including business opportunities, business strategy
and the risk management practices before taking on
record the quarterly / annual financial results of the
Company. All necessary information which includes
but not limited to the items mentioned in Annexure I A
to Clause 49 are placed before the Board of Directors.
The Members of the Board are free to bring up any
matter for discussions at the Board Meetings and the
functioning is democratic.
(vi) To enable the Board to discharge its responsibilities
effectively, the members of the Board are briefed at
every Board Meeting on the overall performance of the
Company. Senior management is invited to attend the
Board Meetings as and when required so as to provide
additional inputs to the items being discussed by the
Board.
(vii) The minutes of the Board Meetings of unlisted
subsidiary companies are tabled at the Board Meetings.
The Board periodically reviews the statement of
significant transactions and arrangements entered into
by the unlisted subsidiary companies.
Board Material distributed in advance
Agenda and Notes on Agenda are circulated to the Directors,
in advance, in the defined Agenda format. All material
information is incorporated in the Agenda for facilitating
meaningful and focused discussions at the meeting. Where
it is not practicable to attach any document to the Agenda,
EVEREST KANTO CYLINDER LIMITED
the same is tabled before the meeting with specific reference
to this effect in the Agenda. Additional or supplementary
item(s) on the Agenda are taken up for discussion / decision
with the permission of the Chairman.
Recording Minutes of proceedings at Board and
Committee meetings
The Company Secretary records the minutes of the
proceedings of each Board and Committee meeting. The
minutes of each Board/Committee Meetings are circulated
in draft to all Directors for their confirmation before being
recorded in the minutes book. The minutes are entered in
the Minutes Book within 30 days from conclusion of the
meeting.
Compliance
The Company Secretary while preparing the Agenda, Notes
on Agenda, Minutes, etc. of the meeting(s), is responsible
for and is required to ensure adherence to all the applicable
laws and regulations including the Companies Act, 1956
read with the Rules issued thereunder.
Periodic review of compliances of all applicable laws
Your Company has identified all the acts, rules and
regulations applicable to your Company and compliance
with such acts, rules and regulations is monitored on a
regular basis. Your Company obtains report on compliance
from all the heads of departments and business on a
periodical basis, which is monitored through internal audit.
A consolidated compliance certificate along with the
compliance in respect of various laws, rules and regulations
applicable to your Company is placed before the Board on
quarterly basis and reviewed by the Board.
C. Number of Board Meetings held, the dates on which held
and Attendance:
Six Board meetings were held during the year, as against
the minimum requirement of four meetings. The Company
has held at least one Board meeting in every quarter and
the maximum time gap between any two meetings was not
more than four months. All the meetings were well attended.
The details of the Board Meetings are as under:
Sr. No. Date of Board No. of Directors
Board Meeting strength present
1 19th May, 2010 11 9
2 26th May, 2010 11 8
3 19th June, 2010 11 5
4 27th July, 2010 11 9
5 27th October, 2010 11 8
6 31st January, 2011 11 7
Report on Corporate Governance Annual Report 2010-11
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