Amal Ltd 2011-12

13 3.3.1 Role i) Determining on behalf of the Board and the Members, policy of the Company, on specific remuneration packages for the Managing Director. ii) Determining the remuneration of theManaging Director based on individual performance, qualifications, experience, the Company performance and comparable industry practices, among others. 3.3.2 Composition The Committee comprises three Members. All the Members are Non-executive Directors. Number Name Designation 1 Mr S A Shah Chairman 2 Mr N C Singhal Member 3 Mr S S Lalbhai Member 3.3.3 Meetings and Attendance During the year one meeting was held. Number Name Total Attended 1 Mr S A Shah 1 1 2 Mr N C Singhal 1 1 3 Mr S S Lalbhai 1 1 The Board notes the minutes of the Remuneration Committee meetings. 4. Subsidiary Companies There are no subsidiary companies of the Company. 5. Company Policies 5.1 Compliance Compliance certificates confirming the due compliance with the statutory requirements are placed at the Board Meeting for review by the Directors. A system of ensuring material compliance with the laws, orders, regulations and other legal requirements concerning the business and affairs of the Company is in place. Instances of non-compliance, if any, are also separately reported to the Board and subsequently rectified. 5.2 Code of Conduct The Board had approved the Code of Conduct applicable to the Directors and senior management personnel. This Code of Conduct is available on the website of the Company: www.amal.co.in . All the Directors and the senior management personnel affirmed their compliance with the Code of Conduct. A declaration to this effect signed by the Managing Director forms a part of this Report. 6. Affirmation and Disclosure There were no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Directors or the Management and their subsidiary companies or relatives, among others, during the year that may have a potential conflict with the interests of the Company at large. All details relating to financial and commercial transactions where the Directors may have a pecuniary interest are provided to the Board and the interested Directors neither participate in the discussion nor do they vote on such matters. The Company complied with the statutory provisions, rules and regulations relating to the capital markets during the last three years and the Stock Exchanges or Securities and Exchange Board of India or any statutory authority did not impose any penalties or strictures on the Company for the said period. 7. Shareholders’ Information 7.1 General Body Meetings 7.1.1 Location and time, where last three AGMs were held: Year Location Date Time 2008-09 Kilachand Conference Room, 2 nd Floor, LNM - IMC Building, IMC Marg, Churchgate, Mumbai 400020 September 24, 2009 4.00 p.m. 2009-10 Babubhai Chenai Committee Room, 2 nd Floor, LNM - IMC Building, IMC Marg, Churchgate, Mumbai 400020 September 24, 2010 3.00 p.m. 2010-11 Walchand Hirachand Hall, 4 th Floor, LNM - IMC Building, IMC Marg, Churchgate, Mumbai 400020 August 09, 2011 3.00 p.m.