INDIAN RAYON AND INDUSTRIES LIMITED - Aditya Birla Nuvo, Ltd

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123 24ØØTheagreedØNocompaniescompanyØThe Terms of Reference of the Audit Committee include various matters in conformity with the Statutory guidelines and interalia include the following:w Overview of Company’s financial reporting process and disclosure of its financial information to ensure that thefinancial statement is correct, sufficient and credible.w Recommending appointment and removal of external auditors, fixing their remuneration, fixation of audit fees etc.w Reviewing with the management the annual financial statements before submission to the Board.w Reviewing with the management, external and internal auditors, the adequacy of internal control systems.w Reviewing the adequacy of the Internal audit functions including the structure of the Internal Audit Department etc.w Discussion with Internal Auditors on any significant findings and follow up thereon.w Reviewing the findings of any internal investigations by the internal auditors where there is suspected fraud orirregularity or failure of internal control systems of a material nature and reporting the matter to the Board.w Discussion with external auditors before the audit commences of nature and scope of audit as well as post auditdiscussion to ascertain any area of concern.w Reviewing the company’s financial and risk management policies.w Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (incase of non-payment of declared dividends) and creditors.Four Audit Committee meetings have been held during the year ended 31 st March, 2001 to deliberate on the aforesaidmatters from time to time, the details of which are given in the table below.Name of DirectorNo. of MeetingsHeld AttendedMs Tarjani Vakil 4 3Mr P. Murari 4 4Mr B.R. Gupta 4 4Board should set up a “Remuneration Committee” to determine on their behalf and on behalf of the shareholders withterms of reference.Indian Rayon does not have any Executive and/or Whole-time Director on the Board. Hence a separate RemunerationCommittee is not required.Director should be a member in more than 10 committees or act as chairman of more than five committees across allin which he is a Director. Furthermore it should be a mandatory annual requirement for every director to inform theabout the committee positions he occupies in other companies and changes.As per the representations made by each of the directors, no Director of the Company is a member in more than 10Committees or Chairman of more than 5 Committees across all companies in which he/she is a Director.11.12.
13. The Company should provide a brief resume, expertise in specific functional areas and names of Companies, in which the personalso holds the directorship and the membership of Committees of the board, while appointing a new director or re-appointing anexisting director. These should form part of notice to shareholders.ØRelevant details form part of the explanatory statement of the Notice of the Annual General Meeting, annexed to thisAnnual Report14. Disclosures to be made to the Board by the management relating to all material, financial and commercial transactions, wherethey have personal interest, that may have a potential conflict with the interest of the company at large. These include dealing incompany shares, commercial dealings with bodies, which have shareholding of management and their relatives, etc.ØAll financial and commercial transactions, where the directors have personal interest, are being disclosed to the board onregular basis in accordance with the provision of Section 301 of the Companies Act. There are no transactions of materialnature that have been entered into by the Company with the Promoters, Directors or the Management, their subsidiaries orrelatives etc, that may have a potential conflict with interests of the Company.15. The half-yearly declaration of financial performance including summary of the significant events in last six-months, should besent to each household of shareholders. (This is a non-mandatory recommendation).Ø Half-yearly declaration of Financial Performance as well as a detailed Management Discussion and Analysis for the first halfyear ended 30th September 2000 was sent to all shareholders of the Company. The Company initiated the process from2000-01 onwards and intends to continue this process even in future.16. The financial institutions should under normal circumstances have no direct role in the decision making of the board of thecompany. They should normally not have nominees on the board, merely by virtue of their financial exposure in the Company.There is however a ground for the term lending institutions to have nominees on the Boards of the borrower companies, toprotect their interests as creditors. In such cases, the nominee directors should take an active interest in the activities of the boardand assume equal responsibility, as any other director on the board. (This is a non-mandatory recommendation).ØØMr B.R. Gupta represents Life insurance Corporation of India.This recommendation does not pertain to the Company.Other disclosures recommended by the SEBI Committee1. Details on Annual General Meetings1.1. Location and time, where last three AGMs heldØ The Company holds AGMs at its Registered Office at Veraval, Gujarat and details of the Meeting held during the lastthree years are as follows:Year Date of AGM Time1999-2000 26th May, 2000 10.00 a.m.1998-1999 17th September, 1999 2.00 p.m.1997-1998 6th August, 1998 11.00 a.m.1.2. Whether special resolutions were put through postal ballot last year? NO1.3. Are votes proposed to be conducted through postal ballot this year? NO25
Page 1 and 2: BOARD OF DIRECTORSShri Kumar Mangal
Page 3 and 4: Simultaneously, we will concentrate
Page 5 and 6: Mavoor, which were rendered unviabl
Page 7 and 8: SEGMENTAL ANALYSIS AND REVIEWThe ne
Page 9 and 10: On the upside is the structural cha
Page 11 and 12: Benefiting from the shifting focus
Page 13 and 14: • Volume Enhancement: Efforts on
Page 15 and 16: Outlook for Indian Rayon’s Insula
Page 17 and 18: Net ProfitNet Profit has gone up fr
Page 19 and 20: Birla Sunlife Insurance Company Ltd
Page 21 and 22: 1 Independent director means direct
Page 23: 5. The Board meetings should be hel
Page 27 and 28: Social ReportBeyond Business - Reac
Page 29 and 30: Environment ReportENVIRONMENTAL PRO
Page 31 and 32: Directors’ Report to the Sharehol
Page 33 and 34: Forays Into New Business Segments a
Page 35 and 36: AWARDS AND RECOGNITIONDuring the ye
Page 37 and 38: ii)iii)Insulator Division• Instal
Page 39 and 40: ANNEXUREForm-AForm for disclosure o
Page 41 and 42: xv)xvi)xvii)xviii)xix)xx)xxi)xxii)T
Page 43 and 44: Profit & Loss Account for the year
Page 45 and 46: SCHEDULE ‘3’ As at 31st As at 3
Page 47 and 48: SchedulesSCHEDULE ‘6’ (Contd.)I
Page 49 and 50: SCHEDULE ‘8’ As at 31st As at 3
Page 51 and 52: SCHEDULE ‘13’ 2000-01 1999-2000
Page 53 and 54: SchedulesSCHEDULE ‘19’SIGNIFICA
Page 55 and 56: SchedulesSCHEDULE ‘19’SIGNIFICA
Page 57 and 58: SchedulesANNEXURE IINFORMATION PURS
Page 59 and 60: BALANCE SHEET ABSTRACT AND COMPANY
Page 61 and 62: STATEMENT PURSUANT TO SECTION 212 O
Page 63 and 64: BALANCE SHEET AT 31 DECEMBER 2000IN
Page 65 and 66: BIRLA SUN LIFE INSURANCE COMPANY LI
Page 67 and 68: REVENUE ACCOUNTFor the period 4th A
Page 69 and 70: SCHEDULE-4BENEFITS PAID (NET)(Amoun
Page 71 and 72: SCHEDULE-10FIXED ASSETS(Amount in R
Page 73 and 74: Tax ProvisionThe tax provision as o
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MANAGEMENT REPORTIn accordance with
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BALANCE SHEETAs at 31st March, 2001
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STATEMENT PURSUANT TO SECTION 212 O
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BALANCE SHEETAs at 31st March, 2001
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Shareholder Information1. Annual Ge
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Relative Performance: Indian Rayon
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15. Categories of Shareholding as o
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INDIAN RAYON AND INDUSTRIES LIMITED - Aditya Birla Nuvo, Ltd

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