Output Explorer

GTL
REPORT ON CORPORATE GOVERNANCE FOR THE
YEAR 2004-2005
(As required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges)
Company's Philosophy on Code of Corporate Governance
The Company firmly believes in and has consistently endeavoured to practice good Corporate Governance. It endeavours to provide
detailed information on various issues concerning the Company's business and financial performance to the shareholders.
The spirit of Corporate Governance has prevailed in the Company and has influenced its decisions and policies. The Company firmly
believes in the values of transparency, professionalism and accountability in its dealings with its customers, suppliers, lenders, employees
and with every individual who comes in contact with the Company.
The following is the report on the status and progress made on major aspects of Corporate Governance:
Board of Directors
At the beginning of the financial year, the Company had seven Directors on its Board, of which three were executive Directors, i.e. one
Managing Director and two Whole-time Directors; one Nominee Director appointed by the Board for Industrial and Financial Reconstruction
B.I.F.R.) and three non-executive directors. Shri J.P. Khetan was reappointed as Managing Director of the Company with effect from
1st August, 2003. Shri Viney Mehra was re-appointed as Whole time Director of the Company in the Annual General Meeting dated
24th September 2004. Shri A.K. Joshi was appointed as Director, liable to retire by rotation, of the Company in the Annual General Meeting
dated 24 September 2004. Shri Chandra Shankar ceased to be a Special Director under a direction issued by the B.I.F.R. with effect
rom 5th July, 2004 and Shri R. V. lyer was appointed in his place by the Board for Industrial and Financial Reconstruction (B.I.F.R.) w.e.f.
7th September, 2004
The present strength of the Board is seven Directors, consisting of three executive Directors and four non-executive Directors. All the
seven of them are independent Directors. The Company did not have any pecuniary relationship or transactions with non executive directors
except payment of sitting fees, re-imbursement of expenses incurred for travel etc. for attending Board/Committee meetings.
The detailed disclosures of the Board of Directors as required under the code are as follows:
Name of
Category
No. of Board
Whether
Number of
No. of Committee
the Directors
meetings
attended
Directorships in
positions held in
attended out of 5
AGM held on
Other Companies *
other Companies *
Board Meetings
24.09.2004
held during the
year 2004-05
Chairman
Member@
Chairman | Member @
Shri R.R. Kumar | Non-executive,
Independent
5
Yes
2
4
Shri J. P. Khetan | Managing Director,
independent
5
Yes
Shri Viney Mehra | Whole-time Director,
Independent
S
Yes
Shri A.K. Joshi
Whole-time Director,
independent
5
Yes
Shri M. H. Patil
Non-executive,
ndependent
2
No
Shri Bharat
Non-executive,
B. Merchant
ndependent
5
Yes
2
Shri R. V. lyer
B.1. F.R Nominee,
Independent
2(out of 2 meetings)
No
5
Shri Chandra
B.I. F.R Nominee,
Shankar
Independent
1(out of 1 meeting)
No
2
Excluding directorship in Private Companies.
a
Does not include Chairman, Member
11
Source: https://www.industrydocuments.ucsf.edu/docs/gsgj0223

Answer the question using only the OCR text from a single document page. Return only the answer, with no explanation. Preserve the answer wording from the OCR text when possible.