CORPORATE GOVERNANCEYour Company has always followed fair business and corporate practices. The Company believes that goodCorporate Governance is a key factor in achieving long-term growth and success and helps build theconfidence in the Company’s integrity.BOARD OF DIRECTORS AND ITS COMPOSITION:The Board of Directors of the Company comprises of 9 Non-Executive Directors and 1 Executive Directorand amongst them 5 are Independent Directors, who bring in a wide range of skills and experience. TheBoard Members consists of persons with professional expertise and experience in various fields of <strong>Chemicals</strong>,Marketing, Finance, Management, Accountancy, etc. and the composition of the Board is in conformity withthe amendments in the Listing Agreement. The Board members are not inter-se related to each other.Details of the Board of Directors are as under:1. Mr. Yogesh M. Kothari Chairman2. Mr. Amit M. Mehta Vice Chairman3. Mr. Girish R. Satarkar Executive Director4. Mr. G.G.Chendwankar Director5. Mr. Kirat Patel Director6. Mr. Dhruv Kaji Director7. Mr. Rajendra Chhabra Director8. Mr. G.S. Venkatachalam Director9. Dr. Ambrish Dalal Director10. Mr. Shreyas Mehta DirectorRESPONSIBILITIES OF BOARD OF DIRECTORS:The Board has a variety of matters related to the operations of the Company for its consideration anddecision, which includes reviewing corporate performance, ensuring adequate availability of financialresources and reporting to Shareholders. During the year under review, the Board met 5 {Five} times.The Board of Directors ensures that their other responsibilities do not materially impact their responsibilityas Directors of the Company. The Company has not entered into any materially significant transactions withits Directors or their relatives, etc. which affects the interest of the Company.ROLE OF INDEPENDENT DIRECTORS:The Independent Directors play an important role in deliberations at the Board Meetings and bring to theCompany their wide experience in the fields of <strong>Chemicals</strong>, Technology, Management, Finance, Accountancy,etc.TENURE OF BOARD OF DIRECTORS:As per the provisions under section 255 of the Companies Act, 1956, and as per article 109 of the Articles ofAssociation of the Company, Every year one third of the total strength of the Board, liable to retire by rotation.The Directors, who are required to retire every year and if eligible, they qualify for re-appointment.Mr. Yogesh Kothari, Mr. Kirat Patel and Mr. Shreyas Mehta retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer themselves for re-appointment.BOARD MEETINGS:The meetings of the Board of Directors are generally held at Mumbai & Vadodara. Meetings are scheduledwell in advance. The Board meets at least once in three months to review the quarterly performance and thefinancial results of the Company. The Members of the Board have access to all information of the Companyand are free to recommend inclusion of any matter in the agenda for discussion. Senior Management personsare also invited to attend the Board meetings and provide clarifications as and when required.During the year under review, 5 Board Meetings were held viz: 24/05/<strong>2011</strong>, <strong>12</strong>/07/<strong>2011</strong>, 08/08/<strong>2011</strong>,24/10/<strong>2011</strong> and 02/02/20<strong>12</strong>. Details of attendance at the Board Meetings and Annual General Meeting foreach Director along with their other Directorships are as stated herein below:<strong>12</strong>
Sr. Name of the Director Category of No. of Board Attended lastNo. Directorship Meetings attended AGM heldout of 5 held on <strong>12</strong>/07/111 Mr. Yogesh M. Kothari Chairman – NED / PD 5 Yes2 Mr. Amit M. Mehta Vice Chairman – NED/PD 5 Yes3 Mr. G. G. Chendwankar NED* 4 No4 Mr. Kirat Patel NED 5 Yes5 Mr. Dhruv Kaji NED – I 1 No6 Mr. Rajendra Chhabra NED – I 5 Yes7 Mr. G.S.Venkatachalam NED – I 5 Yes8 Dr. Ambrish Dalal NED – I 4 Yes9 Mr. Shreyas Mehta NED – I 1 No10 Mr. Girish R. Satarkar ED 5 YesED-Executive DirectorNED–Non-Executive DirectorNED-I : Non-Executive & Independent DirectorPD – Promoter Director*Mr. G. G. Chendwankar is been appointed as Independent & Non- Executive Director of the Company witheffect from 1 st April, 20<strong>12</strong>.The Chairman is Promoter and Non-Executive Director, and hence half of the Board consists of IndependentDirectors.Details of Number of Directorships in other Bodies Corporate and Chairmanship(s)/Membership(s) heldin Committees of Public <strong>Limited</strong> Companies:No. of Chairmanship(s) andMembership(s) of Committees ofPublic Ltd. Cos. Including DACL**No. of Directorships Chairmanship in Memberships inName of the Director(s) in other Companies Committees in which Committees of(Excluding Pvt. Cos.)* Directors are Members Companies inwhich theyhold DirectorshipsMr. Yogesh M. Kothari 5 1 1Mr. Amit M. Mehta 3 – –Mr. G. G. Chendwankar – – 2Mr. Kirat Patel 2 – 1Mr. Dhruv Kaji 2 – –Mr. Rajendra Chhabra 2 1 1Mr. G.S.Venkatachalam – – 1Dr. Ambrish Dalal – – –Mr. Shreyas Mehta 1 1 –Mr. Girish R. Satarkar – – –* Excluding <strong>Diamines</strong> and <strong>Chemicals</strong> <strong>Limited</strong>.** The Committees mentioned above includes only Audit Committee, Share holders /Investors’GrievanceCommittee.None of the Directors of the Company was a member of more than ten Committees of Boards as stipulatedunder Clause 49 of the Listing Agreement nor was a Chairman of more than five such committees across allcompanies in which he was a director.BOARD COMMITTEES:To enable better and more focused attention on the affairs of the Company, the Board has appointed thefollowing Committees:13