Amal Ltd 2012-13

Amal Ltd | Annual Report 2012-13 ii) Determining the remuneration of the Managing Director based on individual performance, qualifications, experience, the Company performance and comparable industry practices, amongothers. TheCommittee comprises threeMembers.All theMembers areNon-executiveDirectors. 1 2 3 Mr SS Lalbhai Member During the year nomeetingwas held: The Board notes the minutes of the Remuneration Committee meetings. There areno subsidiary companies of the Company. 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 theBoardand subsequently rectified. The Board had approved the Code of Conduct applicable to the Directors and the 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 apart of this Report. 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 relatedparty transactions aredisclosed in “Notes toAccounts”. 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 saidperiod. 3.3.2 Composition Designation 4. SubsidiaryCompaniesRegistered in India 5. CompanyPolicies 5.1 Compliance 5.2 Codeof Conduct 6. AffirmationandDisclosure Number Name 3.3.3 Meetings andAttendance Mr SAShah Chairman Mr NCSinghal Member