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usiness environment including business opportunities, businessstrategy and the risk management practices before taking onrecord the nancial results of the Company.The directors are provided free access to ofcers andemployees of the Company. Management is encouraged toinvite the Company personnel to any Board meeting at whichtheir presence and expertise would help the Board to have a fullunderstanding of matters being considered.The information regularly provided to the Board includes:• Annual operating plans and budgets including capitalbudgets and any updates.• Quarterly results of the Company and its operating divisionsor business segments.• Minutes of meetings of Audit Committee, CompensationCommittee, Risk Management Committee and ShareholdersCommittee of the Board.• The information on recruitment and remuneration of seniorofcers just below the Board level, including appointmentor removal of Chief Financial Ofcer and the CompanySecretary.• Show cause, demand, prosecution notices and penaltynotices which are materially important.• Fatal or serious accidents, dangerous occurrences, anymaterial efuent or pollution problems.• Any material default in the nancial obligations to and bythe Company, or substantial non-payment for goods sold /services provided by the Company.• Any issue, which involves possible public or product liabilityclaims of substantial nature, including any judgment ororder which, may have passed strictures on the conduct ofthe Company or taken an adverse view regarding anotherenterprise that can have negative implications on theCompany.• Details of any joint venture or collaboration agreement.• Transactions that involve substantial payment towardsgoodwill, brand equity, or intellectual property.• Any signicant development in Human Resources /Industrial Relations front.• Sale of material nature of investments, subsidiaries, assets,which is not in normal course of business.• Quarterly details of foreign exchange exposures and thesteps taken by the management to limit the risks of adverseexchange rate movement, if material.• Non-compliance of any regulatory, statutory nature orlisting requirements and shareholders service such as nonpaymentof dividend, delay in share transfer etc.• Statutory compliance report of all laws applicable to theCompany, as well as steps taken by the Company to rectifyinstances of non-compliances, if any.• Minutes of the board meetings of the subsidiaries alongwith their nancial statements and the investments madeby these companies.• Details of the transactions with the related parties.• General notices of interest of directors.Discussion with Independent DirectorsIndependent Directors are regularly updated on performance ofeach line of business of the Company, business strategy goingforward and new initiatives being taken/ proposed to be takenby the Company.The independent directors meet periodically without the executivedirectors and the management. The independent directors alsoperiodically have one on one meetings with the statutory auditorsand internal auditors, where neither the executive directors norany person from the management is present.Board material distributed in advanceThe agenda for each board meeting is circulated in advance tothe Board members. All material information is incorporated inthe agenda facilitating meaningful and focused discussions inthe meeting. Where it is not practicable to attach any documentin the agenda, the same is tabled before the meeting. Everyboard member is free to suggest items for inclusion in theagenda.Post meeting follow-up mechanismThe guidelines for Board and Committee(s) meetings facilitate aneffective post meeting follow up review and reporting process forthe decisions taken by the Board and Committee(s) thereof. Theimportant decisions taken at the Board/ Committee(s) meetingsare promptly communicated to the concerned departments/divisions. Action taken report on the decisions of the previousmeeting(s) is placed at the immediately succeeding meetingof the Board/ Committee(s) for information and review by theBoard/ Committee(s).Number of Board Meetings held and the dates on which heldThere were seven board meetings held during the year endedJune 30, 2010. These were held on July 08, 2009, August 10,2009, August 24-25, 2009, October 27-28, 2009, January 07,2010, January 24-25, 2010 and April 20-21, 2010. The followingtable gives the attendance record of the directors in the boardmeetings and at the last Annual General Meeting.Name of DirectorNo. of boardmeetingsheldNo. ofboardmeetingsattendedWhetherattendedlast AGMMr. Shiv Nadar 7 7 YesMr. Vineet Nayar 7 7* YesMr. T. S. R.Subramanian7 7* YesMs. Robin Abrams 7 6** NoMr. Ajai Chowdhry 7 4 YesMr. SubrotoBhattacharya7 7 YesMr. Amal Ganguli 7 6 YesMr. P. C. Sen 7 7 No* includes one meeting attended through conference call.**includes two meetings attended through conference call.Independence of Statutory AuditorsThe Board ensures that the statutory auditors of the Companyare independent and have arm’s length relationship with theCompany.Rotation of Statutory AuditorsWhile appointing/ re-appointing the statutory auditors of theCompany, the Board ensures that the statutory auditors has apolicy in place for rotation of audit partners.40