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Alternate Directorships) and Board Committee Representations of Public Limited<br />
Companies are as under:<br />
Name of the Particulars Attendance Other Board<br />
Director Board Last Representations<br />
Meetings AGM Directorships Committees<br />
Mr KK Nohria Non-Executive; 5 ✓ 18 3<br />
Chairman<br />
Independent<br />
Mr G Thapar Indian Promoter Nominee; 5 ✓ 10 6<br />
Vice Chairman<br />
Non-Executive<br />
Mr SM Trehan Executive 5 ✓ 6 1<br />
Managing Director<br />
Mr S Bisht Institutional Nominee; 5 ✕ 2 3<br />
Non-Executive; Independent<br />
Dr O Goswami Non-Executive; 1 NA 4 5<br />
(From 27.01.<strong>2004</strong>) Independent<br />
Mr P C Gupta Institutional Nominee; 4 ✓ NA NA<br />
(Upto 27.12.<strong>2003</strong>) Non-Executive; Independent<br />
Mr S Labroo Non-Executive; 1 NA 13 1<br />
(From 28.10.<strong>2003</strong>) Independent<br />
Mr J Shaw Foreign Promoter Nominee; - NA NA NA<br />
(Upto 22.05.<strong>2003</strong>) Non-Executive<br />
Mr K Thapar Indian Promoter Nominee; 5 ✓ 11 5<br />
Non-Executive<br />
3. Audit Committee<br />
The Audit Committee <strong>com</strong>prises four Independent Non-Executive Directors. After<br />
withdrawal of Mr PC Gupta’s nomination by the Life Insurance Corporation of<br />
India with effect from 27th December, <strong>2003</strong>, Mr S Labroo and Dr O Goswami<br />
were appointed as Members of the Audit Committee at the Board Meeting held<br />
on 27th January, <strong>2004</strong>. Presently, the Committee <strong>com</strong>prises Mr KK Nohria<br />
(Chairman), Mr S Bisht, Dr O Goswami and Mr S Labroo. The Chief Financial<br />
Officer, the Chief of Internal Audit and a representative of the Statutory Auditors<br />
attend the meetings of the Audit Committee. The Company Secretary is Secretary<br />
to the Committee.<br />
During the year, besides the regular review of the financial reporting processes,<br />
financial statements and internal control systems of the Company, the Audit<br />
Committee focussed on the effective implementation of the rating system for the<br />
Company’s Divisions, devised last year and issues arising therefrom. Other areas<br />
for attention were materials consumption analysis, evaluation of the benefits<br />
from e-sourcing, creditors analysis and review of risk exposure in various business<br />
areas. The Committee held regular interactions with external Auditors to benefit<br />
from their professional views on the Company’s Accounts.<br />
During the financial year <strong>2003</strong>-04, four Audit Committee Meetings were held on<br />
22nd May, <strong>2003</strong>, 22nd July, <strong>2003</strong>, 28th October, <strong>2003</strong> and 27th January <strong>2004</strong>.<br />
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