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110
Sixty-Seventh Annual Report 2011-2012
GENERAL BODYMEETINGS
Special
Date
Year
Resolutions
Passed
August 12, 2011
2010-2011
NIL
September 1, 2010
2009-2010
NIL
August 25, 2009
2008-2009
NIL
Venue
: Birla Matushri Sabhagar,19, Sir Vithaldas Thackersey Marg,
Mumbai - 400 020
Time
: 3:00 p.m.
All resolutions moved at the last Annual General Meeting were
passed by a show of hands by the requisite majority of
members attending the meeting. None of the items to be
transacted at the ensuing meeting is required to be passed
by postal ballot.
DISCLOSURES
z
Details of related party transactions entered into by the
Company are included in the Notes to Accounts. Material
individual transactions with related parties are in the
normal course of business on an arm’s length basis and do
not have potential conflict with the interests of the
Company at large. Transactions with related parties entered
into by the Company in the normal course of business are
placed before the Audit Committee.
z
As at March 31, 2012, deposits held by the Directors of the
Company amounted to
`
52 lacs which were placed at the
rate of interest which is as applicable to the public,
employees and shareholders as per the terms of the fixed
deposit scheme.
z
The Company has complied with various rules and
regulations prescribed by stock exchanges, Securities and
Exchange Board of India or any other statutory authority
relating to the capital markets during the last 3 years.
No penalties or strictures have been imposed by them
on the Company.
z
In October 2010, the Company raised
`
3,351.01 crores
through Qualified Institutions Placement route (QIP),
which had been fully utilized for the purpose specified in
the offer document, as on March 31, 2012. Details of this
issue and end use were provided to the Audit Committee
on a quarterly basis.
z
The Audit Committee and the Board have adopted a
Whistle-Blower Policy which provides a formal mechanism
for all employees of the Company to approach the
Management of the Company (Audit Committee in
case where the concern involves the Senior Management)
and make protective disclosures to the Management
about unethical behaviour, actual or suspected fraud
or violation of the Company’s Code of Conduct or ethics
policy. The disclosures reported are addressed in the
manner and within the time frames prescribed in the
Policy. The Company affirms that no employee of the
Company has been denied access to the Audit Committee.
The status of compliance in respect of non-mandatory
requirements of Clause 49 of Listing Agreement is as
follows:
Chairman of the Board:
The Non-Executive Chairman
maintains a separate office, for which the Company does not
reimburse expenses.
At its meeting held on July 25, 2006, the Board of Directors
has adopted the Revised Guidelines (2006) regarding the
retirement age of Directors. In line with best practice to
continuously refresh the Board’s membership, the Board is
encouraged to seek a balance between change and continuity.
A tenure of 9 years may be considered a threshold for granting
further tenure for independent directors based,
inter alia
, on
the merit and contribution of each Director. The Nomination
Committee takes into consideration criteria such as
qualifications and expertise whilst recommending induction
of non-executive directors on the Board.
Remuneration Committee:
Details are given under the
heading “Remuneration Committee”.
Shareholder Rights:
Details are given under the heading
“Means of Communications”.
made by the Company’s non-listed subsidiaries during the year
under review.
The minutes of the subsidiary companies are placed before
the Board of Directors of the Company and the attention of
the Directors is drawn to signi f icant transactions and
arrangements entered into by the subsidiary companies. The
performance of its subsidiaries is also reviewed by the
Board periodically.