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Corporate Governance


Report - (2004 - 05)


Company's philosophy on Corporate Governance

The Company has been practicing good Corporate Governance over the years upholding the Tata traditions and values. The Company has not only put in place the system for compliance of regulatory requirements but also the system for customers satisfaction and meeting the expectations of its stakeholders, employees and the society. It is the philosophy of the Company to continue to have accountability, transparency and integrity in all its business transactions and practices.

2 Board of Directors

The Board of the company consists of nine members comprising a non- executive chairman, seven other non-executive directors(out of them- Five are independent directors and one executive directors.

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Audit Committee

The Audit Committee of the Company was constituted on 20th April 1987. Presently, the Audit Committee comprises three non-executive directors - Dinesh Bahl (Chairman- upto 28.07.04)), Mr. S.P.Nagarkatte- Chairman, N Ramasubramanian (Member) and Chinubhai Shah (Member). The broad terms of reference of the Audit Committee were to review reports of the Internal Auditors and discuss the same at regular periodic intervals. The Scope of activities of the audit committee includes the areas laid down in section 292A of the companies Act’1956 and Clause-49 II(D) of the Listing agreement. During the year there were four meetings of the Audit Committee held on 3.05.04, 27.07.2004, 25.10.2004 and 28.1.2005. The committee has adopted an internal audit charter.



Remuneration Committee

The Remuneration Committee was constituted on 19th March 2001 to decide upon the compensation packages of the Whole time Directors within the broad frame-work of the Group policy, merit, company's performance and the terms of appointment were approved by the shareholders at the Annual General Meeting.

The Remuneration Committee comprises Mr.Chinubhai Shah (a non-excutive, independent Director) as chairman, Mr. Sujit Gupta and Mr. Dipak Banerjee as Members.

During the year one meetings of the remuneration committee were held on 30.04.04. which was attended by Mr. Dinesh Bahl and Mr. Sujit Gupta.

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Shareholders Committee

A Shareholder Grievance Committee was constituted on 19th March 2001 to specifically look into the redressal of shareholder's complaints like transfer of shares, non-receipt of balance sheet and any other grievances of the shareholders.



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