Amal Ltd 2012-13

Amal Ltd | Annual Report 2012-13 Report on Corporate Governance 1. Philosophy 2. BoardofDirectors 2.1 BoardBusiness Transparency and accountability are the two basic tenets of Corporate Governance. Amal is proud to belong to a Group whose Founder lived his life with eternal Values and built the business enterprises on the foundationof goodgovernance. The Company is committed to conductingbusiness the right waywhichmeans taking decisions and acting in a way that is ethical and in compliance with the applicable legal requirements. It will endeavour to continuously improve its Corporate Governance performance with a view to earn trust and respect of all its Stakeholders. The Board of Directors is responsible for and is committed to good Corporate Governance and plays a critical role in overseeing how theManagement serves the short and long-term interests of the Shareholders andother Stakeholders. Thenormal business of the Board comprises: 2.1.01 Approving capital expenditure andoperatingbudgets 2.1.02 Approving joint ventures, collaborations, mergers andacquisitions 2.1.03 Approving loans and investments 2.1.04 Approving saleof investments and assets 2.1.05 Approvingborrowings innatureof short, mediumor long-term 2.1.06 Approving creationof chargeon assets in favour of lenders 2.1.07 Approving commissionpayable to theDirectorswithin the limit set by Shareholders 2.1.08 Approving contracts inwhichDirector(s) are deemed tobe interested 2.1.09 Approvingappointment of theCost Auditors 2.1.10 Approving cost audit reports 2.1.11 Approving unaudited quarterly financial results and audited annual accounts, both consolidated and on a standalone basis including segment-wise revenues, results and capital employed 2.1.12 Approvingmatters requiring statutory | Boardconsent 2.1.13 Reviewing foreign exchange exposure and exchange ratemovement, ifmaterial 2.1.14 Reviewing fatal or serious accidents, dangerous occurrences and material environmental matters 2.1.15 Reviewingdefault inpayment of statutory dues 2.1.16 Reviewingmaterially important showcause, demand, prosecutionandpenalty notices 2.1.17 Reviewing status on complianceof regulatory | statutory and listing requirements 2.1.18 Recommendingappointment of the StatutoryAuditors 2.1.19 Recommendingdeclarationof dividend 2.1.20 Noting minutes of the meetings of the Board, Audit, Shareholders' and Investors' Grievance Committees or any other Committeemeetings and also the resolution(s) passedby circulation 2.1.21 Notinggeneral notices of interest of theDirectors