Scheduleforming part of the Balance Sheet - Domain-b

Annual Report 2007-2008
Report On Corporate Governance
Philosophy on Corporate Governance
Corporate governance is both the structure and the relationships which determine corporate direction and performance.
The corporate governance framework is based on the legal, regulatory, institutional and ethical environment of the community,
which helps to hold the balance between economic and social goals and between individual and community goals, by encouraging
the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align the
interests of individuals, corporations and society to ensure transparency, accountability and equity in all areas. Good governance
is an essential ingredient in corporate success and sustainable economic growth. It ensures accountability for the pursuit of
corporate objectives and that the corporation itself conforms to the law and regulations.
In addition to its staunch adherence to its philosophy and values, the Company has also complied with the provisions of Clause
49 of the Listing Agreement of the Stock Exchange, which deals with the compliance of Corporate Governance requirements.
The same are detailed below
The Board of Directors:
1. The Company’s Board of Directors consists of a judicious mix of Executive, Non-Executive as well as Independent Directors.
Over fifty percent of the Board of Directors comprises Non-Executive Directors, with the Chairman also being a Non-
Executive Director. The Directors possess rich experience in varied fields ranging from hoteliering, architecture and the
liberal arts to banking, administration and finance. The experience and wisdom of the Directors who are stalwarts in their
respective fields, have proved to be invaluable to the Company. The details of Directors seeking re-appointment have been
attached along with the Notice of the Annual General Meeting.
2. “Independent Directors,” i.e. Directors who apart from receiving Directors’ remuneration, do not have any other material
pecuniary relationship or transactions with the Company, its promoters, its management or its subsidiaries, which, in the
judgement of the Board, may affect the independence of judgement of the Director, comprise over one third of the Board.
3. During the year under review, the Board of Directors of the Company met ten times and the period between any two meetings
did not exceed four months. The dates of the Board Meetings held during each quarter are as follows :
No. Date of Meeting For The Quarter
1 April 2, 2007 April to June
2 June 19, 2007 April to June
3 July 31, 2007 July to September
4 August 13, 2007 July to September
5 September 17, 2007 July to September
6 September 27, 2007 July to September
7 October 26, 2007 October to December
8 December 12, 2007 October to December
9 January 28, 2008 January to March
10 February 7, 2008 January to March
As required under Annexure I to Clause 49 of the Listing Agreement with the Stock Exchanges, all the necessary information
was placed before the Board from time to time.
45