2007-08 - Aditya Birla Nuvo, Ltd

More documents

Recommendations

Info

CORPORATE GOVERNANCE REPORTNon Executive Directors’ Compensation and Disclosure:Sitting fees for attending meeting of Board / Committee is paid as per the provisions of Articles ofAssociation of the Company. Commission paid to the non-executive directors is fixed by Board of Directorspursuant to the shareholder’s approval. Details of sitting fees / compensation paid to them are givenseparately in this section of Annual Report.Other provisions as to Board and Committees:The Company’s Board of Directors play primary role in ensuring good governance and functioning of theCompany. The Board’s role, functions, responsibility and accountability are clearly defined. All relevantinformation (as mandated by the regulations) is placed before the Board. The Board reviews compliancereports of all laws as applicable to the Company, as well as steps taken by the Company to rectifyinstances of non-compliances, if any. The Members of the Board have complete freedom to express theiropinion and decisions are taken after detailed discussion. The details of Board meetings held duringFY 2007-2008 are as outlined below:Date of Board Meeting City No. of Directors Present3 rd May, 2007 Mumbai 15 out of 1530 th July, 2007 Mumbai 15 out of 1531 st October, 2007 Mumbai 14 out of 149 th January, 2008 Mumbai 12 out of 1430 th January, 2008 Mumbai 14 out of 14Code of Conduct:The Board of Directors has laid down the Code of Conduct, (copy available on Company’s website)applicable to all Board Members and Senior Executives of the Company. A declaration by ManagingDirector affirming the compliance of the code of conduct by Board Members and Senior ManagementExecutives is also annexed separately in this Annual Report.II Audit CommitteeThe Company has an Audit Committee at the Board level with the powers and the role that are inaccordance with Clause 49 of the Listing Agreement. The Committee acts as a link between themanagement, the statutory and internal auditors and the Board of Directors and oversees the financialreporting process. All the members of the Company’s Audit Committee are Independent directors. Duringthe year, the Audit Committee met 7 times to deliberate on various matters and details of the attendanceof the Committee members are as follows:Name of Director Served in past as No.of Meetings No. of MeetingsheldattendedMs. Tarjani Vakil, Chairperson and Managing Director of Exim Bank 7 7ChairpersonMr. P. MurariMr. B.R. GuptaMr. G.P. GuptaSecretary to the President of India before retiringfrom service in September, 1992. He has heldseveral key positions in various institutions andprofessional bodies. 7 7Executive Director of Life Insurance Corporation ofIndia (Investments) 7 7Chairman of Industrial Development Bank of Indiaand Chairman of Unit Trust of India. 7 7The Managing Director and the CFO of the Company are permanent invitees to the meetings of theCommittee. The statutory as well as internal auditors of the Company are also invited to the AuditCommittee Meetings. The Company Secretary acts as Secretary to the Committee.The Scope of the functioning of the Audit Committee is to review, from time to time, the internal controlprocedures, the accounting policies of the Company and such other functions as may be recommendedfrom time to time by SEBI, Stock Exchanges and/or under the Companies Act, 1956 which inter-aliainclude review of :(32)
CORPORATE GOVERNANCE REPORT1. Management Discussion and Analysis of financial condition and results of operations;2. Statement of significant related party transactions submitted by the management;3. Management letters/ letters of internal control weaknesses issued by the statutory auditors;4. Internal audit reports relating to internal control weaknesses; and the appointment, removal andterms of remuneration of the Chief internal auditor;5. Risk FrameworkOther Board Committees:The Names of the Committee, brief terms of reference and no. of meetings held during the year are asunder :-Name of the Date of Members Terms of reference No. ofCommittee constitution Meetingsheld in2007-08Risk Management 29.07.06 Chairman- Managing To review and reassess once on 20 thCommittee Director the risks of the businesses