INDIAN RAYON AND INDUSTRIES LIMITED - Aditya Birla Nuvo, Ltd

CORPORATE GOVERNANCEii)iii)iv) the directors have prepared the annual accounts on a going concern basis.SUBSIDIARY COMPANIESAditya Vikram Global Trading House Ltd.Birla Sunlife Insurance Company Ltd.Laxminarayan Investments Ltd.Rajnidhi Finance Ltd.PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.DIRECTORS34123Your company has always taken lead and is fully committed to good corporate governance practices. Your Directors are pleased toconfirm that your company endeavors to adhere to the standards set out by the Securities And Exchange Board of India’s (SEBI) CorporateGovernance practices and accordingly has implemented all the major stipulations prescribed. Your Company’s Statutory Auditors Certificatedated 26th April, 2001 in line with Clause 49 of the Stock Exchange Listing Agreement, validates our claim. This certificate is annexed toand forms part of the Directors’ Report.As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the “Directors Responsibility Statement” andconfirm that:i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanationrelating to material departures;the directors have selected such accounting policies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year andof the profit or loss of the company for that period;the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;In line with Section 212 of the Companies Act, 1956, the audited statements of accounts along with the report of the Board ofDirectors and the Auditors Report of the following Subsidiaries are annexed.The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956, are given in a separate Annexureto this Report. This annexure, however, is not sent with the Report and Accounts to the shareholders of the Company in keeping withthe provisions of Section 219(1)(b)(iv) of the Companies Act, 1956. Those of the Shareholders who are interested in obtaining theseparticulars may please write to the Company Secretary, at the Company’s Registered Office.Information relating to the conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, requiredunder Section 217(1)(e) of the Companies Act, 1956, is set out in a separate statement attached to this report and forms part of it.During the year, your Board has been further strengthened with the induction of two well-regarded professionals Ms. TarjaniVakil and Mr. Siddhartha Sen. Ms. Tarjani Vakil is Ex-Chairperson and Managing Director of Exim Bank and Mr. Siddhartha Sen is Ex-Group Marketing Advisor of Unilever Group of Companies in India.They fill up the causal vacancies caused by the resignation of Mr. D.S.Dahanukar and Mr. Ashwini Kumar Kanoria from the Boardof Directors of the Company. Your Directors record their sincere appreciation for the valuable services rendered by Mr. D.S.Dahanukarand Mr. Ashwini Kumar Kanoria during their tenure in the office.Mr. Kumar Mangalam Birla and Mr. B.L.Shah retire from office by rotation, and being eligible, offer themselves for reappointment.