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Number of Board Meetings held during the year ended 31" March, 2004 and Dates of the Meetings.
During the year under review, five Board Meetings were held and the gap between any two meetings did not exceed four
months. The dates on which Board meetings were held are 28th April, 2003; 30th July, 2003; 24 September, 2003; 21st
October, 2003 and 20" January, 2004. Besides the statutory requirements/items requiring the Board's attention, all significant
and material information has been placed before the Board as per Clause 49 of the Listing agreement.
I Committees of the Board
The constitution of the Audit Committee and the Remuneration Committee remained unchanged while the Share Transfer cum
Shareholders'/Investors' Grievance Committee has been reconstituted by the Board during the year under review in view of
the changes in the Board aforesaid. All the Committees are delegated with adequate powers to discharge the functions as
described in their terms of reference.
A) Audit Committee
Composition
The Audit Committee for the financial year ending on 31 March, 2004 comprised of Shri R. R. Kumar (as Chairman), Shri
Bharat B. Merchant and Shri M. H. Patil, non-executive independent Directors of the Company. Shri R.R.Kumar, former
Chairman and Managing Director of Union Bank of India is having good financial and accounting background. Shri Kamal K.
Gupta, Vice President (Corporate Affairs) & Secretary is the Secretary of the Committee.
During the year ended 31s March, 2004, three meetings of the Audit Committee were held on 28 April, 2003, 30th July, 2003 and
21 1 October, 2003, meeting the requirement of holding one meeting every six months and one meeting before finalisation of
annual accounts. Required quorum was present during the aforesaid meetings. The Director (Finance), Vice President
Finance), the Head of the Internal Audit and the representatives of the Statutory Auditors were invitees at the meetings of the
Audit Committee. The invitees have attended all the Audit Committee Meetings during the year 2003-04.
The Committee inter alia dealt with accounting matters, financial reporting, internal controls. The powers and terms of
reference of the Audit Committee are in line with the requirements of Clause 49 of the Listing Agreement as well as Section
292A of the Companies Act, 1956.
B) Remuneration Committee
The Remuneration Committee for the financial year ending on 315 March, 2004 comprised of Directors, Shri R. R. Kumar, Shri
Bharat B. Merchant and Shri M. H. Patil, with Shri R. R. Kumar as the Chairman. The Remuneration Committee, besides acting
in terms of the Code of Corporate Governance of the Listing Agreement, is also required to function as per the provisions of
Schedule XIII and other applicable provisions of the Companies Act, 1956. The Committee decides and approves remuneration
of executive Directors at appointment and revision in the same.
Three meetings of the remuneration Committee were held during the year on 28th April, 2003; 30th July, 2003 and 21st October,
2003. Required quorum was present during these meetings.
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Source: https://www.industrydocuments.ucsf.edu/docs/fsgj0223

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