Board of Director & Management committee

 

 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.

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.Priya Ranjan Shrivastava ,

as a Chairman & Managing Director, Mr.Kamlendra Kumar as a Joint Managing

Director, Dr.Amaresh Kumar Singh as a Director Human Resources, Jugal Sah as

Investment Committee Director & Mr. Manoj Kumar 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. Bijay Kumar Gupta as Director Product Research Mr. Abinash Chandra

Verma as Director Audit Committee, Mr. Kunal Mishra as Director Corporate

Affairs & Mr. Mithilesh 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 2009 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 ( 2008 - 09 )






 Promoter's Name

14th  April 2009

21st July     2009

15th October 2009

18th February 2009

 


 

 Mithilesh Kumar

Absent

Present

Present

Present 

 PR Shrivastava

Present

Present

Present

Present 

 Kamlendra Kumar

Present

Present

Present

Present 

 Dr.Amaresh Kumar 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 ( 2008-09 )

 

14th April ,2009

21st July  2009

15th Oct 2009

18th Feb,10

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 )