2007-08 - Aditya Birla Nuvo, Ltd

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CORPORATE GOVERNANCE REPORTShareholder’s Grievances Committee:The Company has an “Investor Relations and Finance Committee“ comprising of Mr. P. Muari, Mr. H.J.Vaidya, Mr. B.L. Shah, Dr. Bharat K. Singh, as the members, Mr. P. Murari is the Chairman of the Committee.The Committee looks into various issues relating to shareholders including transfer and transmission ofshares as well as non - receipt of dividend, Annual Report, shares after transfers and delays in transfer ofshares. In addition, the Committee looks into other issues including status of demateralisation/remateralisation of shares as well as systems and procedures followed to track investor complaints andsuggest measures for improvement from time to time.During the year under review, the Committee met 3 times to deliberate on various matters referredabove . Details of attendance by Directors for the Committee meetings are as follows:-Name of Director Non Executive / Independent No. of MeetingsHeldAttendedMr. P. Murari Independent 3 1Mr. H. J. Vaidya Independent 3 3Mr. B. L. Shah Non- Executive 3 3Dr. Bharat K. Singh Executive 3 3The Company Secretary acts as Secretary to the Committee. He is compliance officer of the Companyand also responsible for redressal of investor complaints.The Company’s shares are compulsorily traded and delivered in the dematerialised form in all StockExchanges, To expedite the transfer in the physical segment, necessary authority has been delegated toofficers, who are authorised to transfer upto 5000 shares under one transfer deed. Details of sharetransfers/transmission approved by the officers are placed before the Committee from time to time.Details of complaints received, number of shares transferred during the year, time taken for effectingthese transfers and the number of share transfers are given in the Shareholder Information section ofthis Annual Report.V. CEO/ CFO certification:The CEO and CFO certification of the financial statements and the cash flow statement for the year isenclosed separately at the end of the report.VI. Report on Corporate Governance:A separate section on Corporate Governance forms part of the Annual Report. Certificate form theStatutory Auditors confirming compliance with the conditions of Corporate Governance as stipulatedin clause 49 of the listing agreement of the Stock exchanges in India forms part of this report.VII General Body Meetings:Details of General Meetings:-Location and time, where last 3 Annual General Meetings (AGM) and Extra Ordinary General Meetings(EOGM) held:-Year AGM/EOGM Location Date Time2007-08 EOGM Regd. Office Veraval, Gujarat 6 th Feb, 2008 11.00 A.M.2006-07 AGM Regd. Office Veraval, Gujarat 1 st Aug, 2007 11:00 A.M.2005-06 AGM Regd. Office Veraval, Gujarat 17 th Aug, 2006 10:30 A.M.2004-05 AGM Regd. Office Veraval, Gujarat 24 th June, 2005 11:30 A.M.(36)
CORPORATE GOVERNANCE REPORTAll the following special resolutions set out in the respective Notices for previous three AGMs were passedby the Shareholders:Date of Section(s) Particulars of Special ResolutionAGM/EOGM24.06.2005 198, 269, 309 Approving the appointment of Mr. Sanjeev Aga as the ManagingDirector of the Company for a period of 5 years w.e.f. 1st May,2005.17.08.2006 16(1), 94 Increase and reclassification of Authorised Capital of the Companyand consequential alteration in the Capital Clause of theMemorandum of Association of the Company.17.08.2006 31 Alteration of Articles of Association of the Company due to increasein Authorised Capital of the Company.17.08.2006 198, 269, 309, 314 Approving the appointment of Mr. K.K. Maheshwari as the WholetimeDirector of the Company for a period of 5 years w.e.f. 1stOctober, 2005.17.08.2006 198, 269, 309, 314 Approving the appointment of Mr. Adesh Gupta as the WholetimeDirector of the Company for a period of 5 years w.e.f. 1stOctober, 2005.17.08.2006 198, 269, 309, 314 Approving the appointment of Mr. Rakesh Jain as the Whole-timeDirector of the Company for a period of 5 years w.e.f. 3rd April,2006.17.08.2006 198, 269, 309, 314 Approving the appointment of Mr. S.K. Mitra as the Whole-timeDirector of the Company for a period of 5 years w.e.f. 1st July,2006.17.08.2006 314 Approving the receipt of sitting fees by the Managing/ WholetimeDirectors of the Company for attending meetings of the Boardof Directors / Committee of Directors of the Company’s subsidiariesor Companies promoted by Aditya Birla group.17.08.2006 81(1A) Approving for further issue and allotment of equity shares/securities as may be required to the members of the Company orto the persons other than the members of the Company.01.08.2007 198, 269, 309, 314 Approving the appointment of Dr. Bharat K. Singh as the ManagingDirector of the Company for a period of two years w.e.f. 1 stNovember, 2006.01.08.2007 198, 269, 309, 314 Approving the re-designation of Mr. Vikram Rao as the WholetimeDirector of the Company for a period of five years w.e.f. 1 stNovember, 2006.06.02.2008 81(1A) Approving the issue and allotment of 2,05,00,000 Warrants toPromoter and/or Promoter Group of the Company on a preferentialbasis.(37)
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
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Page 43 and 44: SOCIAL REPORTTranscending BusinessS
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Page 47 and 48: ENVIRONMENT REPORTElements for the
Page 49 and 50: SHAREHOLDER INFORMATION6c. Domestic
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Page 77 and 78: AUDITORS’ REPORT TO THE MEMBERSAn
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Page 81 and 82: PROFIT & LOSS ACCOUNT FOR THE YEAR
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SCHEDULESRs. CroresYear EndedYear E
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SCHEDULESSCHEDULE 19SIGNIFICANT ACC
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SCHEDULESSCHEDULE 19 (Contd.)SIGNIF
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SEGMENT DISCLOSURES FOR THE YEAR EN
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CASH FLOW STATEMENT FOR THE YEAR EN
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AUDITORS’ REPORT ON THE CONSOLIDA
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CONSOLIDATED PROFIT & LOSS ACCOUNT
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SCHEDULES FORMING PART OF CONSOLIDA
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SEGMENT DISCLOSURES FOR THE YEAR EN
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CONSOLIDATED CASH FLOW STATEMENT AS
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ANNEXURE ‘1’ OF STATEMENT PURSU
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STATEMENT PURSUANT TO SECTION 212(8
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ANNEXURE ‘A’ OF STATEMENT U/S 2
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ANNEXURE ‘A’ OF STATEMENT U/S 2
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ADITYA BIRLA NUVO LIMITEDRegistered
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2007-08 - Aditya Birla Nuvo, Ltd

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