08-09 - Jindal Group of Companies

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RELATIONSHIPS BETWEEN DIRECTORS No Director is related to any other Director on the Board in terms of the definition of “relative” under the Companies Act, 1956, except Mr. D.P. Jindal, who is father of Mr. Saket Jindal. CODE OF CONDUCT The Board of Directors has adopted the Code Conduct and Ethics for Directors and Senior Management personnel. The Code has also been posted on the Company’s website . The Code has been circulated to all members of the Board and senior management personnel and the compliance with the Code of Conduct and Ethics is affirmed by them annually. A declaration signed by the CEO and Managing Director of the Company is given below: This is to certify that, all Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the financial year ended 31 st March 2009. August 28, 2009 SAKET JINDAL Managing Director 2. AUDIT COMMITTEE The terms of reference of the Audit Committee mandated by the statutory and regulatory requirements viz. Listing Agreement, Companies Act, 1956 etc., which are also in line with the mandate given by your Board of Directors, are: a. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees; c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; d. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: i. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (2AA) of Section 217 of the Companies Act, 1956; ii. Changes, if any, in accounting policies and practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by management; iv. Significant adjustments made in the financial statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to financial statements; vi. Disclosure of any related party transactions; and vii. Qualifications in the draft audit report; e. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval; f. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems; g. Reviewing the adequacy of internal audit function, if any, 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; h. Discussion with internal auditors any significant findings and follow up thereon; i. 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 the matter to the Board; j. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 22
k. To look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors; l. To review the functioning of the Whistle Blower mechanism, in case the same exists; m. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. COMPOSITION The Audit Committee of the Company comprises of three Directors consisting of one Promoter Non-executive Director and two Independent Non-executive Directors. All members of the Committee possess knowledge of Corporate Finance, Accounts and Company Law. The Chairman of the Committee is an Independent Non-executive Director and was present at the last Annual General Meeting of the Company. The Audit Committee meetings are held at the Corporate Office of the Company and are attended by the Auditors, Accounts and Finance Heads. The Company Secretary acts as the Secretary to the Audit Committee. The minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting. During the year under review five meetings of the Audit Committee were held on 29 th April 2008, 30 th July 2008, 28 th August 2008, 23 rd October 2008 and 30 th January 2009. The composition, names of the members, chairperson, and particulars of the Meetings and attendance of the members during the year are as follows: Members Category No. of meetings attended Mr. U.C. Agarwal Chairman 5 Mr. D.P. Jindal Member 5 Mr. D. K. Parikh Member 5 Mr. H. K. Khanna* Member 4 * Ceased to be the members of the Committee with effect from 23.10.2008 INTERNAL AUDITORS The Company has appointed a firm of Chartered Accountants as Internal Auditors to review the internal control systems of the Company and to report thereon. The Audit Committee reviews the reports of the Internal Auditors periodically. 3. REMUNERATION TO DIRECTORS The Company does not have a Remuneration Committee. Detailed terms of appointment of the Managing and Wholetime Directors are governed under Board and Members’ Resolutions. None of the Non-Executive Directors draw any remuneration from the Company except sitting fees of Rs. 10,000/- for attending each meeting of the Board and Rs. 5000/- for attending each meeting of the Audit Committee. Details of Directors Remuneration a) The Details of remuneration paid to Managing and Whole Time Directors during the year ended 31st March, 2009 are as under:- (Rs.) Name Salary Perquisites & other benefits Total Mr. Saket Jindal, 51,00,000 16,58,400 67,58,400 Managing Director Mr. S.P. Raj 6,93,412 4,88,006 11,81,418 Whole Time Director The tenure of appointment of the Managing Director and Whole time Director is for a period of 5 years w.e.f. 01.10.2005. 23
Page 1: 21 st ANNUAL REPORT 2008-09 SHINING
Page 4 and 5: BOARD OF DIRECTORS D.P. Jindal Chai
Page 6 and 7: CHAIRMAN’S STATEMENT D.P. Jindal
Page 8 and 9: MESSAGE from the MANAGING DIRECTOR
Page 11: UPRGADING PLANT & EQUIPMENT for BET
Page 14 and 15: SELECTED FINANCIAL INDICATORS OF LA
Page 16 and 17: 6. Members desirous of getting any
Page 18 and 19: The Company has primarily two segme
Page 20 and 21: ANNEXURE TO DIRECTORS' REPORT INFOR
Page 22 and 23: FORM B FORM FOR DISCLOSURE OF PARTI
Page 26 and 27: ) The Non-executive Directors are p
Page 28 and 29: c) Book Closure : 15 th Sept. 2009
Page 30 and 31: Dematerialisation of Shares and Liq
Page 32 and 33: AUDITORS’ CERTIFICATE ON CORPORAT
Page 34 and 35: SEGMENT-WISE PERFORMANCE The Compan
Page 36 and 37: AUDITORS’ REPORT To The Members o
Page 38 and 39: 8. We have broadly reviewed the cos
Page 40 and 41: BALANCE SHEET AS AT 31ST MARCH, 200
Page 42 and 43: CASH FLOW STATEMENT ANNEXED TO THE
Page 44 and 45: SCHEDULES FORMING PART OF THE FINAN
Page 46 and 47: As At 31.03.2009 Number of Rs. Shar
Page 48 and 49: Name of the Investments No. of Unit
Page 50 and 51: Name of the Investments No. of Unit
Page 52 and 53: SCHEDULE : 7 As At As At 31.03.2009
Page 54 and 55: SCHEDULE : 14 Year Ended Year Ended
Page 56 and 57: SCHEDULE : 20 SIGNIFICANT ACCOUNTIN
Page 58 and 59: NOTES ON ACCOUNTS 1. CONTINGENT LIA
Page 60 and 61: 12. The amount of Exchange Differen
Page 62 and 63: 14. Segment Reporting Policies Iden
Page 64 and 65: 18. Further, Disclosure as required
Page 66 and 67: VI. CIF VALUE OF IMPORTS Particular
Page 68 and 69: IV. Performance of Company (Rs. in

08-09 - Jindal Group of Companies

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