Amal Ltd 2013-14

5 Report on Corporate Governance 1. Philosophy Transparency and accountability are the two basic tenets of Corporate Governance. Amal is committed to conducting business the right way which means 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 (Board) is responsible for and is committed to good Corporate Governance and plays a critical role in overseeing how the Management serves the short and long-term interests of the Shareholders and other Stakeholders. 2. Board 2.1 Board business The normal business of the Board comprises: 2.1.01 Approving capital expenditure and operating budgets 2.1.02 Approving joint ventures, collaborations, mergers and acquisitions 2.1.03 Approving loans and investments 2.1.04 Approving sale of investments and assets 2.1.05 Approving borrowings in nature of short, medium or long-term 2.1.06 Approving creation of charge on assets in favour of lenders 2.1.07 Approving commission payable to the Directors within the limit set by the Shareholders 2.1.08 Approving contracts in which Director(s) are deemed to be interested 2.1.09 Approving appointment of the Cost 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 Approving matters requiring statutory Board consent 2.1.13 Reviewing foreign exchange exposure and exchange rate movement, if material 2.1.14 Reviewing fatal or serious accidents, dangerous occurrences and material environmental matters 2.1.15 Reviewing default in payment of statutory dues 2.1.16 Reviewing materially important show cause, demand, prosecution and penalty notices 2.1.17 Reviewing status on compliance of regulatory | statutory and listing requirements 2.1.18 Recommending appointment of the Statutory Auditors 2.1.19 Recommending declaration of dividend 2.1.20 Noting minutes of the meetings of the Board, Audit, Shareholders’ | Investors’ Grievance Committees or any other Committee meetings and also the resolution(s) passed by circulation 2.1.21 Noting general notices of interest of the Directors