2002-03 - Grasim

11. The Board should set up a “Remuneration Committee” to determine on their behalf and on behalf of the shareholders with
agreed terms of reference, the company’s policy on specific remuneration packages for executive directors including pension
rights and any compensation payment. (This is a non-mandatory recommendation).
Grasim does not have a Remuneration Committee. The Board determines the remuneration of the Whole-time Director.
12. No Director should be a member in more than 10 committees or act as chairman of more than five committees across all
companies in which he/she is a Director. Furthermore, it should be a mandatory requirement for every Director to inform the
company about the committee positions he occupies in other companies and changes on an annual basis.
None of the Directors of the Company is a member of more than 10 committees or Chairman / Chairperson of more than 5 committees
across all companies in which he / she is a Director.
13. The Company should provide a brief resume, expertise in specific functional areas and names of companies, in which he/she
holds Directorship and the membership of Committees of the Board, while appointing a new Director or re-appointing an
existing Director. These should form part of notice to shareholders.
Relevant details form part of the explanatory statement of the Notice of the Annual General Meeting, annexed to this report.
14. Disclosures to be made to the Board by the management relating to all material, financial and commercial transactions, where
they have personal interest, that may have a potential conflict with the interest of the company at large. These include
dealing in company shares, commercial dealings with bodies, which have shareholding of management and their relatives, etc.
Transactions with the related parties are disclosed in Note No. 17 of Part B of Schedule 22 to the Accounts in the Annual Report.
15. The half-yearly declaration of financial performance including summary of the significant events in last six-months, should be
sent to each household of shareholders. (This is a non-mandatory recommendation).
The Company sends a detailed “Performance Update” consisting of financial performance as well as Management Discussion and
Analysis Report on a half yearly basis. The Company initiated the process in 2000 and continued the practice even during the year.
16. The financial institutions should, under normal circumstances, have no direct role in the decision making of the Board of the
Company. They should not have nominees on the Board, merely by virtue of their financial exposure in the company. There
is however a ground for the term lending financial institutions to have nominees on the Boards of the borrower companies, to
protect their interests as creditors. In such cases, the nominee directors should take an active interest in the activities of the
Board and assume equal responsibility, as any other director on the Board.
Not a Company level issue.
At present, the Board has one nominee director, representing an investor. Details of the nominee director is as follows:
• Mr. Y P Gupta, a nominee of Life Insurance Corporation of India (LIC) – an Investor
OTHER DISCLOSURES RECOMMENDED BY THE SEBI COMMITTEE
1. Details of Annual General Meetings
1.1. Location and time, where last three AGMs held
Year Type Location Date Time
1999-2000 AGM Registered Office, Birlagram, Nagda, M.P 15.07.00 11.00 a.m.
2000-2001 EOGM Registered Office, Birlagram, Nagda, M.P 27.01.01 11.00 a.m.
2000-2001 AGM Registered Office, Birlagram, Nagda, M.P 30.06.01 11.30 a.m.
2001-2002 AGM Registered Office, Birlagram, Nagda M P 03.08.02 11.30 a.m.
1.2. Whether special resolutions were put through postal ballot last year
No.
1.3. Are votes proposed to be conducted through postal ballot this year
No.
(23)