CORPORATE GOVERNANCE |
BOARD OF DIRECTORS |
| The Board of the Company comprises of Nine Directors out of which Chairman is Managing Director while other Two Directors are Executive Directors. One of the promoters Director is non Executive. The other Five Directors are independent Directors. There is no nominee or Institutional Directors in the Company. No Director of the Company is either member in more than ten committees and/or Chairman of more than five committees across all Companies in which he is Director. |
Tenure: |
| As per the provisions of the Companies Act, 1956, two third of the Board of directors (excluding the chairman & managing director and the executive directors) should be retiring by rotation. The executive directors are appointed by the shareholders for the maximum period of five years but are eligible for re - appointment on completion of their term. The tenure of the Chairman & Managing Director along with two Executive Directors is up to 31.08.05. |
| Board Meeting: |
| The meetings of the Board of Directors are held in Domibavli , Thane . The Board meets at least once in quarter to review the quarterly performance and the financial results. The Company Secretary in consultation with the chairman prepares the agenda of the meetings and the board papers are circulated to the directors in advance. The members of the board have access to all information on the company, Senior Managers are invited to attend the board meeting and provide clarifications as & when required. |
| Board Committees: |
| To enable better and more focused attention on the affairs of the company, the board delegates particular matters to committees of the board set up for the purpose. |
| Audit Committee: |
| Pursuant to the provisions of section 292(A) of The Companies Act, 1956 & clause 49 of Listing Agreement, an Audit Committee comprising of 3 Directors has been constituted. |
| Following are the members of the committee |
| 1. Mr. N. G. Mane - chairman |
| 2. Dr. J. H. Shah - Member |
| 3. Mr. Suresh Iyer - Member |
| Areas of reference of the Audit Committee are as per following: |
| 1. Approving and implementing the Audit procedures and techniques. |
| 2. Reviewing audit reports of both statutory and internal auditors with the management. |
| 3. Reviewing financial reporting systems, internal control systems and control procedures. |
| 4. Ensuring compliance with regulatory guidelines. |
| 5. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. |
| 6. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. |
| 7. Reviewing, with the management, the quarterly financial statements before submission to the board for approval. |
| 8. Reviewing, with management, performance of statutory and internal auditors, adequacy of the internal control systems. |
| 9. Reviewing the finding of any internal investigations by the internal auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems 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 discussion to ascertain any area of concern. |
| Remuneration Committee |
| The Stock Exchange Listing Agreement stipulates that the Remuneration Committee should comprise of at least three Independent Directors accordingly the company constituted committee. |
Following are the members of the committee |
| 1. Mr. N. G. Mane - chairman |
| 2. Dr. J. H. Shah - Member |
| 3. Mr. Suresh Iyer - Member |
| Code of conduct (attach sheet) |
| Shareholders Service . |
| In order to enable our Investors Service Cell to improve its services to you, kindly mail the complaints to the below given email address, giving reference of complaints of M/s Indo Amines Limited. |