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Association. He is currently President and a principal owner of Lex Facultas LLC, a Pennsylvania company engaged inoutsourcing of legal services.He is also on the Board of Zuari Industries Limited.(ix) Mr. Chandra Shekhar NopanyMr. Chandra Shekhar Nopany, aged about 42 years is a Chartered Accountant and Master of Science in IndustrialAdministration from Carnegie Mellon University, Pittsburgh, U.S.A. He is an eminent industrialist having vastindustrial experience in diverse fields like sugar, shipping, textiles, etc. He is the former President of Indian Chamberof Commerce, Kolkata and also of Indian Sugar Mills Association.Apart from being the Chairman & Managing Director of The Oudh Sugar Mills Limited and Vice Chairman of SutlejTextiles & Industries Limited, he is also on the Board of several other companies.Names of other Indian public limited companies in which Mr. C. S. Nopany is Director or the member ofCommittee(s):Sr. No. Name of the CompanySr. No. Name of the Company1. <strong>Chambal</strong> Infrastructure Ventures Ltd. 8. SCM Investment & Trading Co. Ltd.2. Gobind Sugar Mills Ltd.$ 9. SIL Investments Ltd.$3. Hargaon Investment & Trading Co. Ltd. 10. Sutlej Textiles and Industries Ltd.$4. Modern DiaGen Services Ltd. 11. The Oudh Sugar Mills Ltd.5. New India Retailing & Investment Ltd. 12. Upper Ganges Sugar & Industries Ltd.$6. OSM Investment & Trading Co. Ltd. 13. Uttar Pradesh Trading Co. Ltd7. RTM Investment & Trading Co. Ltd. 14. Yashovardhan Investment & Trading Co. Ltd.$ Also Chairman/ Member of Shareholders Grievance Committee(x)Mr. A. J. A. TauroMr. A.J.A. Tauro, aged about 80 years, is a B. A. (Economics). He was appointed to the Indian Audit & AccountsService through the Combined Competitive Examination in 1951. He has held various positions under theGovernment of India including that of Asst. Financial Adviser, Indian Supply Mission, London, Secretary to ChairmanThird Finance Commission, etc.He took pre-mature retirement from civil services to join the industrial sector in 1972. He was Finance Director ofIndian Petrochemicals Corporation Limited and Chairman & Managing Director of Madras Refineries and Indian OilCorporation. He has also served on various Committees formed by the Government of India viz. ManagementAccountancy in Government, Autonomy and Accountability of Oil Companies in Public Sector, Review of MangaloreRefinery Project, etc. He was a member of the Expert Committee constituted by IDBI and ICICI to review Refinery andChemicals project proposals during the period 1997 to 2000.Mr. A.J.A. Tauro is also on the Board of Jindal Saw Limited and Chairman of Audit Committee of this company.(xi) Mr. Marco Ph. A. WadiaMr. Marco Ph. A. Wadia is B. A. (Hons.) and LL. B. He is a practicing Advocate since 1986, specializing in corporatematters. Mr. Wadia is a partner in the firm of Crawford Bayley & Co., Mumbai, since January 2001. Mr. Wadia is onthe Boards of various companies.Names of other Indian public limited companies in which Mr. Marco Ph. A. Wadia is Director or the member ofCommittee(s):Sr. No. Name of the CompanySr. No. Name of the Company1. GMAC Financial Services India Ltd. * 5. Simon India Limited*2. Johnson & Johnson Ltd. * 6. Stovec Industries Ltd.3. Jost's Engineering Company Ltd. 7. Zuari Industries Ltd. *$4. Paradeep Phosphates Limited 8. Zuari Maroc Phosphates Limited* Also Member of Audit Committee$ Also Member of Shareholders Grievance Committeec) Meetings and AttendanceDuring the year under review, six Board Meetings were held on May 12, 2007, June 22, 2007, July 25, 2007,October 25, 2007, November 24, 2007 and January 16, 2008.34
The composition of the Board of Directors, their attendance at the Board Meetings and Annual General Meeting asalso number of other directorships in Indian public limited companies and membership of the Committees of theBoards of such companies are as follows:Name of Director Whether No. of Board Category Other Membership ofAttended Meetings of Director Director Committee ofLast AGM attended Ships* other BoardsChairmanMemberDr. K. K. Birla NO 4 NED/PG 9 NIL NILMr. R. N. Bansal YES 5 ID 8 3 4Mr. D. Basu NO 2 ID 9 3 1Mr. H. S. Bawa NO 6 NED 12 1 1Mr. S. S. Bhartia NO 6 NED/PG 14 2 NILMr. Anil Kapoor YES 6 MD 7 NIL 2Mr. M. D. Locke NO 1 ID 1 NIL NILMr. C. S. Nopany NO 4 NED/PG 14 2 2(alternate director)Mr. S. K. Poddar NO 5 NED/PG 12 3 2Mr. A. J. A. Tauro YES 4 ID 1 1 NILMr. Marco Wadia NO 6 ID 8 NIL 5*excludes Indian Private Limited Companies and Foreign CompaniesID - Independent Director MD - Managing Director NED - Non Executive Director PG - Promoter GroupMr. S.S. Bhartia and Mr. S.K. Poddar are sons-in-law of Dr. K.K. Birla and Mr. C.S. Nopany is grandson of Dr. Birla.d) Board AgendaThe Board meetings are scheduled well in time and Board members are usually given a notice of two months beforethe meeting date. The Board members are provided with well structured and comprehensive agenda papers. Allmajor agenda items are backed by in-depth background information and analysis, wherever possible, to enable theBoard members to take informed decisions. Agenda papers are generally circulated a week prior to the meeting of theBoard.e) Committees of the BoardThere are 7 Committees of the Board of Directors, which have been delegated adequate powers to discharge urgentbusiness of the Company. These Committees are - (a) Audit Committee; (b) Investors Grievance Committee; (c)Remuneration Committee; (d) Banking and Finance Committee; (e) Project Monitoring Committee; (f) QuarterlyResults