2009-10 Annual Report - SPML

Meetings & AttendanceSix (6) Board Meetings were held during the year. The Board Meetings were held on the following dates:ANNUAL REPORT 2009-10(i) 30.05.2009, (ii) 30.06.2009, (iii) 31.07.2009, (iv) 28.08.2009, (v) 06.11.2009 and (vi) 30.01.2010. The maximum time gap between twomeetings was not more than four calendar months.The Annual General Meeting was held on 30th September, 2009.Attendance of Directors at Board Meetings and at the last Annual General Meeting:Sl.No.Name of the DirectorsCategoryNo. of BoardMeetings attendedWhether attendedthe AGM1 Mr. Anil Kr. Sethi Director & Chairman- Executive Director 3 No2 Mr.Subhash Chand Sethi Vice Chairman & Managing Director- ExecutiveDirector5 No3 Mr. Sushil Kr. Sethi Managing Director- Executive Director 2 Yes4 Mr. Deepak Sethi Non- Executive Director 2 Yes5 Mr. R. L. Gaggar Non-Executive & Independent Director 5 No6 Mr.Kalidas Mukhopadhyay Non-Executive & Independent Director 5 Yes7 Mr.B.B.Chakraborty * Non-Executive & Independent Director 3 No8 Mr. Amalendu Bhattacharjee Non-Executive & Independent Director 5 No9 Mr. Vivek Chhachhi * Non- Executive Director - No10 Mr. T.S. Shiv Shankar ** Non- Executive Director 5 No* Mr. Vivek Chhachhi resigned w.e.f 01.06.2009 & Mr. B.B.Chakraborty resigned w.e.f 03.08.2009* * Mr. T.S.Shiv Shankar was appointed as an additional Director w.e.f. 01.06.2009 and the same was approved at the Annual General Meetingheld on 30.09.2009.Notes:1. None of the Directors excepting Anil Kumar Sethi, Subhash Chand Sethi, Sushil Kumar Sethi and Deepak Sethi is related to any otherDirector.2. During the year, the Company did not have any material pecuniary relationship or transaction with its non executive/independent directorsother than payment of fees for attending meeting of the Board and /or its Committee(s).2. COMMITTEES OF THE BOARDThere are six committees of the Board - the Audit Committee, Shares Transfer / Investors’ Grievance Committee., the Remuneration Committee,the Compensation Committee, Selection Committee and Committee for regular Banking Operational Matters.(i) Audit CommitteeTerms of reference of the Audit Committee are as per the guidelines set out in the Listing Agreements with the Stock Exchanges that inter aliainclude the overview of the Company’s financial reporting processes and review of the quarterly, half-yearly and annual financial statements, theadequacy of internal control systems, the financial and risk management policies and the significant findings and adequacy of internal audit functionetc. in terms of the clause 49 of the Listing Agreement with the Stock Exchanges within the stipulated time.Composition and AttendanceDuring the year, the Audit Committee met six times. The Audit Committee Meetings were held on (i) 30.05.2009, (ii) 30.06.2009, (iii)31.07.2009, (iv) 28.08.2009, (v) 31.10.2009 and (vi) 30.01.2010. Mr. B.N. Choudhary, Executive Vice President (Finance) & Secretary acts asSecretary of the Committee.Sl.No. Name of the Director No. of Meetings attended1 Mr. Kalidas Mukhopadhyay, Chairman 62 Mr. A. Bhattacharjee 63 Mr. B. B. Chakraborty (Resigned w.e.f 03.08.2009) 34 Mr. Deepak Sethi 319