Executive Management Committee  ( 2011 -12 )

The Executive Management Committee assists the Chairman & Managing Director, to whom the daily running has been delegated by the Board, to efficiently and effectively manage the by the Board.

The main objective of the Committee is to assist the Chairman & Managing Director to guide and control the overall direction of the business of the Company and should have to act as a medium of communication and co-ordination between the various business units. As the Committee members attend the Board Meetings, direct reporting and feedback is given to the Board of Directors.

Re-election of Chairman & Managing Director, Joint Managing Director, Human Resources Director, Investment Committee Director & Legal Advisor .

The Board unanimously supports the re-election of Mr.P. R. Shrivastava , as a Chairman & Managing Director, Mr.K. Kumar as a Joint Managing Director, Dr.A. K.Singh as a Director Human Resources, J. Sah as Investment Committee Director & Mr. M. K.Thakur as a Legal Advisor of the Company.

Board Of Director Of the Company declares the following resolution as an ordinary resolution:

"That for all other purposes, Shareholders of the Company has decided to create Four additional post in the Board of Directorship namely - Dr. B. K.Gupta as Director Product Research Mr. A. C.Verma as Director Audit Committee, Mr. K. Mishra as Director Corporate Affairs & Mr. M.Kumar as Director Welfare Committee on the terms and conditions in the Explanatory Memorandum accompanying this Notice of Meeting."

Board of Directors

i) Composition

There is a clear procedure for appointments to the Board. Such appointments are formal and transparent and a matter for the Board as a whole. There is a clear division of responsibility to ensure a balance of power, such that no one individual has unfettered powers of decision-making. At 31 March 2011 the Board comprised Non-Executive and Executive Directors who, with their experience, knowledge and skill, add to the successful operation of the Company.

ii) Chairman and Managing Director

• Managing the Executive Committee is the responsibility of the Chairman & Managing Director, Mr.Priya Ranjan Shrivastava

iii) Shareholder Representation

      Board:·      

• Mr Kamlendra Kumar
• Mr. Manoj Kumar Thakur
• Mr. Jugal Sah
• Mr. Kunal Mishra
• Mr. Mithilesh Kumar 
• Dr. Bijay Kumar Gupta  
• Dr. Amaresh Kumar Singh    
  

Audit Committee:       

• Mr. Abinash Chandra Verma     
• Mr Tarun Kumar (Advocate), although he is not a Board Member

Investment Committee:

• Mr. Jugal Sah

Remuneration Committee:

• Mr Tarun Kumar , although he is not a Board Member. 

Transformation Committee:

• Dr.Amaresh Kumar Singh.

iv) Functions

As the Board is ultimately accountable and responsible for the performance and affairs of the Company, it is the Board's responsibility to adopt strategic plans, monitor operational performance and management, ensure an effective risk management strategy is in place and ensure compliance with applicable legislation by the Company.

v) Meetings

The Board of Directors meets quarterly. Prior to the meetings, all Board Members timeously receive a comprehensive Board pack with all the relevant documents for Board Members to study in order to make informed decisions at the meetings.

Register of Director

The company is required to maintain registers relating to its directors for the information of the registrar of companies. There are mainly three registers which contain information relating to the directors namely :-

• Register of director (sec. 303) ,
• Register of directors share holding (sec. 307).
• Register of contracts ,companies and firms in which directors are interested (sec. 301).
• Every company should maintain a register of directors in its registered office containing information about the directors, managing director, manager and  secretary .
• The register should contain following particulars :
• Full name of directors etc, his father name, full  Address, name of  wife / husband  (if married), nationality, his occupation and date of birth etc.
• Sec. 303(2) requires that the copy of contents of the register in the prescribed form should be sent to the ROC within thirty days from the date of appointment.
• Any change in the managerial personnel including the directors should be notified to the registrar within thirty days from the date of such change -sec. 303(2).
• The directors must inform the company of any change for being recorded in the register within thirty days from such change and penalty for default may extend up to 500 Rs. Sec.-305.
• Sec 308 of the act casts a duty on the Directors and persons deemed to be directors to make disclosure of the shareholdings to enable the company to make necessary entries in the register of Directors.
• Any director who fails to comply with this provision shall be punishable with -
• imprisonment for a term which may extend up to two years-sec. 308(3).
• Sec. 301- Register of contracts, firms and companies in which directors are interested.
  

Attendance Register ( 2011 - 12 )

Promoter's Name	14th  April 2011	21st July     2011	15th October 2011	18th January 2012
Mithilesh Kumar	Absent	Present	Present	Present
PR Shrivastava	Present	Present	Present	Present
Kamlendra Kumar	Present	Present	Present	Present
Dr.Amaresh Kr Singh	Present	Present	Present	Present
Manoj Kumar Thakur	Present	Present	Present	Present
Jugal Sah	Present	Present	Present	Present
Kunal Mishra	Present	Absent	Present	Present

Executive Management Committee

The Executive Management Committee assists the Chairman & Managing Director, to whom the daily running has been delegated by the Board, to efficiently  and effectively manage the by the Board. The main objective of the Committee is to assist the Chairman & Managing Director to guide and control the overall direction of the business of the Company and to act as a medium of communication and co-ordination between the various business units. As the Committee members attend the Board Meetings, direct reporting and feedback is given to the Board of Directors.

Board Committees

Audit Committee

Composition       

•  Mr. Abinash Chandra Verma ( Audit Committee Director )
•  Mr. Kamalendra Kumar (Joint Managing Director)
•  Mr. Tarun Kumar (Advocate) (Independent Non-Executive Director)
  

Two of the Executive Directors as well as management representation attend the Audit Committee meetings.

Meetings The Audit Committee meets quarterly with the internal and external auditors and management to review the effectiveness of internal controls. All the members are financially literate and no relationships exist that could interfere with the members independence from management.

Attendance Register ( 2011-12 )

	14th April 2011	21st July  2011	15th Oct 2011	18th Jan 2012
Abinash Chandra Verma	Present	Present	Present	Present
Kamalendra Kumar	Present	Present	Present	Present
Tarun Kumar (Advocate)	Present	Present	Present	Present

Remuneration Committee

i) Composition

• Mr. Uday Kant Thakur (Rtd.ADJ), ( Independent Non-Executive Director)
• Mr. Tarun Kumar (Independent Non-Executive Member)

ii) Functions

The Remuneration Committee is there to establish a transparent procedure to determine the policy and approach the Company should follow with regard to remuneration and the determination of the remuneration packages for the Directors and Senior Executives, taking cognisance of market related packages, skill, experience and to avoid potential conflicts of interest.

iii) Meetings

The Committee meets when necessary, and such meetings normally coincide with the Board Meetings.

Product Research & Development Committee

• Dr. Bijay Kumar Gupta ( Director )

Corporate Affairs Committee

• Mr. Kunal Mishra ( Director )

Outside Director

• Mr. Uday Kant Thakur ( Non Executive Independent Director )
• Mr. Tarun Kumar ( Audit Committee Member )