000_GMM Directors Report-Pg-1-18.indd - GMM Pfaudler Ltd

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GMM PFAUDLER LIMITEDAnnual Report 2009 - 2010REPORT ON CORPORATE GOVERNANCEA report for the financial year ended March 31, 2010 on thecompliance by the Company with the Corporate Governancerequirements under Clause 49 of the Listing Agreement, is furnishedbelow.1. Company’s Philosophy on the Code of Corporate GovernanceCorporate Governance primarily involves transparency, fulldisclosure, independent monitoring of the state of affairs andbeing fair to all stakeholders and is a combination of voluntarypractices and compliance with laws and regulations. TheCorporate Governance Code has also been incorporated inClause 49 of the Listing Agreements with the Bombay StockExchange Limited.The Company endeavors not only to meet the statutoryrequirements in this regard but also to go well beyond them byinstituting such systems and procedures as are in accordancewith the latest global trends of making management completelytransparent and institutionally sound.Your Company has always believed in the concept ofgood Corporate Governance involving transparency,empowerment, accountability and integrity with aview to enhance stakeholder value. The Company hasprofessionals on its Board of the Directors who are activelyinvolved in the deliberations of the Board on all importantpolicy matters.Your Company, as part of Robbins & Myers, Inc. Group (R&MGroup), also follows the Code of Conduct and CorporateGovernance norms adopted by the R&M Group.It has been, and continues to be, the policy of yourCompany to comply with all laws governing its operations, toadhere to the highest standard of business ethics andto maintain a reputation for honest and fair dealings.Your Board of Directors recognizes its responsibility tooversee and monitor management and the Company’s activitiesto reasonably assure that these objectives are achieved.Your Directors view good Corporate Governance as thefoundation for honesty and integrity and recognize theirfiduciary accountabilities to the shareholders. They arecommitted to continue the vigilance on these matters tomaintain your trust.It is paramount that GMM Pfaudler’s reputation for integrityand credibility remain at the highest standards for the benefitsof all stakeholders, employees, customers and suppliers.Declaration under Clause 49 of the Listing AgreementAs provided under Clause 49 of the Listing Agreement with theStock Exchange, I hereby declare that the Board Members andSenior Management Personnel have confirmed compliancewith the Code of Conduct for Board Members and SeniorManagement Personnel respectively for the year ended March31, 2010.For GMM Pfaudler LimitedAshok J. PatelManaging Director (CEO)MumbaiJuly 27, 20102. Board of DirectorsComposition and Status of Directors:The Board Directors of the Company comprises of sevenDirectors, i.e., two executive and five non-executive Directors.Four of the seven are Promoter Directors and three areIndependent Directors.Mr. P. Krishnamurthy, who is a non-executive and independentDirector, is the Chairman of the Board of Directors of theCompany.Mr. Ashok J. Patel is the Managing Director and Mr. Tarak A.Patel is the Executive Director of the Company.Mr. Christopher M. Hix was appointed as Alternate Directorto Mr. Kevin Brown.None of the directors are related to each other except that Mr.Tarak A. Patel who is son of Mr. Ashok J. Patel.Attendance at the Board Meetings and last Annual GeneralMeetingFour Board meetings were held during the year under reviewand the gap between two Board meetings did not exceedfour months. First meeting was held on April 27, 2009,Second on July 28, 2009, Third on October 15 , 2009 andFourth on January 25, 2010. Your Company continued thepractice of providing Conference Call facility to enable all theForeign Directors and Executives to participate and discussat the Board Meetings. Details of attendance of Directorsand Directorships in other Public Limited Companies are asunder:12
