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2007-2008 - Cgglobal.com

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TABLE<br />

05<br />

REMUNERATION COMMITTEE MEETING, FY <strong>2008</strong><br />

NAME STATUS MEETING ATTENDED<br />

MR SANJAY LABROO CHAIRMAN, INDEPENDENT DIRECTOR YES<br />

DR OMKAR GOSWAMI MEMBER, INDEPENDENT DIRECTOR YES<br />

MR GAUTAM THAPAR MEMBER, NON-EXECUTIVE DIRECTOR YES<br />

MR GAUTAM THAPAR<br />

Non-Executive Director<br />

During FY <strong>2008</strong>, one Remuneration<br />

Committee meeting was held on 30 January<br />

<strong>2008</strong>. The attendance record is given in Table 5.<br />

SHAREHOLDERS’/INVESTORS’<br />

GRIEVANCE COMMITTEE<br />

The Company has a Shareholders’/Investors’<br />

Grievance Committee, details of which are<br />

given under section “Shareholders” in this<br />

Report.<br />

TABLE<br />

06<br />

RISK MANAGEMENT COMMITTEE MEETINGS, FY <strong>2008</strong><br />

RISK MANAGEMENT COMMITTEE<br />

The Risk Management Committee <strong>com</strong>prises<br />

four Directors, of whom three are independent.<br />

The <strong>com</strong>position is as under:<br />

DR OMKAR GOSWAMI<br />

Chairman, Independent Director<br />

MR SCOTT BAYMAN<br />

Independent Director<br />

MR SANJAY LABROO<br />

Independent Director<br />

MR SUDHIR TREHAN<br />

Executive Director<br />

This Committee reviews the risks confronted<br />

by the Company with respect to its business<br />

areas, operations, as well as, financials and<br />

validates the adequacy of insurance and<br />

other risk mitigation measures proposed by<br />

the Company’s businesses. It ensures that the<br />

Company’s risk management mechanisms<br />

provide an evaluation of the most significant<br />

risks relative to strategy and objectives. During<br />

FY <strong>2008</strong>, a <strong>com</strong>prehensive evaluation of the risks<br />

associated with the various dimensions of the<br />

Company’s businesses – operations, financial,<br />

forex, confidentiality of data, product liability,<br />

spurious goods, as well as, legal & regulatory<br />

was undertaken to assess the adequacy<br />

of business processes, to control risks. The<br />

Committee has also approved implementation<br />

of a Global level insurance policy for uniform<br />

coverage of risks at all locations.<br />

During FY <strong>2008</strong>, three Risk Management<br />

Committee meetings were held: on 29 May<br />

<strong>2007</strong>, 29 October <strong>2007</strong> and 29 January <strong>2008</strong>. The<br />

attendance record is given in Table 6.<br />

Management<br />

MANAGEMENT DISCUSSION AND<br />

ANALYSIS REPORT<br />

This is given as a separate chapter in the Annual<br />

Report.<br />

DISCLOSURE OF MATERIAL<br />

TRANSACTIONS<br />

Considering the size and nature of operations,<br />

there were no related party transactions of a<br />

materially significant nature in terms of the<br />

Listing Agreement with Stock Exchanges that<br />

could have a potential conflict with the interests<br />

of the Company at large.<br />

ACCOUNTING POLICIES<br />

The Company has adopted accounting<br />

treatments which are in conformance with<br />

those prescribed by the Accounting Standards.<br />

INSIDER TRADING<br />

The Company has <strong>com</strong>prehensive guidelines<br />

in accordance with the SEBI Regulations in<br />

this regard, which advise and caution the<br />

Directors, Management and Executives on<br />

the procedures to be followed, whilst dealing<br />

with the securities of the Company. The Insider<br />

Trading Code framed by the Company helps in<br />

ensuring <strong>com</strong>pliance with these requirements.<br />

NAME STATUS MEETINGS HELD MEETINGS ATTENDED<br />

DR OMKAR GOSWAMI CHAIRMAN, INDEPENDENT DIRECTOR 3 3<br />

MR SCOTT BAYMAN MEMBER, INDEPENDENT DIRECTOR 3 3<br />

MR SANJAY LABROO MEMBER, INDEPENDENT DIRECTOR 3 0<br />

MR SUDHIR TREHAN EXECUTIVE DIRECTOR 3 3<br />

48 ANNUAL REPORT <strong>2007</strong>–<strong>2008</strong> CROMPTON GREAVES LIMITED

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