S.No.Date of BoardMeetingBoard’s StrengthNo. of DirectorsPresent1.2.3.4.5.17/05/200725/06/2007<strong>31</strong>/07/200723/10/200730/01/<strong>2008</strong>6777767676b) Board's ProcessesIt is always been the Company's policy and practice that apart from matter requiring Board's approval by statute, all major decisionsincluding quarterly results of the Company, financial restructuring, capital expenditure proposals, collaborations, material investmentproposals in joint venture / group companies, sale and acquisition of material nature of assets, mortgages, guarantees, donations etc, asand when applicable, are placed before the Board.The minimum information required as per Code of Corporate Governance, is being made available to the Board as and when applicable.The Board meets at least once a Quarter. The Board Meetings are generally scheduled well in advance and the notice of each BoardMeeting is given in writing to each Director. The items placed at the meeting of the Board include the following:-1. Unaudited quarterly/half yearly financial results and audited annual accounts of the company.2. Minutes of meeting of Audit, Shareholders Grievance Committee, Remuneration Committee along with the Minutes of the subsidiaryCompany.3. Abstract of circular resolution passed, general notices of interest and Sales and /or purchase of investments, fixed assets, if any.4. Review of compliance of all laws applicable to the company including the requirement of the Listing Agreement with the Stock Exchangeand steps taken by the company to rectify instances of non compliance, If any.5. Related party transaction, if any.6. Reviewing the company's financial and risk management policies.7. Reviewing the business plan and strategy of the company.All the items in agenda are accompanied by notes giving comprehensive information on related subject and in certain matters such asfinancial/business plans, financial results, detailed presentations are made. The agenda and relevant notes are given to each Directorseparately at the Board Meeting to enable the Board to take informed decisions.The minutes of the Meeting of the Board are circulated to all Directors and confirmed at the subsequent meeting. The minutes of the AuditCommittee, Remuneration Committee and Shareholders' Grievance Committee are also individually given to the members of theCommittee and thereafter placed before the Board at the subsequent board meeting for taking on record.3. COMMITTEES OF THE BOARDCurrently, the Board has three Committees: (A) Audit Committee, (B) Remuneration Committee, (C) Investor Grievance and ShareTransfer Committee. The brief details of the various committees of the Board and their constitution and functions are as under:A. Audit Committeea) Composition and AttendanceThe Audit Committee comprises of three Non-Executive Independent Directors. The Composition of the Audit Committee is as follows:S.No.1.2.3.Name of DirectorsMr. Sandeep DinodiaMr. Manmohan SachdevMr. A.V. AlexanderStatusChairmanMemberMemberCategory ofMembershipNon-ExecutiveIndependent DirectorNon-ExecutiveIndependent DirectorNon-ExecutiveIndependent DirectorThe Audit Committee had met four times during the Financial <strong>Year</strong> April 1, 2007 to <strong>March</strong> <strong>31</strong>, <strong>2008</strong>. The attendance of the meetings are asunder :-S.No.123DirectorsMr. Sandeep DinodiaMr. Manmohan SachdevMr. A.V. AlexanderNo. of Meetings attended34412
<strong>Lumax</strong> <strong>Auto</strong> <strong>Technologies</strong> <strong>Ltd</strong>.Statutory Auditors, Managing Director, are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as theSecretary to the Audit Committee.The Chairman of the Audit Committee attended the last Annual General Meeting, held on 26-09-2007.The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the guidelines set out in the ListingAgreement. The Audit Committee of the Company, inter-alia, provides assurance to the Board on the existence and adequacy of aneffective Internal Control systems that ensures:• Efficiency and effectiveness of operations.• Safeguarding of Assets and adequacy of provisions for all liabilities.• Reliability of all financial and other management information and adequacy of disclosures.• Compliance with all relevant statutes.The Committee has powers as envisaged under Clause 49(II) of the Listing Agreement and as specified by the Board of Directors of theCompany and includes the following terms of references:-b) Powers of Audit CommitteeAudit Committee shall have following Powers:a) To investigate any activity within its terms of referenceb) To seek any information from any employee.c) To obtain outside professional legal advice.d) To secure attendance of outsiders with relevant expertise, if considered necessary.c) Role of Audit Committee1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financialstatement is correct, sufficient and credible.2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditorand the fixation of audit fee.3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.4. Reviewing, with management, the annual financial statements before submission to the Board for approval with particular referenceto:a. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of clause(2AA) of Section 217 of the Companies Act, 1956.b. Changes, if any, in accounting policies and practices and reasons for the same.c. Major accounting entries involving estimates based on the exercise of judgement by management.d. Significant adjustments made in the financial statements arising out of audit findings.e. Compliance with Listing and other legal requirements relating to financial statements.f. Disclosure of any related party transactions i.e. transactions of the company of material nature, with promoters or themanagement, their subsidiaries or relatives etc., that may have potential conflict with the interests of company at large.g. Qualifications in Draft Audit Report.5. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.6. Reviewing with the management, performance of the Statutory and Internal Auditors, adequacy of Internal Control systems.7. Reviewing the adequacy of Internal Audit function, if any, including the structure of the internal audit department, staffing and seniorityof the official heading the department, reporting structure coverage and frequency of Internal Audit.8. Discussion with Internal Auditors on any significant findings and follow-up thereon.9. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularityor a failure of internal control system of a material nature and reporting the matter to the Board.10. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussionto ascertain any area of concern.11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.12. To Review the functioning of Whistle Blower mechanism, in case the same is existing.13. Carrying out any other function, which may be specified as a role of the Audit Committee under amendments, if any, from time to timeas per the listing agreement, Companies Act, 1956, and other statutes.d) Review of information by Audit Committee13