Scheduleforming part of the Balance Sheet - Domain-b

The Indian Hotels Company Limited
46
4. All the relevant information, as recommended by the Securities and Exchange Board of India (SEBI) /Stock Exchanges, is
promptly furnished to the Board from time to time in a structured manner.
5. In addition to commission, the Company pays its Non-Executive Directors sitting fees which have been increased from
Rs. 10,000/- to Rs. 20,000/- per meeting for attending meetings of the Board of Directors, Audit Committee and Remuneration
Committee effective September 27, 2007. The fees for attending Share Transfer & Shareholders’ / Investor Grievance
meetings have been increased from Rs. 5,000/- to Rs. 10,000/- per meeting effective September 27, 2007.
6. None of the Directors of the Board serve as members of more than 10 Committees nor are they Chairman of more than
5 Committees, as per the requirements of the Listing Agreement. “Committees” for this purpose include the Audit Committee
and the Shareholders’ / Investor Grievance Committee under the said Clause 49 of the Listing Agreement.
7. A detailed explanation, in the form of a table illustrating the above is given on page No. 55 for ready reference.
8. The Company has adopted a Code of Conduct for its Non-Executive Directors and all Non-Executive Directors have
affirmed compliance with the said Code. All Senior Management of the Company have affirmed compliance with the Tata
Code of Conduct. The Code of Conduct is also displayed on the Company’s web site. The Annual Report of the Company
contains a Certificate duly signed by the Managing Director (CEO) in this regard.
9. Other than transactions entered into in the normal course of business, the Company has not entered into any materially
significant related party transactions during the year, which could have a potential conflict of interest between the Company
and its Promoters, Directors, Management and / or relatives.
Committees of the Board :
The Committees constituted by the Board of Directors of the Company are as under :
1. Audit Committee:
The Company’s Audit Committee comprises entirely of Independent Directors. Each Member of the Committee has the
relevant experience in the field of finance, banking and accounting, with a majority of the Members being Chartered
Accountants. The Committee has, inter alia, the following terms of reference:
i. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible.
ii. Recommending the appointment and removal of statutory auditors, fixation of audit fee and also approval for payment
for any other services.
iii. Reviewing with management the annual financial statements before submission to the Board for approval, with particular
reference to:
� Matters required to be included in the Board’s Report in terms of clause 2AA of Section 217 of the Companies
Act, 1956
� Any changes in accounting policies and practices and reasons thereof.
� Major accounting entries based on the exercise of judgement by the Management.
� Qualifications in the draft audit report.
� Significant adjustments made in the financial statements, arising out of audit findings.
� The Going Concern assumption.
� Compliance with Accounting Standards.
� Compliance with listing and other legal requirements relating to financial statements.
� Any related party transactions i.e. transactions of the Company of material nature, with Promoters or the Management,
their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.