annual report 2011-12 - Heavy Engineering Corporation Limited

ANNUAL REPORT 2011-12
ANNEXURE – B
REPORT ON CORPORATE GOVERNANCE (As on 31.03.2012)
The Directors present the Company’s activities on Corporate Governance. Chairman-cum-Managing Director
CORPORATE MAIN OBJECTIVE ON CODE OF GOVERNANCE
Heavy Engineering Corporation Limited (HEC Ltd.) believes in transparent
a) Shri G.K.Pillai : Ceased to be CMD w.e.f. 31.12.2011
due to his superannuation
business activities, to enhance the value for all those who are associated b) Shri R.Misra : Additional charge of CMD w.e.f.
with the Company viz., Customers, Suppliers, Govt. of India, Ministry
01.01.2012 and Director (Finance).
of Heavy Industry, Department of Public Enterprises as owners and any
other capacity, various State Governments, other Governmental agencies/
Functional Directors
departments and the society at large. Essentially it involves practicing of
good Corporate Governance policies and HEC believes honesty and integrity
through transparency, accountability and attaining maximum level of
enrichment of the enterprises. HEC also received global recognition by
ensuring value addition to its domestic as also the International customers.
a)
b)
Shri Bharat Prasad
Shri Kushal Saha
:
:
Director (Marketing)
(Ceased to be Director w.e.f.
31.10.2011 due to his
superannuation)
Director (Production)
HEC complies with all the laws and manages its affairs in a competitive c) Shri Subhra Banerjee : Director (Personnel)
market and monitors and regulates the management policies/decision for
(w.e.f. 06. 03. 2012)
executing its strategies. HEC has made its senior management accountable
Govt. of India Nominee Part-time Official Directors
in the pursuit of achieving company’s objectives.
HEC is committed to practicing Good Corporate Governance by letter and
spirit. Keeping with the spirit of the code, the Company has enlarged and
a)
b)
Shri Saurabh Chandra
Shri Harbhajan Singh
strengthened the scope of the committees formed in accordance with the Govt. of India Nominee Non-Official (Part- time) Director
Companies Act, 1956.
- Nil -
Board of Directors :
Meeting of the Board
The Board Meetings are held at Company’s Registered Office at Ranchi or at
such places as may be decided by the Board. The Company Secretary serves
as Secretary to the Board.
The Board of Directors oversees all major actions/ activities proposed
to be undertaken by the company. The Board also reviews and
approves the strategic and business plans including monitoring of
corporate performance.
In accordance to the provisions of the Articles of Association, the
number of Directors of the Company shall neither be less than two
nor more than fifteen. The Directors are not required to hold any
qualification shares.
As on the date of reporting, the Board of HEC Ltd. consists of six
Directors who have been classified in two classes viz., (i) Functional
Directors (Whole time) (ii) Government Nominee Official Directors.
The Board includes (a) Chairman-cum-Managing Director (CMD),
two Functional Directors i.e. Director (Production) and Director
(Personnel) (b) Two Government of India Nominee Official Directors
from Ministry of Heavy Industry. The terms, conditions and tenure of
appointment of Directors including CMD are decided by Government
of India, Ministry of Heavy Industry.
The remuneration/compensation payable to Directors is also fixed by
Government of India and the CMD and Functional Directors are paid
monthly remuneration as fixed by Government of India.
Number of Board Meetings :-
During the year 2011-12, Six (6) Meetings were held, the details of which
are given below :-
Sl.No. Date Board Strength No. of Directors present
1. 13.04.2011 05 04
2. 18.05.2011 05 05
3. 17.08.2011 06 06
4. 28.09.2011 06 06
5. 21.12.2011 05 05
6. 29.03.2012 05 04
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