December,Members-Whole-time on an annual basis and to 2007Directorsdevelop an effective riskmitigation plan.ESOP 07.12.06 Mr. Kumar Mangalam Birla Formulating an ESOS Scheme, once on 23 rdCompensation Mr. H.J. Vaidya and its implementation, August,Committee Mr. B.R. Gupta administration and supervision 2007and formulating details termsand conditions in accordancewith SEBI Guidelines.IIIIVSubsidiary CompaniesThe Company has one material non-listed Indian Subsidiary Company namely Birla Sun Life InsuranceCompany Limited (BSLICL). The Audit Committee reviews the financial statements and investmentsmade by unlisted subsidiary companies. The minutes of the Board meeting as well as statements of allsignificant transactions of the unlisted subsidiary companies are placed regularly before the Board ofDirectors for their review.Mr. G.P. Gupta, an Independent Director of the Company is director of BSLICL.Disclosures(A) Basis of related party transactions:The Company places all the relevant details before the Audit Committee from time to time. Particularsof related party transactions are listed out in Schedule19 of the Balance Sheet forming part of theAnnual Report.(B) Disclosure of Accounting treatment:The Company has followed all relevant Accounting Standards while preparing the financial statements.(C) Risk Management :The Company has developed comprehensive risk management policy and it is reviewed by theAudit Committee, which in turn, informs the Board about the risk assessment and minimizationprocedures.With a view to strengthen the risk management framework and to continuously review and reassessthe risks that the businesses of the Company are confronted with, the Board of Directors in itsmeeting held on 29 th July, 2006, has constituted a Risk Management Committee comprising of all theWhole- time Directors including the Managing Director. The Committee reviews the business risksand mitigation plans on a regular basis.(33)
Page 2 and 3: Mr. G. D. Birla and Mr. Aditya Birl
Page 4 and 5: THE CHAIRMAN’S LETTER TO SHAREHOL
Page 7 and 8: THE CHAIRMAN’S LETTER TO SHAREHOL
Page 9 and 10: ADITYA BIRLA NUVO LIMITEDBOARD OF D
Page 11 and 12: FINANCIAL HIGHLIGHTS - STANDALONERs
Page 13 and 14: MANAGEMENT’S DISCUSSION AND ANALY
Page 33: CORPORATE GOVERNANCE REPORTGovernan
Page 37 and 38: CORPORATE GOVERNANCE REPORTEmployee
Page 39 and 40: CORPORATE GOVERNANCE REPORTAll the
Page 41 and 42: CORPORATE GOVERNANCE REPORTMEANS OF
Page 43 and 44: SOCIAL REPORTTranscending BusinessS
Page 45 and 46: SOCIAL REPORTMaking a difference -
Page 47 and 48: ENVIRONMENT REPORTElements for the
Page 49 and 50: SHAREHOLDER INFORMATION6c. Domestic
Page 51 and 52: SHAREHOLDER INFORMATION12. Share Tr
Page 53 and 54: SHAREHOLDER INFORMATION16. Demateri
Page 55 and 56: SHAREHOLDER INFORMATION21. Per Shar
Page 57 and 58: SHAREHOLDER INFORMATIONAccordingly,
Page 59 and 60: DIRECTORS’ REPORT TO THE SHAREHOL
Page 69 and 70: ANNEXURE ‘A’ TO THE DIRECTORS
Page 71 and 72: ANNEXURE ‘B’ TO DIRECTORS’ RE
Page 77 and 78: AUDITORS’ REPORT TO THE MEMBERSAn
Page 79 and 80: AUDITORS’ REPORT TO THE MEMBERS(x
Page 81 and 82: PROFIT & LOSS ACCOUNT FOR THE YEAR
Page 83 and 84: SCHEDULESSCHEDULE 2RESERVES & SURPL
Page 85 and 86:
SCHEDULESRs. CroresAs atAs atFace V
Page 87 and 88:
SCHEDULESSCHEDULE 7INVENTORIESAs at
Page 89 and 90:
SCHEDULESRs. CroresYear EndedYear E
Page 91 and 92:
SCHEDULESSCHEDULE 19SIGNIFICANT ACC
Page 93 and 94:
SCHEDULESSCHEDULE 19 (Contd.)SIGNIF
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
SEGMENT DISCLOSURES FOR THE YEAR EN
Page 123 and 124:
CASH FLOW STATEMENT FOR THE YEAR EN
Page 125 and 126:
AUDITORS’ REPORT ON THE CONSOLIDA
Page 127 and 128:
CONSOLIDATED PROFIT & LOSS ACCOUNT
Page 129 and 130:
SCHEDULES FORMING PART OF CONSOLIDA
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
SEGMENT DISCLOSURES FOR THE YEAR EN
Page 153 and 154:
CONSOLIDATED CASH FLOW STATEMENT AS
Page 156 and 157:
ANNEXURE ‘1’ OF STATEMENT PURSU
Page 158 and 159:
STATEMENT PURSUANT TO SECTION 212(8
Page 160 and 161:
ANNEXURE ‘A’ OF STATEMENT U/S 2
Page 162 and 163:
ANNEXURE ‘A’ OF STATEMENT U/S 2
Page 164:
ADITYA BIRLA NUVO LIMITEDRegistered
show all

2007-08 - Aditya Birla Nuvo, Ltd

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?