Annual Report FY2011 - Sujana Group

ANNUAL REPORT 2009-2011
2. Board Procedure
Your Company’s Board of Directors meets atleast once a quarter in a year to review the quarterly results
and other items on the Agenda and also on the occasion of the Annual Shareholders’ Meeting. When
necessary, additional meetings were held. Committees of the Board usually meet the same day of the
formal Board Meeting or as and when required.
Six(6) Board Meetings were held during the year 2009–11 and the gap between two meetings did not
exceed four months. The dates on which the Board Meetings were held ere as follows:
29th December 2009, 30th January 2010,14th May, 2010, 13th August, 2010, 12th November, 2010 and
12th February, 2011.
Board Meetings are usually held at the Registered Office of the Company. Notices of Board Meetings
were sent to the Directors as required under Section 286 of the Companies Act, 1956. Date of Board
Meeting was communicated well in advance and the Agenda, explanatory notes were sent in advance
to the Directors.
The information as required under Annexure IA to Clause 49 was being made available to the Board.
The Board periodically reviews compliance reports of all laws applicable to the Company. Steps were
taken by the Company to rectify instances of non-compliance, if any.
III. Audit Committee
1. Scope of the Audit Committee
The main objective of the audit committee of your Company is to monitor and effectively supervise
the financial reporting process of your Company with a view to provide accurate, timely and proper
disclosures. However the scope of activities of the Audit Committee is as set out in Clause 49 of the
Listing Agreements entered with the Stock Exchanges read with Section 292A of the Companies Act,
1956. The terms of reference of the Audit Committee are broadly as follows:
Reviewing the adequacy of Internal Control Systems and the Internal Audit Reports and their compliance
thereof;
1. Overseeing of the Company’s financial reporting process and the disclosure of its financial
information;
2. Holding periodic discussions with the Statutory Auditors and Internal Auditors of the Company
concerning the accounts of the Company, internal control systems, scope of audit and observations
of the Auditors/ Internal Auditors;
3. Reviewing with Management the quarterly and annual financial statements before submission to the
Board;
4. Recommending the board on any matter relating to the financial management of the Company,
including Statutory & Internal Audit Reports;
5. Recommending the appointment and removal of External Auditor, fixation of audit fee and also
approval for repayment for any other services;
6. Reviewing the adequacy of the internal audit function including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;
7. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting matter to the board;
8. Discussions with external auditors before the audit commences, nature and scope of audit as well
as post audit discussions to ascertain any area of concern;
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