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Business Law assignment

Second Concurrent evaluation

Jahnvi Trada
FYBBA- 4
475

Company name: - Ambuja cements limited


1.

The Date of Annual General Meeting:

Annual general meeting(AGM) must held once in a year


The gap between two AGM should not be more than 15 months
The AGM must be held within 6 months from the end of the financial year
It can be held on any day other than public holiday
The venue should be either at registered office or at any other place in the
same city
It must be held in working hours

AGM of the year 2012:Day & Date: Thursday, 4th April, 2013
Time: 10.00 a.m.
Venue: Registered Office - P.O. Ambujanagar, Taluka Kodinar, District Junagadh,
Gujarat - 362 715

AGM of the year 2013:Day & Date: Thursday, 10th April, 2014
Time: 10.00 a.m.
Venue: P.O. Ambujanagar, Taluka Kodinar, District Gir Somnath,
Gujarat - 362 715 (Registered Office of the Company)

AGM of the year 2014:Day & Date: Wednesday, 8th April, 2015
Time: 10.30 a.m.
Venue: P.O. Ambujanagar, Taluka Kodinar, District Gir Somnath,
Gujarat - 362 715 (Registered Office of the Company)

Analysis:All legal provisions regarding Date, Time, and Venue are complied with in the last 3
annual general meetings

2.

The Date of notice of the AGM:

The notice should reach the invitees at least 21 days (working days) in
advance

Date of notice of AGM (2012):- 7th February 2013


Date of notice of AGM (2013):- 6th February, 2014
Date of notice of AGM (2014):- 18th February, 2015
The provision of giving notice at least before 21 days is followed.

3. Agenda of AGM:i.

The regular agenda


Financial statements
Dividends
Appointment of directors
Appointment of auditors

ii.

Special agenda
Other than regular agenda which needs special permissions

4. The Rules related to proxy at the AGM.

Member intending to appoint a Proxy should complete the Proxy Form given
below and deposit it at the Companys Registered Office not later than 48
hours before the commencement of the Meeting.

5. The appointment and retirement of various Directors, the category of


directors and the manner in which they retire

Not more than 1/3rd can be permanent


Not less than 2/3rd can be liable to retire
Here there are 12 directors
4 can be permanent
8 directors can be liable to retire and seek re-appointment

AGM (2012):Independent Directors (including Chairman) = 8


Non Independent Directors (non-executive) = 3
Managing Director = 1
Total Strength = 12

Directors:(i)

Mr. N. S. Sekhsaria (Non-Executive Chairman Independent)

(ii)

Mr. Paul Hugentobler (Non-Executive Vice Chairman - Promoter


representing Holcim Ltd., Non Independent)

Director

(iii)

Mr. Bernard Fontana (Non-Executive Promoter Director representing Holcim


Ltd., Non Independent w.e.f. 10.02.2012)

(iv)

Mr. M. L. Bhakta (Non-Executive, Independent Director)

(v)

Mr. Nasser Munjee (Non-Executive, Independent Director)

(vi)

Mr. Rajendra Chitale (Non-Executive, Independent Director)

(vii)

Mr. Shailesh Haribhakti (Non-Executive, Independent Director)

(viii) Dr. Omkar Goswami (Non-Executive, Independent Director)


(ix)

Mr. Naresh Chandra (Non-Executive, Independent Director)

(x)

Mr. Haigreve Khaitan (Non-Executive, Independent Director w.e.f. 27.07.2012)

(xi)

Mr. B.L. Taparia (Non-Executive, Non Independent Director w.e.f. 01.09.2012)

(xii)

Mr. Onne van der Weijde (Promoter Director representing Holcim Ltd.,
Managing Director, Non Independent)

AGM (2013):Independent Directors (including Chairman) 6


Non Independent Directors (non-executive) 4
Non Independent & Executive M.D. and Dy. M.D. & CEO 2
Total Strength 12

Directors:(i)

Mr. N. S. Sekhsaria (Non-Executive Chairman Independent)

(ii)

Mr. Paul Hugentobler (Non-Executive Vice Chairman - Promoter Director


representing Holcim Ltd., Non Independent)

(iii)

