Annual Report FY 2009-10 - Welspun

C rp LtdCORPORATE GOVERNANCE REPORTI. PHILOSOPHY ON CORPORATE GOVERNANCE.The Board of Directors of the Company acts as a trustee and assumes fiduciary responsibility of protecting the interests of theshareholders and other stakeholders of the Company. The Board supports the broad principles of Corporate Governance. In orderto attain the highest-level good Corporate Governance practice, Board lays strong emphasis on transparency, accountability andintegrity.II.BOARD OF DIRECTORS.The Company's Board comprises individuals with considerable experience and expertise across a range of field such as finance &accounts, general management and business strategy.Composition and category of directors; attendance of each director at the board meetings and the last AGM; number of othercompanies on the Board or Committees of which, a director is a Director, Member or Chairperson; and number of board meetings,dates on which held, are as under:Name of the Director(01 ) Mr. B.K.Goenka -Chairman & Managing Director(02) Mr. Braja K.Mishra -Director$(03) Mr. M.L.Mittal – Executive Director-Finance(04) Mr. R.R.Mandawewala(05 ) Mr. K.H.Viswanathan(06) Mr. Rajkumar Jain(07) Mr. Ram Gopal Sharma(08) Mr. Nirmal Gangwal(09) Mr. N.Shankar -Nominee EXIM Bank(10) Mr. Asim Chakraborty - Whole timeCategoryBoardMeetingAttendedduring theYear 2009-10Attendanceat the LastAGMP, E 7 NoNE, NI 1 NoE 8 NoP, NE 5 NoNE, I 8 NoNE, I 8 YesNE, I 8 NoNE, I 6 NoNE, I, L 4 NoE, NI 3 YesNo. of other Directorship(as last declared to theCompany)Pub. Pvt Other14 5 4- 1 -11 3 313 2 162 3 -2 2 -4 - -3 2 -1 - -- 1 -Member /Chairperson inNo. of BoardCommitteesincluding otherCompanies ( aslast declared tothe Company)!6M-5M1C, 4M4C, 1M3C, 1M1C, 3M4M1M-! Chairmanship/membership of the Audit Committee and the Shareholders' Grievance Committee alone considered$ Ceased to be a director due to resignation w.e.f. 3rd October 2009.Abbreviations:P = Promoter, I = Independent, NI = Non Independent, E = Executive Director, NE = Non-Executive Director, L = Lenders, C=Chairperson,M=Member.8 meetings of the Board of Directors were held during the financial year 2009-10 on the following dates: 20th April 2009, 29th May 2009, 16th July 2009,3rd October 2009, 26th October, 2009, 31st December 2009, 21st January 2010 and 18th March 2010.III.AUDIT COMMITTEEa) Terms of reference: The terms of reference stipulated by the Board of Directors to the Audit Committee are as containedunder clause 49 of the Listing Agreement.b) CompositionThe Audit Committee was constituted by the Board of Directors at its meeting held on 23rd August, 1997 and was reconstitutedfrom time to time. The Committee comprises 4 non-executive independent directors. The Chairman of theCommittee is an independent director. The composition of the Committee and attendance of the members is givenhereunder:Name of the Member Member/ Chairman Number of Meetings AttendedMr. Rajkumar JainChairman 8Mr. K.H.ViswanathanMember 8Mr. Ram Gopal SharmaMr. N. ShankarMemberMember838 meetings of the Audit Committee of the Board of Directors were held during the financial year 2009-10 on following dates: 29th May2009, 16th July 2009, 20th July 2009, 26th October, 2009, 5th November 2009, 17th November 2009, 21st January 2010 and 1st February 2010.19