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I. Mr. Naresh Oberoi Mr. Naresh Oberoi, aged 69 years, is a first generation entrepreneur. He has around 44 years of experience in power generating set industry. He is presently the Chairman and Managing Director of Powerica Limited, a well established name in the power generating set industry and also in the windmill business. Mr. Naresh Oberoi is also a director on the boards of MAN Diesel Power India Private Limited, deGustibus Hospitality Private Limited and L.N. Health Care Private Limited. Mr. Naresh Oberoi is a member of Audit Committee of the Company. Mr. Naresh Oberoi does not hold any shares of the Company. II. Mr. Vyomesh Shah Mr. Vyomesh Shah, aged 51 years holds a degree in Commerce from Mumbai University and is a Chartered Accountant having over 22 years of experience in the field of construction, finance and property development. He is the President of the Slum Redevelopers Association, Vice President of the Maharashtra Chamber of Housing Industry (MCHI), a member of the Managing Committee of Builders Association of India (BAI) and also Honorary Secretary of CREDAI. At present, Mr. Vyomesh Shah is Managing Director of Ackruti City Limited and also Director on the Boards of DLF Akruti Info Parks (Pune) Limited, Joyous Housing Limited, Chaitra Realty Limited, City Corporation Limited, ABP Advisors Private Limited, Rare Townships Private Limited, Dharni Properties Private Limited and Vega Developers Private Limited. Mr. Vyomesh Shah is the Chairman of Audit Committee of the Company. Mr. Vyomesh Shah is a member of the Audit Committee of Ackruti City Limited. Mr. Vyomesh Shah holds 1600 shares of the Company in his name as on 31 st March, 2011. III. Mr. Gurdeep Singh Mr. Gurdeep Singh, aged 66 years, is a B. Tech in Chemical Engineering from IIT - Delhi. He has attended the Advanced Management Programme from Harvard Business School. Mr. Gurdeep Singh was associated with Hindustan Lever Limited EVEREST KANTO CYLINDER LIMITED (HLL) from 1966 till October 2003 when he retired as Director - Human Resources, Corporate Affairs and Technology. Since then and uptil March 2006 he worked on retainer basis with HLL as Senior Vice President - Corporate Affairs. At present, Mr. Gurdeep Singh is a Director on the Boards of Blue Star Limited, Halonix Limited, Gabriel India Limited, Gateway Rail Freight Limited, Klockner Pentaplast India Private Limited, Tecnova India Private Limited and Renuka do Brasil S A. He is also a member of the Shareholders / Investors Grievances Committee of Blue Star Limited and Audit Committee of Halonix Limited. Mr. Gurdeep Singh does not hold any shares of the Company in his name as on 31 st March, 2011. 3. BOARD COMMITTEES The Board is responsible for formation / reconstitution of the committees and assigning, co-opting and fixing of terms of service for the members of the committee. The Chairman of the Board, in consultation with the company secretary and the committee chairman, determines the frequency of the committee meetings. Recommendations of the committee are submitted to the full Board for approval. Powers of the Committees 1. To investigate any activity within its terms of reference. 2. To seek information from any employee. 3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise, if it considers necessary. Currently, the Board has six committees, viz., A. Audit Committee. B. Shareholders’ / Investors’ Grievances Redressal and Share Transfer Committee. C. Remuneration Committee. D. Allotment Committee. E. Management Committee. F. Investment Committee. The Investment Committee has a sub committee viz., Investment Sub Committee Report on Corporate Governance Annual Report 2010-11 14
EVEREST KANTO CYLINDER LIMITED A. AUDIT COMMITTEE (a) Terms of reference The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee’s purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company’s financial statements, the appointment, independence and performance of the statutory auditors, the performance of internal auditors and the Company’s risk management policies. In addition to all the matters provided in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, the Committee reviews reports of the Internal Auditors and Statutory Auditors and discusses their findings, suggestions, internal control systems, scope of audit, observations of the auditors and also reviews accounting policies followed by the Company. (b) Meetings of the Audit Committee Four meetings of the Audit Committee were held during the year ended 31st March, 2011. The dates on which the meetings were held are 26th May, 2010, 27th July, 2010, 27th October, 2010 and 31st January, 2011. The gap between two Audit Committee Meetings was not more than four months. The Statutory Auditors, Internal Auditors and executives of Accounts & Finance Department are invited to attend all the meetings of the Committee. (c) Composition of the Committee and attendance of each Member at the Audit Committee meetings held during the year The Audit Committee comprises of three Independent Non - Executive Directors and one Promoter Executive Director. The Composition of the Audit Committee is as under: Name of the Member Mr.Vyomesh Shah Mr. Krishen Dev Mr. Naresh Oberoi Mr. Puneet Khurana Designation Chairman Member Member Member Nature of Directorship Independent & Non – Executive Independent & Non – Executive Independent & Non – Executive Promoter & Executive No. of Committee Meetings held during the year 4 4 4 4 No. of Meetings attended 3 3 4 3 All the members of the Committee have good knowledge of finance, accounts and company law. The Chairman of the committee, Mr. Vyomesh Shah is a Chartered Accountant and has extensive accounting and related financial management expertise. The composition of the Audit Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Ms. Chanda Makhija Thadani, Company Secretary of the Company is the Secretary to the Audit Committee. B. SHAREHOLDERS’ / INVESTORS’ GRIEVANCES REDRESSAL AND SHARE TRANSFER COMMITTEE (a) Terms of reference The terms of reference of the Shareholders’ / Investors’ Grievances Redressal and Share Transfer Committee inter-alia includes: i) To approve Transfer / Transmission / Dematerialisation / Rematerialisation of Equity Shares of the Company. ii) To approve issue of Duplicate/ Consolidated / Split Share Certificate(s). iii) To carry out such functions for redressal of shareholders’ and investors’ complaints, including but not limited to, matters relating to transfer of shares, non-receipt of balance sheet, non-receipt of dividend and any other grievance that a shareholder or investor of the Company may have against the Company. iv) To oversee the performance of the Registrar and Transfer Agents of the Company and recommend measures for overall improvement in the quality of investor services. v) To do all other acts, deeds and things or otherwise deal with all matters in relation to the Shareholders and Investors Grievances. (b) Meetings of the Shareholders’ / Investors’ Grievances Redressal and Share Transfer Committee Two meetings of the Shareholders’ / Investors’ Grievances Redressal and Share Transfer Committee were held during the year ended 31st March, 2011. The dates on which the meetings were held are 27tht July, 2010 and 31st January, 2011. Annual Report 2010-11 Report on Corporate Governance 15
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