Name of DirectorNumber ofBoardMeetingAttendedParticipationthroughTeleconferenceAnnualGeneralMeetingMr. P. Krishnamurthy 4 – YesMr. Ashok J. Patel 4 – YesMr. Peter C. Wallace 0 2 NoMr. Kevin J. Brown 0 3 NoDr. S. Sivaram 2 – NoMr. Darius C. Shroff 4 – NoMr. Tarak A. Patel 4 – YesMr. Christopher M. Hix 0 1 N. A.Mr. Peter C. Wallace, Mr. Kevin J. Brown and Mr. Christopher Hixparticipated in Board Meetings through tele conference.Board Members and their Directorships in other Public Companies:Name of Director Status Directorshipin otherPublic Ltd.CompaniesNo. ofMemberships/Chairmanships ofother committeesMember ChairmanMr. P. Krishnamurthy Non Executive &5 Nil 1IndependentMr. Ashok J. Patel* Executive 4 Nil NilMr. Peter C.Non Executive Nil Nil NilWallace**Mr. Kevin J. Brown** Non Executive Nil Nil NilMr. Christopher M.Hix**Dr. S. SivaramMr. Darius C. ShroffNon Executive(Alternate toMr. Kevin Brown)Non Executive &IndependentNon Executive &IndependentNil Nil Nil2 Nil Nil6 2 3Mr. Tarak A. Patel* Executive 2 Nil Nil* Indian Promoter** Representing Foreign Promoter, viz., Pfaudler Inc. (R&M Group)Remuneration and Shareholding of Directors:Mr. Ashok J. Patel is an Indian Promoter /Managing Director ofthe Company. Mr. Tarak A. Patel is an Indian Promoter/ExecutiveDirector of the Company. Mr. Ashok J. Patel and Mr. Tarak A. Patelrespectively hold 4,98,120 and 172,275 share of the Company.Their remuneration structure is as under:Amount (` ‘000’)Sr. Particulars Ashok J. Patel Tarak A. PatelNo.1. Salary and allowances 3,300 18252. Provident Fund & other funds 1,028 3093. Perquisites 164 2904. Commission 5,740 –Total 10,233 2,524Non-Executive Director’s Compensation:Non-Executive and Independent Directors on the Board of theCompany are being paid sitting fees as under.(a)` 20,000 as sitting fees for each meeting of the Board ofDirectors and(b)` 5,000 as sitting fees for each meeting of Committees ofDirectors.Independent Directors are not paid any other remuneration / feesapart from sitting fees paid during the year under review. TheCompany does not have any stock option scheme provided toDirectors of the Company.Non-Executive Director’s Shareholding:The Non-Executive Directors do not hold any shares in theCompany.3. AUDIT COMMITTEE:The Audit Committee of the Company is duly constitutedin accordance Clause 49(II) of the Listing Agreement.Mr.P.Krishnamurthy, Dr. S. Sivaram and Mr. Darius Shroff arethe Members of the Committee and Mr. P. Krishnamurthy isthe Chairman of the Committee.Members of the Audit Committee are Non-Executive Directorsof the Company and possess knowledge of Accounts, Auditand Finance. The Company Secretary acts as Secretary to theAudit Committee. The Audit Committee met on four occasionsviz. April 27, 2009, July 28, 2009, October 15 , 2009 andJanuary 25, 2010. The minutes of the Audit CommitteeMeetings were noted at the Board Meetings. The Chairman ofthe Audit Committee was present at the 46th Annual GeneralMeeting of the company held on September 30, 2009. Theattendance at these meetings was as under:Name of Director Designation No. of MeetingsAttendedMr. P. Krishnamurthy Chairman 4Dr. S. Sivaram Member 2Mr. Darius C. Shroff Member 4Terms of Reference of the Audit Committee of the Board ofDirectors are as under:• To review the quarterly, half yearly and annual financialaccounts of the Company before submission to the Board forapproval.• To review operational results of subsidiary companies.• To discuss with Statutory and Internal Auditors about theinternal control systems and its compliances.• Recommending to the Board, the appointment, re-appointmentand if required replacement or removal of the statutoryauditors and the fixation of audit fees.• To investigate matters referred to it by the Board or asspecified.• To review the Statutory Auditor’s Audit Reports andmanagement’s response.13
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