Mr. Bernard Fontana (Non-Executive Promoter Director representing Holcim


Ltd., Non Independent)

(iv)

Mr. Bernard Terver (Non-Executive Promoter Director representing Holcim Ltd.,


Non Independent w.e.f. 04.12.2013)

(v)

Mr. Nasser Munjee (Non-Executive, Independent Director)

(vi)

Mr. Rajendra Chitale (Non-Executive, Independent Director)

(vii)

Mr. Shailesh Haribhakti (Non-Executive, Independent Director)

(viii) Dr. Omkar Goswami (Non-Executive, Independent Director)


(ix)

Mr. Haigreve Khaitan (Non-Executive, Independent Director)

(x)

Mr. B.L. Taparia (Non-Executive, Non Independent Director)

(xi)

Mr. Ajay Kapur (Executive, Non-Independent, Deputy Managing Director and


CEO w.e.f 01.08.2013)

(xii)

Mr. Onne van der Weijde (Promoter Director representing Holcim Ltd., Managing
Director, Non Independent)

AGM (2014):Non-Independent Directors Non-Executive (Including Chairman) 5


Independent Directors 5
Non-Independent & Executive - M.D. & CEO 1
Total Strength 11

Directors:(i)

M r. N. S. Sekhsaria (Non-Executive Chairman, Non-Independent)

(ii)

M r. Bernard Fontana (Non-Executive Promoter Director representing Holcim


Ltd., Non-Independent)

(iii)

M r. Bernard Terver (Non-Executive Promoter Director representing Holcim Ltd.,


Non-Independent)

(iv)

M r. Nasser Munjee (Non-Executive, Independent Director)

(v)

M r. Rajendra Chitale (Non-Executive, Independent Director)

(vi)

M r. Shailesh Haribhakti (Non-Executive, Independent Director)

(vii)

Dr. Omkar Goswami (Non-Executive, Independent Director)

(viii)

M r. Haigreve Khaitan (Non-Executive, Independent Director)

(ix)

M s. Usha Sangwan (Non-Executive, Non-Independent Director, w.e.f. 24-042014)

(x)

M r. B.L. Taparia (Non-Executive, Non-Independent Director)

(xi)

M r. Ajay Kapur (Executive, Non-Independent, Managing Director & CEO)

6. The frequency of Board Meetings, the agenda for the meetings and
the number of directors who attended it.
(2012):Meetings:
The Board generally meets 5 times during the year. The yearly calendar of the
meetings is finalized before the beginning of the year. Additional meetings are held
when necessary. During the year ended on 31st December, 2012 the Board of
Directors had 5 meetings. These were held on 9th February, 2012, 19th April, 2012,
26th July, 2012, 18th October 2012 and 13th December, 2012. The attendance of the
Directors at the Board meeting is given elsewhere in this section.

Agenda:
All the meetings are conducted as per well designed and structured agenda. All the
agenda items are backed by necessary supporting information and documents to enable
the Board to take informed decisions. Agenda also includes minutes of the meetings of
all the Board Committees and Subsidiaries for the information of the Board.
Additional agenda items in the form of Other Business are included with the
permission of the Chairman. Agenda papers are generally circulated seven days prior
to the Board Meeting.

The attendance record of the Directors:6

Sr.No.

Name of Director

Category

No. of Board
Meetings
Attended

1.

Mr. N. S. Sekhsaria

Chairman
Non Executive,
Independent

2.

Mr. Paul Hugentobler

Vice Chairman
Non Executive,
Non Independent

3.

Mr. Markus Akermann

Non-Executive,
Non Independent

4.

5.

6.

7.

Mr. Bernard Fontana

Mr. M. L. Bhakta

Mr. Nasser Munjee

Mr. Rajendra Chitale

Non-Executive,
Non Independent
Non-Executive,
Independent
Non-Executive,
Independent
Non-Executive,
Independent

8.

Mr. Shailesh Haribhakti Non-Executive,


Independent

9.

Dr. Omkar Goswami

Non-Executive,
Independent

10. Mr. Naresh Chandra

Non-Executive,
Independent

11.

Mr. Haigreve Khaitan

Non Executive,
Independent

12.

Mr. B.L. Taparia

Non Executive,
Non Independent

13.

