Board Meetings

Composition and Category of Directors

ZEEL has a balanced Board with combination of Executive and Non-Executive Directors, to ensure independent functioning. Non-Executive Directors include independent professionals with experience in business, finance, taxation, technology and media. Independent Directors of the Company provide appropriate annual certifications to the Board confirming satisfaction of the conditions of their being independent as laid down in Clause 49.


Composition of the Board as on March 31, 2009
 
Category of Directors No. of Directors Percentage to total No. of Directors
Executive Directors 1 10%
Non-Executive Independent Directors 6 60%
Other Non-Executive Directors 3 30%
Total 10 100%
 
Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings held during the financial year 2008-09 and also their other directorships held in Public Companies (excluding Foreign Companies and Section 25 Companies) and membership of other Board Committees (excluding Remuneration Committee) as at March 31, 2009 are as under:
 
B) Board Meetings & Procedures
 
During the financial year under review, 7 meetings of the Board were held on April 15, 2008, June 16, 2008, July 23, 2008, July 30, 2008, October 21, 2008, December 5, 2008 and January 21, 2009. The intervening period between any two Board Meetings were well within the maximum time gap of 4 months prescribed under Clause 49 of the Listing Agreement. The annual calendar of meetings is broadly determined at the beginning of each year.
 
Meetings of the Company are governed by a structured agenda. The Meetings are generally held at the Registered and Corporate Office of the Company at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai 400 018. The Company Secretary in consultation with Chairman/Whole-time Director & Chief Executive Officer finalises agenda of the Board meetings. All major agenda items, backed up by comprehensive background information, are sent well in advance of the date of the Board meetings to enable the Board to take informed decision. Any Board member may, in consultation with the Chairman, bring up any matter for consideration by the Board. Head of Department of Finance & Accounts is normally invited to the Board meetings to provide necessary insights into the working of the Company and for discussing corporate strategies. The Board periodically reviews Compliance Reports in respect of various laws and regulations applicable to the Company.
 


Last Updated - January 06, 2010