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(b) Meetings of Management Committee<br />

During the year under review, two meetings of the Committee<br />

were held on 14th April, 2010 & 23rd November, 2010.<br />

(c) Composition of the Management Committee and<br />

Attendance of each Member at the Management<br />

Committee meetings held during the year<br />

The Management Committee comprises of the 3 executive<br />

directors of the Company viz., Mr. P.K. Khurana, Mr. Puneet<br />

Khurana and Mr. P.M. Samvatsar. Mr. P.K. Khurana is the Chairman<br />

of the Committee. Both the meetings of the management<br />

committee held during the year were attended by all the 3<br />

members.<br />

F. INVESTMENT COMMITTEE<br />

(a) Terms of Reference<br />

The Investment Committee has been authorized to invest and<br />

disinvest the investible surplus funds of the Company and thereby<br />

maximize the returns with minimum risks. The Committee has put<br />

in place operating guidelines which facilitate efficient<br />

management of EKC’s investible surplus.<br />

(b) Composition of the Committee<br />

Name<br />

Designation in<br />

Committee<br />

Nature of Directorship<br />

Mr. P.K. Khurana<br />

Mr. Puneet<br />

Khurana<br />

Mr. Shailesh<br />

Haribhakti<br />

Mr. Krishen Dev<br />

Chairman<br />

Member<br />

Member<br />

Member<br />

Promoter & Executive<br />

Promoter & Executive<br />

Independent &<br />

Non – Executive<br />

Independent &<br />

Non – Executive<br />

(c) Investment Sub Committee<br />

The Investment Committee also has a Sub Committee called as<br />

the Investment Sub Committee.<br />

The Investment Sub Committee works under the superintendence<br />

of the Investment Committee of the Board of Directors.<br />

The Investment Sub Committee comprises of the 3 executive<br />

directors of the Company viz., Mr. P.K. Khurana, Mr. Puneet<br />

Khurana and Mr. P.M. Samvatsar. Mr. P.K. Khurana is the Chairman<br />

of the Committee.<br />

All important investment decisions have to be approved in<br />

advance by any two members of the Investment Sub Committee.<br />

Such approval may be obtained either at a meeting or by passing<br />

of resolution by circulation.<br />

During the year under review, one meeting of the Investment<br />

Sub Committee was held on 19th April, 2010 which was attended<br />

by all the 3 members.<br />

2007 - 08<br />

EVEREST KANTO CYLINDER LIMITED<br />

4. GENERAL BODY MEETINGS<br />

A. Annual General Meeting<br />

Location, date and time of the Annual General Meetings held<br />

during the preceding 3 years and the Special Resolutions<br />

passed thereat are as follows:<br />

Financial<br />

Year<br />

Date<br />

and Time<br />

Venue<br />

Special<br />

Resolutions<br />

passed<br />

2009 - 10 27<br />

2008 - 09<br />

th July,<br />

2010<br />

4.00 p.m.<br />

28th 4<br />

July,<br />

2009<br />

3.30 p.m.<br />

th Floor Convention<br />

Hall, Y.B. Chavan<br />

Centre, General<br />

Jagannath Bhosle<br />

Marg, Nariman<br />

Point, Mumbai -<br />

400 021.<br />

M.C. Ghia Hall,<br />

Bhogilal<br />

Hargovindas<br />

Building, 2nd –<br />

1. Further issue<br />

of securities<br />

2. Increase in<br />

Floor, the limit of<br />

18/20, K. Dubash Foreign<br />

Marg, Mumbai - Institutional<br />

400 001.<br />

Investors<br />

Holding in<br />

the Company<br />

30 th July,<br />

2008<br />

4:00 p.m.<br />

Same as above<br />

B. Postal Ballot<br />

No special resolution was passed through Postal Ballot during<br />

2010-11.<br />

5. DISCLOSURES<br />

A. Disclosures on materially significant related party<br />

transactions that may have potential conflict with the<br />

interests of the Company at large<br />

None of the transactions with any of the related parties were in<br />

conflict with the interest of the Company. Attention of Members is<br />

drawn to the disclosures of transactions with the related parties<br />

set out in Notes on Accounts - Schedule ‘U’, forming part of the<br />

Annual Report.<br />

The Company’s major related party transactions are generally<br />

with its Subsidiaries and Associates. The related party transactions<br />

are entered into based on considerations of various business<br />

exigencies such as synergy in operations, Company’s long term<br />

strategy for optimization of market share, profitability, legal<br />

requirements, liquidity and capital resources of Subsidiaries and<br />

Associates. All related party transactions are negotiated on arms<br />

length basis and are intended to further the interests of the<br />

Company.<br />

The statement of transactions with the related parties, is duly<br />

placed before the Audit Committee on a quarterly basis.<br />

Report on Corporate Governance Annual Report 2010-11<br />

18<br />

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