Corporate Governance Statement

 

 

: Corporate Governance Statement :

The Board

Members, management and staff members of Oriscon Biotech India

Private Limited (the Company) fully support and are committed to

compliance with the MCA 21 Report on Corporate Governance, in

terms of which its shareholders and stakeholders are assured that

the Company is being managed ethically and in compliance with

legislation and best practices.

 Board of Directors

 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.

Chairman and Managing Director Managing the Executive Committee

is the responsibility of the Chairman & Managing Director, Mr.Priya

Ranjan Shrivastava

 

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.

 

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 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 ORISCON BIOTECH (I) PVT

LTD (Company) and to enforce the strategic plans as approved 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.

The objective of the Audit Committee is to assist the Board in

discharging its duties relating to the safeguarding of assets,

operation of adequate systems, control processes and the

preparation of accurate financial reporting and statements in

compliance with all applicable legal requirements and accounting

standards. The responsibilities include the review of the full year's

financial statements prior to the submission to the Board.

The Audit Committee ensures that the Annual Financial Statements

of ORISCON BIOTECH (I) PVT LTD are true and fair presentation of

the financial position at year-end. The functions of the Committee

include inter alia the following:  Monitor corporate risk assessment

processes;  Review internal control systems; Oversee the

performance of the internal audit function;  Review internal and

external audit reports to ensure that, where major deficiencies or

breakdown in controls and procedures have been identified,

appropriate and prompt remedial action is instituted;  Review the

nomination, appointment, independence, performance and

remuneration of the external auditor;  Review theft and fraud, and

monitor procedures designed to ensure that the Company's fraud

control plans are being implemented; and  Review compliance with

taxation responsibilities, legal, regulatory and industry code

responsibilities.

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.

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

andSenior Executives, taking cognisance of market related packages,

skill, experience and to avoid potential conflicts of interest.

Functions The objective of the Investment Committee is to ensure

that appropriate and timely decisions are taken with regard to the

investment of Company funds. Accounting and Auditing External

Audit The external auditors, M/S Jha Shailendra & Associate are

responsible for reporting on whether the financial statements are

fairly presented in conformity with International Financial Reporting

Standards. The external auditors offer reasonable, but not absolute

assurance on the accuracy of financial disclosures. The preparation of

the financial statements is the responsibility of management.

Consultation occurs between external and internal auditors to effect

an efficient audit process.

The Audit Committee sets the principles for recommending the use of

the external auditors for non-audit services. Directors's

Responsibility The Directors acknowledge their responsibility for the

preparation of the Annual Financial Statements, adherence to

applicable accounting policies and standards and the presentation of

related information that fairly presents the state of affairs and the

results of the Company, as well as for the effectiveness of risk

management and the internal control environment. Going Concern

Based on theAnnual Financial Statements as set out, the Directors

have every reason to believe that the Company has adequate

resources in place to continue operations for the foreseeable

future.  

Code of Business Conduct -

The Company has a formal Code of Business Conduct, which

incorporates a Code of Ethics. The Code applies throughout the

Group and ensures that best business practices are applied on a

constant basis.

Communication to Members/Promoters & Shareholders embodies the

principles of balanced reporting, clarity and openness. Positive and

negative aspects of both financial and non-financial information are

provided. The Board encourages Promoters/Members & Shareholders

to attend its Annual General Meeting. This provides opportunities for

Promoters/Members to ask questions of the Board. Disclosure The

Annual Report deals adequately with disclosures pertaining to

financial statements, auditor's responsibility, accounting records,

internal control, risk management, accounting policies, adherence

toaccounting standards, going concern issues and adherence to

codes of governance.