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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. |
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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 |
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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 Act1956 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.
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Remuneration
Committee |
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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 |
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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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