Review Committee and (g) Compensation Committee. The Committees meet as often as required.The details of these Committees are as follows:(i)Audit CommitteeTerms of reference:Apart from all the matters provided in clause 49 of the Listing Agreement and section 292A of theCompanies Act, 1956, the terms of reference of the Audit Committee include:approve internal audit programme,review with statutory auditors their findings, observations, suggestions, internal control systems, scope ofaudit, other related matters and major accounting policies followed by the Company,review the contracts entered into by the Company, valuing more than Rs. 30 million and the contractsentered into with the related parties, if any,review Internal Audit Reports related to internal control weaknesses.The minutes of the Audit Committee meetings are circulated to the Board of Directors.Composition:The Committee comprises of three independent Non-Executive Directors and one Non-Executive Vice Chairmanof the Company. The permanent invitees include Managing Director, statutory auditors, cost auditors andinternal auditors. The Company Secretary is the Secretary of the Committee. The Committee met 6 times duringthe year and the attendance of members at the meetings was as follows:35
Page 3 and 4: ContentsMessage from the Chairman a
Page 5 and 6: Despite the tremendous success of t
Page 7 and 8: Although the production of food gra
Page 9 and 10: Our farmers have to adopt new techn
Page 11 and 12: At Chambal, management of the envir
Page 13 and 14: How to put more money into the hand
Page 15 and 16: Fertiliser and Agri Inputs Division
Page 17 and 18: Textile DivisionOur textile divisio
Page 20 and 21: DIRECTORS' REPORTDear Members,Your
Page 22 and 23: (ii)CFCL Overseas Limited, Cayman I
Page 24 and 25: Your Company has received '5-star r
Page 26 and 27: 11. Fixed DepositsAs on March 31, 2
Page 28 and 29: Annexure “A” to Directors' Repo
Page 30 and 31: Annexure "C" to Directors' ReportIn
Page 32 and 33: Annexure 'D' to Directors' ReportAu
Page 34 and 35: Besides above, Mr. Poddar is the Ch
Page 38 and 39: Name of the Member Status Number of
Page 40 and 41: f) Details of remuneration paid to
Page 42 and 43: (ii)Tentative Financial CalendarEve
Page 44 and 45: (xi) Distribution of ShareholdingDe
Page 46 and 47: V. Operational and Financial Perfor
Page 48 and 49: Dry bulk and tanker segments are tw
Page 50 and 51: Auditors' ReportToThe Members ofCha
Page 52 and 53: (vii)(viii)In our opinion, the Comp
Page 54 and 55: Balance Sheet as at March 31, 2008(
Page 56 and 57: Cash Flow Statement for the year en
Page 58 and 59: Schedules annexed to and forming pa
Page 60 and 61: (Rs. in lacs)Particulars As at As a
Page 62 and 63: Schedule 8 : Investments(Rs. in lac
Page 64 and 65: (Rs. in lacs)Particulars As at As a
Page 66 and 67: (Rs. in lacs)Particulars Year ended
Page 68 and 69: (Rs. in lacs)Particulars Year ended
Page 70 and 71: i) LeasesFinance leases, which effe
Page 72 and 73: (c)(d)DividendRevenue is recognised
Page 74 and 75: 3. Contingent liabilities (not prov
Page 76 and 77: Sr. Scheme Name No of Scrips No of
Page 78 and 79: Secondary Segment Reporting (by Geo
Page 80 and 81: Contribution to Defined Contributio
Page 82 and 83: Nature of Transactions 2007-08 2006
Page 84 and 85: 20. Disclosures in respect of movem
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Particulars 2007-08The amount of in
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Product 2007-08 2006-07Quantity Amo
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Product 2007-08 2006-07Quantity Amo
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Statement Pursuant to Section 212 o
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Financial Performance of Subsidiari
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Consolidated Balance Sheet as at Ma
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Consolidated Cash Flow Statement fo
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Schedules annexed to and forming pa
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Schedule 4 : Unsecured Loans(Rs. in
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Schedule 7 : Intangible Assets(Rs.
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Schedule 10 : Sundry Debtors(Rs. in
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(Rs. in lacs)Year ended Year endedM
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(Rs. in lacs)Year ended Year endedM
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(iv) Minorities' interest in net pr
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is charged to the Profit and Loss A
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(a)(b)Sale of Goods & Servicesi) Fe
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(vi) In respect of overseas group c
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Name of the Group Company Country o
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Based on favourable decisions in si
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Secondary Segment Reporting (by Geo
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Contribution to Defined Contributio
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15. a. The Company has made further
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(e)The Company has leased out its b
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B. Details of foreign currency expo
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• India's largest private sector
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