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46l) Address for correspondenceRegistered Office:1, Taratolla Road, Garden Reach, Kolkata 700 024Phone Nos. (033) 2469-3732/36 (5 lines)Fax Nos. (033) 2469-2143/2469-3731Email – secretarial.department@tilindia.comWebsite: www.tilindia.in10. Code of ConductA Code of Conduct for the Board of Directors and Senior Managers has been formulated and adopted by the Board of Directors in the Meeting held on15th March, 2005. The Code of Conduct, as approved by the Board, is also posted on the Website of the Company. A declaration by the Vice Chairman &Managing Director (CEO) stating that all Board Members and Senior Management Personnel have complied with the Code of Conduct for the FinancialYear ended 31st March, 2011 forms part of the Annual Report.11. Risk Mitigation PlanThe Company has in place mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review bythe Board is being done to ensure that management controls risk through means of a properly defined framework.12. CEO and CFO CertificationAs per Clause 49(V) of the Listing Agreement, a certificate duly signed by the Vice Chairman & Managing Director and the CFO, in respect of the financialyear ended 31st March, 2011 has been placed before the Board in the Meeting held on 17th May, 2011.13. Non-Mandatory Requirementsa) Office of Non Executive Chairman and tenure of office of Non Executive DirectorsThe Chairman of the Company being a Whole-time Director, the requirement relating to maintenance of Non-Executive Chairman’s office is notapplicable. Mr. R. L. Gaggar and Mr. U. V. Rao, all being Non-Executive Independent Directors, are holding office for a term exceeding ten years fromthe date of initial appointment. Mr. G. Swarup, Non Executive Independent Director was appointed w.e.f. 26th March, 2008 and Dr. T Mukherjee wasappointed w.e.f. 4th June, 2009.b) Remuneration and Compensation CommitteeThe Company has a ‘Remuneration and Compensation Committee’ in place. For details regarding composition and scope of RemunerationCommittee, please refer to Item No. 3 of this Report.c) Shareholder’s Rights – Furnishing of Half yearly ResultsAs the Company’s Half-yearly Results are published in newspapers and also posted on its Website viz. www.tilindia.in and the corporate filing anddissemination system (CFDS), viz., www.corpfiling.co.in, the same are not mailed to the shareholders.d) Audit QualificationsThe Company does not have any audit qualification pertaining to the financial statements, for the period under review.
Overview Performance Reviews Governance Financials47Annual Report 2010-11e) Training of Board MembersThe Company, at present, does not have any facility for the training of Board members in the Business model of the Company as well as in the riskprofile of the business parameters of the Company and in their responsibilities as Directors and the best ways to discharge them.f) Mechanism for evaluating Non-Executive Board MembersThe Company, at present, does not have any mechanism for evaluating the performance of Non-Executive Directors by a peer group.g) Whistle Blower PolicyThe Company, at present, does not have any Whistle Blower Policy.Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges on Code of Corporate Governance, certificate from the StatutoryAuditors regarding compliance of Corporate Governance by the Company is annexed. The Auditors’ certificate will be sent to the Stock Exchangeswhere the Company’s shares are listed.For and on behalf of Board of DirectorsPlace : KolkataDate : 17th May, 2011.A. MazumdarChairman
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