Financial Year - GMM Pfaudler Ltd

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GMM PFAUDLER LIMITEDAnnual Report 2010 - 2011REPORT ON CORPORATE GOVERNANCEA report for the financial year ended March 31, 2011 on thecompliance by the Company the Corporate Governancerequirements under Clause 49 on the Listing Agreement, isfurnished below.1. Company’s Philosophy on the Code of CorporateGovernanceCorporate Governance primarily involves transparency,full disclosure, independent monitoring of the stateof affairs and being fair to all stakeholders and is acombination of voluntary practices and compliancewith laws and regulations. The Corporate GovernanceCode has also been incorporated in Clause 49 of theListing Agreements with the Bombay Stock ExchangeLimited.The Company endeavors not only to meet the statutoryrequirements in this regard but also to go well beyondthem by instituting such systems and procedures as arein accordance with the latest global trends of makingmanagement completely transparent and institutionallysound.Your Company has always believed in the conceptof good Corporate Governance involving transparency,empowerment, accountability and integrity with a viewto enhance stakeholder value. The Company hasprofessionals on its Board of the Directors who areactively involved in the deliberations of the Board on allimportant policy matters.Your Company, as part of Robbins & Myers, Inc. Group(R&M Group), also follows the Code of Conduct andCorporate Governance norms adopted by the R&MGroup.It has been, and continues to be, the policy of yourCompany to comply with all laws governing itsoperations, to adhere to the highest standard ofbusiness ethics and to maintain a reputation for honestand fair dealings. Your Board of Directors recognizesits responsibility to oversee and monitor managementand the Company’s activities to reasonably assure thatthese objectives are achieved.Your Directors view good Corporate Governance asthe foundation for honesty and integrity and recognizetheir fiduciary accountabilities to the shareholders.They are committed to continue the vigilance on thesematters to maintain your trust.It is paramount that GMM Pfaudler’s reputation forintegrity and credibility remain at the highest standardsfor the benefits of all stakeholders, employees,customers and suppliers.Declaration under Clause 49 of the ListingAgreementAs provided under Clause 49 of the Listing Agreementwith the Stock Exchange, I hereby declare that theBoard Members and Senior Management Personnelhave confirmed compliance with the Code of Conductfor Board Members and Senior Management Personnelrespectively for the year ended March 31, 2011.For GMM Pfaudler LimitedAshok J. PatelManaging Director (CEO)Neunkirch, August 4, 20112. Board of DirectorsComposition and Status of Directors:The Board of Directors of the Company comprisesof seven Directors, i.e., two executive and five nonexecutiveDirectors. Four of the seven are PromoterDirectors and three are Independent Directors.Mr. P. Krishnamurthy, who is a non-executive andindependent Director, is the Chairman of the Board ofDirectors of the Company.Mr. Ashok J. Patel is the Managing Director and Mr.Tarak A. Patel is the Executive Director of the Company.Mr. Kevin J. Brown resigned from the Board on April28, 2011. Mr. Christopher M. Hix, who was earlier anAlternate Director to Mr. Kevin J. Brown, was appointedas Director on April 28, 2011 to fill in the casual vacancycaused by resignation of Mr. Kevin J. Brown.None of the directors are related to each other exceptfor Mr. Tarak A. Patel who is son of Mr. Ashok J. Patel.Attendance at the Board Meetings and last AnnualGeneral Meeting:Four Board meetings were held during the year underreview and the gap between two Board meetings didnot exceed four months. First meeting was held onApril 26, 2010, Second on July 27, 2010, Third onOctober 26, 2010 and Fourth on January 25, 2011.Your Company continued the practice of providingConference Call facility to enable all the ForeignDirectors and Executives to participate and discuss atthe Board Meetings.10
Details of attendance of Directors and Directorships in otherPublic Limited Companies are as under:Name of Director Number of Participation AnnualBoard through GeneralMeeting Tele- MeetingAttended conferenceMr. P. Krishnamurthy 4 -- NoMr. Ashok J. Patel 4 -- YesMr. Peter C. Wallace 1 3 NoMr. Kevin J. Brown 0 1 NoDr. S. Sivaram 3 -- NoMr. Darius C. Shroff 4 -- NoMr. Tarak A. Patel 4 -- YesMr. Christopher M. Hix 1 2 N. A.Mr. Peter C. Wallace, Mr. Kevin J. Brown and Mr. ChristopherHix participated in Board Meetings through tele-conference.Board Members and their Directorships in other PublicCompanies:Name of Director Status Directorship No. ofin other Memberships/Public Ltd. Chairmanships ofCompanies other CommitteesMemberChairmanMr. P. Krishnamurthy Non Executive &Independent 6 Nil 1Mr. Ashok J. Patel* Executive 4 Nil NilMr. Peter C.Wallace** Non Executive Nil Nil NilMr. Christopher M.Hix** Non Executive Nil Nil NilDr. S. SivaramMr. Darius C. ShroffNon Executive &Independent 2 Nil NilNon Executive &Independent 6 2 3Mr. Tarak A. Patel* Executive 2 1 Nil* Indian Promoter** Representing Foreign Promoter, viz., Pfaudler Inc. (R&MGroup)Remuneration and Shareholding of Directors:Mr. Ashok J. Patel is an Indian Promoter /Managing Directorof the Company. Mr. Tarak A. Patel is an Indian Promoter/Executive Director of the Company. Their remunerationstructure is as under:( ` in ‘000’)Sr. ParticularsAshok J. Patel Tarak A. PatelNo.1. Salary and allowances 6,912 2,1762. Provident Fund & other funds 2,154 2923. Perquisites 222 2094. Commission 712 -Total 10,000 2,677Non-Executive Director’s Compensation:Non-Executive and Independent Directors on the Boardof the Company are being paid sitting fees as under.(a)(b)` 20,000 as sitting fees for each meeting of theBoard of Directors and` 5,000 as sitting fees for each meeting ofCommittees of Directors.Independent Directors are not paid any otherremuneration / fees apart from sitting fees paid duringthe year under review. The Company does not haveany stock option scheme provided to Directors of theCompany.Non-Executive Director’s Shareholding:The Non-Executive Directors do not hold any sharesin the Company.3. Audit Committee:The Audit Committee of the Company is duly constitutedin accordance with Clause 49(II) of the ListingAgreement. Mr. P. Krishnamurthy, Dr. S. Sivaram andMr. Darius Shroff are the Members of the Committee andMr. P. Krishnamurthy is the Chairman of the Committee.Members of the Audit Committee are Non-ExecutiveDirectors of the Company and possess knowledge ofAccounts, Audit and Finance. The Company Secretaryacts as Secretary to the Audit Committee. The AuditCommittee met on four occasions viz. April 26, 2010July 27, 2010, October 26, 2010 and on January 25,2011. The minutes of the Audit Committee Meetingswere noted at the Board Meetings. The attendance atthese meetings was as under:Name of Director Designation No. of MeetingsAttendedMr. P. Krishnamurthy Chairman 4Dr. S. Sivaram Member 3Mr. Darius C. Shroff Member 4Terms of Reference of the Audit Committee of theBoard of Directors are as under:• To review the quarterly, half yearly and annualfinancial accounts of the Company beforesubmission to the Board for approval.• To review operational results of subsidiaryCompanies.• To discuss with Statutory and Internal Auditorsabout the internal control systems and itscompliances.• Recommending to the Board, the appointment,reappointment and if required replacement orremoval of the Statutory Auditors, Internal Auditorsand the fixation of audit fees.11
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GREEN INITIATIVE IN CORPORATE GOVER
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Financial Year - GMM Pfaudler Ltd

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