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38Report onCorporateGovernanceCOMPANY’S PHILOSOPHY ON CODE OF GOVERNANCEThe Company adopts and adheres to the best recognized Corporate Governance Policies for ensuring transparency, professionalism and accountability in itsdealings with its customers, principals, employees, shareholders and with every individual who comes in contact with the Company.The Company’s philosophy on Corporate Governance is bounded upon a rich legacy of fair ethical governance practices, many of which were already in place evenbefore they were mandated by adopting honesty, integrity and ethical behavior.As a good corporate citizen, the Company has established systems to encourage environmental and social initiatives that contribute to organizational sustainability,systematic training, conservation of energy and other scarce resources.The Company is in full compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered into with the StockExchanges and in this regard, submits a report on the matters mentioned in the said clause. The Corporate Governance practices followed by the Company areas stated below:1. Composition of the Board of Directorsa) The Board consists of eight (8) Members out of which three (3) are Whole-time Directors and five (5) are Non-Executive Independent Directorsincluding a Director nominated by Life Insurance Corporation of India (LIC).
Overview Performance Reviews Governance Financials39Annual Report 2010-11Composition, Category, Directorships and Committee Memberships in other Companies as on 31st March, 2011.The Board of your Company consists of the following Directors:Name of Directors Category of Director Directorships held inother Indian PublicLimited CompaniesCommittee# Positions held in other IndianPublic Limited CompaniesAs Chairman As MemberMr. A. Mazumdar – Chairman and Executive - - -Wholetime DirectorMr. Sumit Mazumder –Executive 1 - -Vice Chairman & Managing DirectorMr. S. K. Bhatnagar -Executive 3 - -Director - MHS*Mr. R. L. Gaggar – Director Non-Executive Independent 10 - 8Mr. U. V. Rao – Director Non-Executive Independent 2 1 1Mr. K. B. Saha – DirectorNon-Executive Independent - - -(Nominee of LIC){+}Mr. G. Swarup - Director Non-Executive Independent 7 - 1Dr. T. Mukherjee – Director Non-Executive Independent 4 - -# Only Audit Committee and Shareholders’ Grievance Committee have been considered for this purpose.{+} LIC being an Equity Investor.* Appointed as Director with effect (w.e.f.) from 1st April, 2010b) During the year ended 31st March, 2011, six (6) meetings of the Board of Directors were held. The Company has held at least one Board Meeting inevery three months and the maximum time gap between any such two meetings was not more than four months. The details of the Board Meetingsare as under :Sl. Date Board Strength No. of Directors PresentNo1. 11th May 2010 8 72. 29th July 2010 8 73. 26th October 2010 8 74. 28th December 2010 8 75. 25th January 2011 8 76. 29th March 2011 8 5Attendance of Directors at the Board Meetings and Annual General Meeting (AGM) during the year ended 31st March, 2011 :Name of Director No. of Board Meetings Attendance at the last AGMHeld on 29th July, 2010HeldAttendedMr. A. Mazumdar 6 3 YesMr. Sumit Mazumder 6 6 YesMr. S. K. Bhatnagar 6 5 YesMr. R. L. Gaggar 6 6 YesMr. U. V. Rao 6 5 YesMr. K. B. Saha 6 4 NoMr. G. Swarup 6 6 YesDr. T. Mukherjee 6 5 YesPursuant to the declaration made in Form 24 AA under Section 299 of the Companies Act, 1956, none of the Non-Executive Independent Directorshas any pecuniary relationship and/or transaction with your Company other than receiving Sitting Fees, Commission and/or reimbursement ofexpenses, if any, incurred for attending meetings of the Board and/or Committee thereof.Resume and other information of the Directors getting appointed, as required under Clause 49 IV (G) of the Listing Agreement, are given in the Noticecalling the Annual General Meeting.
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