Corporate Governance
Corporate Governance pertains to process that provides transparency of corporate policies, strategies and democratic
decision making process and it also strengthens internal control systems, by which companies are directed and controlled,
keeping in mind long term interest of stake holders. It is a blend of legal, regulatory and voluntary good practices, which
enables companies to attract financial and human capital, perform efficiently, and provide sustainable economic value
for all its stakeholders, customers, shareholders, employees, government and lenders and the National Economic
Policy of the Government of India.
CORPORATE GOVERNANCE AT LT Foods
LT Foods Limited believes in Good Corporate Governance with the objective of “enhancement of the long term
Shareholder’s value while at the same time protecting the interests of other stakeholders.”
Your company has always endeavored to implement and maintain high standard of Corporate Governance process and
norms and is continuing to follow transparency, efficiency, complete and timely disclosures in its dealings, laying emphasis
on integrity, accountability, democratic processes and regulatory compliances and, thereby constantly strengthening
and increase stakeholders’ value and also meeting the trust and expectations of its customers, employees, suppliers
and government agencies.
Your Company is complying with the norms of Corporate Governance, as defined by Clause 49 of the Listing Agreement
of Stock Exchanges and a report on the same is as under.
BOARD OF DIRECTORS
The Board, being the trustee of the Company, responsible for the establishment of culture, ethical and accountable
growth of the Company, is consisting of persons having vast experience and expertise in their fields of accounts,
marketing, finance, legal etc and focuses on transparency, accountability, probity, integrity, equity and responsibility.
Composition of the Board
The Board of your Company consists 6 (six) Directors comprising 3 (Three) Executive Directors and 3 (Three) non
executive, independent directors. Therefore, the composition of the Board, which is as follows as on 31st March 2008,
is in conformity with requirement of the Listing Agreement.
| S.No. |
Name of Director |
PD/ED/0
NED/ID* |
Attendance in Board Meetings |
Attendance in Last AGM |
Other Board |
| |
|
|
Held |
Attended |
|
Directorship
** |
Committee Chairmanship
*** |
Committee Membership |
| 1. |
V.K.Arora |
PD |
5 |
4 |
Present |
12 |
0 |
0 |
| 2. |
Ashwani Arora |
PD/ED |
5 |
3 |
Present |
10 |
0 |
0 |
| 3 |
Surinder Arora |
PD/ED |
5 |
4 |
Present |
3 |
0 |
0 |
| 4. |
Suparas Bhandari |
NED/ID |
5 |
4 |
Present |
1 |
1 |
2 |
| 5. |
Satish Bal |
NED/ID |
5 |
3 |
Absent |
0 |
1 |
3 |
| 6. |
Pramod Bhagat |
NED/ID |
5 |
4 |
Present |
1 |
1 |
3 |
*PD – Promoter Director, ED-Executive Director, NED- Non Executive Director, ID-Independent Director.
** In Indian and International Public Limited Companies as on 31.03.2008.
*** In Audit, Remuneration and Shareholders Grievances Committee of Indian Public Limited Companies as on 31st March, 2008.
# Leave of absence has been granted to the directors for the Board Meetings not attended by them.
MEETINGS HELD IN FINANCIAL YEAR 2007-08 AND ATTENDANCE OF THE DIRECTORS IN THE BOARD MEETINGS AND LAST ANNUAL GENERAL MEETING
The Board of your Company comprises professional experienced and active members. They meet regularly to review
strategic, operational and financial matters and to chart out policies and practices. The Board reviews compliance reports
of applicable laws and also regularly considers the compliance of code of conduct for the Board members and senior
management and also the norms of Corporate Governance. Every Board meeting was well attended by sufficient number
of Directors.
The Board meets at least once in a quarter, inter alias, the yearly/ half yearly / quarterly financial results. During the
financial year 2007-08, five meetings were held on 27.4.2007, 20.7.2007, 28.10.2007, 7.11.2007, 30.1.2008. Your company
ensures that the gap between two consecutive meetings in not more than four months. The provisions of Companies Act,
1956 and the requirements of the Listing agreement are complied.
All the Non Executive and Independent Directors have extensive professional and business experience and they are
free from any material business or other relationships, which could interfere with the exercise of their independent
judgments.
| Sl. No. |
Name |
Dates of Board meeting |
Attendance at the last AGM held as on 22.6.2007 |
| |
|
27.4.2007 |
20.7.2007 |
28.10.2007 |
7.11.2007 |
30.1.2008 |
|
| 1. |
Mr. Vijay Kumar Arora
- Chairman |
Yes |
Yes |
Yes |
Yes |
No |
Yes |
| 2. |
Mr. Ashwani Arora |
No |
Yes |
Yes |
Yes |
Yes |
Yes |
| 3. |
Mr. Surinder Arora |
No |
Yes |
Yes |
Yes |
Yes |
Yes |
| 4. |
Mr. Suparas Bhandari |
Yes |
Yes |
Yes |
No |
Yes |
Yes |
| 5. |
Mr. Satish Bal |
Yes |
Yes |
Yes |
No |
No |
No |
| 6. |
Mr. Pramod Bhagat |
Yes |
Yes |
Yes |
No |
Yes |
Yes |
INFORMATION SUPPLIED TO THE BOARD
The Board of LT Foods is presented with all the relevant information well in advance before each meeting on various
matters affecting the working of the company as well as those that require discussions at higher level. Directors have
separate and independent access to senior management at all times.
In addition to items which are required to be placed before the Board for its noting and/or approval under the statues or
regulations, information is also provided for the periodic review/information on various items, such as
* Legal Compliance report.
* Quarterly status of compliance of insider trading regulations.
* Review of annual operating plans of business, capital budget & updates.
* Quarterly results of the company and its operating divisions & business segments.
* Minutes of meeting of Audit Committee and other Committees.
* Minutes of meetings of the subsidiary companies.
* Information on recruitment and remuneration of senior officers just below the board level, including appointment or
removal of Chief Financial Officer and the Company Secretary.
* Materially important show cause, demand, prosecution and penalty notices.
* Fatal or serious accidents or dangerous occurrences.
* Any materially significant effluent or pollution problems.
* Any materially relevant default in financial obligations to and by the Company or substantial non-payment for goods
sold by the company.
* Any issue which involves possible public or product liability claims of a substantial nature
* Details of any joint venture or collaboration agreement.
* Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.
* Significant labour problems and their solutions.
* Significant development in the human resources and industrial relations front.
* Sale of material nature of investments, subsidiaries, assets, which is not in normal course of
business.
* Major legal proceedings by or against the company.
Complete Corporate Governance.
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