Appointment / Re-Appointment of Directors
Mr. Ashok Kajaria has been re-appointed as Chairman & Mg.
Directors of the Company for a period of 5 years w.e.f 1st
April 2016, subject to the approval of the shareholders in the
ensuing Annual General Meeting.
Mr. Basant Kumar Sinha has been re-appointed as Director
- Technical of the Company for a period of 3 years w.e.f 1st
April 2016, subject to the approval of the shareholders in the
ensuing Annual General Meeting. He is also liable to retire by
rotation and being eligible offered himself for re-appointment
at the ensuing Annual General Meeting.
The Board recommends for the appointment/ re-appointment
of the above directors.
Board Meetings
The Board meets at least once in every quarter to discuss and
decide on inter alia business strategies/ policies and review the
financial performance of the Company and its subsidiaries and
other items on agenda. Additional meetings are held when
necessary.
The notice of each Board Meeting is given in writing to each
director. The agenda along with the relevant notes and other
material information are sent to each director in advance and in
exceptional cases tabled at the meeting.
Also, the Board meetings of the Company have been held with
proper compliance of the provisions of Companies Act, 2013,
Listing Regulations and Secretarial Standards, as applicable
thereon.
During the financial year ended 31st March 2016, four (4)
Board Meetings were held, one in every calendar quarter and
the gap between two consecutive Board Meetings did not
exceed - one hundred and twenty days. The dates on which the
Board Meetings were held, are as follows:
29th April 2015, 20th July 2015, 20th October 2015, and 27th
January 2016.
Post meeting follow up Mechanism
All the important decisions taken at the Board / Committee
meetings are communicated to the concerned departments
/ divisions. Action Taken Report on decisions / minutes of
previous meetings is placed at the succeeding meeting of the
Board / Committee for noting & signing thereon.
Board Support
The Company Secretary attends the Board / Committee
meetings and advises on compliances with applicable laws and
governance.
Separate Meeting for Independent Directors
The Independent Directors of the Company meet at least once
in a calendar year without the presence of Executive Directors
and Management Personnel. Such Meeting reviews the
performance of Non- Independent Directors and the Board as a
whole, review the performance of Chairman of the Board, access
the quality, quantity and timeliness of the flow of information
between management and the Board that is necessary for it to
effectively and reasonably perform its duties.
One meeting of Independent Director was held during the year
on 27th January 2016.
Familiarisation Programme for Independent
Directors
At the time of appointing an Independent Director, a formal
letter of appointment is given to him/her, which inter-alia
explains the role, functions, duties and responsibilities expected
from him/her as a director of the Company. The Director is also
explained in detail the Compliance required from him under
the Companies Act 2013, Listing Regulations and other relevant
rules & regulations. The Chairman &Mg. Director also has one to
one discussion with the newly appointed director to familiarize
him/her with the Company’s Operations. The Board Members
are provided with necessary documents, reports and policies
to enable them to familiarise with the Company’s Procedures
and Practices. Periodic presentations are made at the Board and
Committee Meetings on Business and performance update of
the Company.
The familiarization program has been uploaded on the website
of the Company at
FamiliarisationProgrammeforIndependentDirectors.pdf.
ANNUAL REPORT 2015-16
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