INDIAN RAYON AND INDUSTRIES LIMITED - Aditya Birla Nuvo, Ltd

5. The Board meetings should be held at least four times in a year, with a maximum time gap of four months between any twomeetings and all information recommended by the SEBI Committee should be placed at the Board.ØThe Board of Indian Rayon met 5 times during the year, as detailed aforesaid. The gap between any two meetings was notmore than 3½ months. Agenda papers were circulated to the members well in advance of each meeting. The Companyplaces before the Board the working of all divisions and statements containing status of various matters pursuant toCorporate Governance practices as recommended by the SEBI Committee on Corporate Governance and as required byClause 49 of the Stock Exchange Listing Agreement.6. As part of disclosures related to the Management, the Company should, in addition to the Director’s Report, provide a detailedManagement’s Discussion and Analysis in its Annual Report to shareholders.ØFrom 1998-99 onwards, the Company has been providing a detailed Management’s Discussion and Analysis in its AnnualReport.7. All company related information like quarterly results, presentation made by Companies to analysts may be put on company’sweb-site or may be sent in such a form so as to enable the stock exchange on which the company is listed to put it on its ownweb-site.ØIndian Rayon makes presentation to investors and analysts following the announcement of quarterly results. A copy of thePress Release and Presentations made to analysts are made available on the web-site of the Company (www.indianrayon.com)as well as of the Aditya Birla Group (www.adityabirla.com).8. There should be a separate section on Corporate Governance in the Annual Report, with details on the level of compliance by theCompany. Non-compliance of any mandatory recommendation with reasons thereof and the extent to which the non-mandatoryrecommendations have been adopted should be specifically highlighted.ØIndian Rayon introduced a separate section on Corporate Governance in its Annual Report for the year 1999-2000 and thepractice has been continued even during the year under review.9. The Non-Executive Chairman of the Company should be entitled to maintain an office at the Company’s expense and alsoallowed reimbursement of expenses incurred in performance of his duties. This will enable him to discharge the responsibilitieseffectively. (This is a non-mandatory recommendation)ØAt present, the Chairman does not have separate office in the Company. The Corporate Finance Division of the Companysupports the Chairman in discharging the responsibilities.10. A qualified and an independent “Audit Committee” should be set up by the Board. This would go a long way in enhancing thecredibility of the financial disclosures of a company and promoting transparency.ØIndian Rayon has an active Audit Committee, comprising of the following Independent/Non-Executive Directors:-(1) Ms Tarjani Vakil, Chairperson — Ex-Chairperson and Managing Director of Exim Bank.(2) Mr P. Murari, Member — IAS (Rtd.).(3) Mr B.R. Gupta, Member — Ex-Executive Director of Life Insurance Corporation of India.23