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Annual Report 2016-17

107

In this report, the signs below, wherever they appear, denote the following:

Y – Present for the meeting in person

N – Absent for the meeting

AVC – Present for the meeting through Audio / Video Conferencing (May or may not be valid in terms of the

Companies Act, 2013.)

NA – Not Applicable being not a director at the time of meeting / Not Applicable being not a member of the Committee

at the time of meeting

Table 2: Attendance of Directors at the Board Meetings and Annual General Meeting

Name of the Director

¡

--------------------------- Board Meetings ---------------------------

¢

Annual

General

Meeting

held on

July 22,

2016

April 23 &

24, 2016

June 10,

2016

July 22 &

23, 2016

October 21

& 22, 2016

November

22, 2016

January

20 & 21,

2017

Dr. Anand Deshpande

Y

Y

Y

Y

AVC

Y

Y

Ms. Roshini Bakshi

Y

N

N

N

AVC

Y

N

Mr. Pradeep Bhargava

Y

N

Y

N

Y

Y

Y

Mr. Sanjay Bhattacharyya

Y

N

Y

Y

N

Y

Y

Dr. Anant Jhingran*

N

N

AVC

AVC

NA

NA

NA

Mr. Thomas Kendra

N

N

Y

AVC

AVC

Y

Y

Mr. Mritunjay Singh

Y

Y

Y

Y

Y

Y

Y

Mr. Prakash Telang

Y

N

Y

Y

Y

Y

Y

Mr. Kiran Umrootkar

Y

Y

Y

Y

Y

Y

Y

*

Ceased to be the Director of the Company w.e.f. November 3, 2016.

2. Committees of the Board of Directors

As on March 31, 2017, the Company has 6 (si[) Committees of the Board of Directors viz. Audit Committee, Compensation

and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Nomination and Governance

Committee, Stakeholders Relationship Committee and E[ecutive Committee. The Board Committees were represented

by a combination of E[ecutive and Independent Directors. The Chairman of all the Committees was an Independent

Director.

As per the charter of respective Committees, Committees deliberate on the matters assigned / referred to it by the

Board or as mandated by the statutes. Information and data that is important to the Committees to discuss the matter

is distributed in writing to the members of the Committees well in advance of the meeting. Recommendations of the

Committees are submitted to the Board to take decision on the matter requiring Board’s decision. In any case, the

minutes of all Committee meetings are circulated to the Board members for information / noting.

The members of the Committee who are not able to participate in the meeting physically, generally participate through

tele-conferencing.

A. Audit Committee

Brief description

An Audit Committee was voluntarily constituted by the Board at its meeting held on April 23, 2004, even before the

Company was converted into a public limited company. The Committee was last re-constituted by the Board of Directors

at its meeting held on July 26, 2014.

The Audit Committee ensures prudent onancial and accounting practices, oscal discipline and transparency in onancial

reporting. In terms of one of its important terms of reference, the quarterly onancial statements are reviewed by the

Audit Committee and recommended to the Board for its adoption.