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Annexure -4
A brief statement on company's philosophy on code of governance
Board of Directors:
Attendance of each director at the BoD meetings and the last AGM. Number of other BoDs or Board Committees he/she is a member or Chairperson of. Details of any financial transaction of directors with the company, its promoters and its management. Number of BoD meetings held, dates on which held
Audit Committee
Brief description of terms of reference Composition, name of members and Chairperson
Meetings and attendance during the year
Remuneration Committee
Brief description of terms of reference Composition, name of members and Chairperson Attendance during the year Remuneration policy Details of remuneration to all the directors, as per format in main report.
Shareholders Committee
Name of non-executive director heading the committee Name and designation of compliance officer Number of shareholders complaints received so far Number not solved to the satisfaction of shareholders Number of pending share transfers
General Body meetings
Location and time, where last three AGMs held. Whether special resolutions Were put through postal ballot last year, details of voting pattern. Person who conducted the postal ballot exercise Are proposed to be conducted through postal ballot Procedure for postal ballot
Disclosures
Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large. Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
Means of communication
Half-yearly report sent to each household of shareholders. Quarterly results Which newspapers normally published in. Any website, where displayed Whether it also displays official news releases; and The presentations made to institutional investors or to the analysts. Whether MD&A is a part of annual report or not.
Adequacy of internal audit function
General Shareholder information
AGM : Date, time and venue Financial Calendar Date of Book closure Dividend Payment Date Listing on Stock Exchanges Stock Code Market Price Data : High., Low during each month in last financial year Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc. Registrar and Transfer Agents Share Transfer System Distribution of shareholding Dematerialization of shares and liquidity Details of use of public funds obtained in last three years. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity Plant Locations Address for correspondence
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