Mr. Onne van der


Weijde

Managing Director,
Non Independent

(2013):Meetings:
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The Board generally meets 5 times during the year. The yearly calendar of the
meetings is finalized before the beginning of the year. Additional meetings are held
when necessary. During the year ended on 31st December, 2013, the Board of
Directors had 5 meetings. These were held on 7th February, 2013, 3rd May, 2013, 24th
July, 2013, 23rd October, 2013 and 4th December, 2013. The attendance of the
Directors at the Board meeting is given elsewhere in this section.

Agenda:
All the meetings are conducted as per well designed and structured agenda. All the
agenda items are backed by necessary supporting information and documents to enable
the Board to take informed decisions. Agenda also includes minutes of the meetings of
all the Board Committees and Subsidiaries for the information of the Board.
Additional agenda items in the form of Other Business are included with the
permission of the Chairman. Agenda papers are generally circulated seven days prior
to the Board Meeting.

Attendance:Sr.no.

Name of Director

Category

No. of Board
Meetings
Attended

1.

Mr. N. S. Sekhsaria

Chairman
Non Executive,
Independent

2.

Mr. Paul Hugentobler

Vice Chairman
Non Executive,
Non Independent

3.

Mr. Bernard Fontana

4.

Mr. Bernard Terver

Non-Executive,
Non Independent
Non-Executive,
Non Independent

5.

Mr. M. L. Bhakta

Non-Executive,
Independent

6.

Mr. Nasser Munjee

Non-Executive,
Independent

7.

Mr. Rajendra Chitale

Non-Executive,
Independent

8.

Mr. Shailesh Haribhakti

Non-Executive,
Independent

9.

Dr. Omkar Goswami

Non-Executive,
Independent

10.

Mr. Naresh Chandra

Non-Executive,
Independent

11.

Mr. Haigreve Khaitan

Non Executive,
Independent

12.

Mr. B.L. Taparia

Non Executive,
Non Independent

13.

Mr. Ajay Kapur

Dy. Managing Director


CEO, Executive,
Non-Independent

Managing Director,
Non Independent

14.

Mr. Onne van der Weijde

(2014):Meetings:
The Board generally meets 5 times during the year. The yearly calendar of the
meetings is finalized before the beginning of the year. Additional meetings are held
when necessary. The Directors are also given an option of attending the board meeting
through video conferencing. During the year ended on 31st December, 2014, the Board
of Directors had 5 meetings. These were held on 6th February, 2014, 24th April, 2014,
24th July, 2014, 30th October, 2014 and 10th December, 2014.

Agenda:
All the meetings are conducted as per well designed and structured agenda. All the
agenda items are backed by necessary supporting information and documents (except
for the critical price sensitive information, which is circulated at the meeting) to enable
the Board to take informed decisions. Agenda also includes minutes of the meetings of
all the Board Committees and Subsidiaries for the information of the Board.
Additional agenda items in the form of Other Business are included with the
permission of the Chairman. Agenda papers are generally circulated seven days prior
to the Board Meeting. In addition, for any business exigencies, the resolutions are
passed by circulation and later placed in the ensuing Board Meeting for ratification /
approval.

Attendance:Sr.No.

Name of the Director

Category

No. Of Board
9

Meetings
Attendance
1.

Mr. N. S. Sekhsaria

Chairman
Non Executive,
Non-Independent

2.

Mr. Bernard Fontana

Non-Executive,
Non-Independent

3.

Mr. Bernard Terver

Vice-Chairman
Non-Executive,
Non-Independent

4.

Mr. Nasser Munjee

Non-Executive,
Independent

5.

Mr. Rajendra Chitale

Non-Executive,
Independent

6.

Mr. Shailesh Haribhakti

Non-Executive,
Independent

7.

Dr. Omkar Goswami

Non-Executive,
Independent

8.

Mr. Haigreve Khaitan

Non-Executive,
Independent

9.

Ms. Usha Sangwan

Non-Executive,
Non-Independent

10.

Mr. B.L. Taparia

Non-Executive,
Non-Independent

11.

Mr. Ajay Kapur

Managing Director
CEO

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Mr. Paul Hugentobler

Non-executives,
Non-Independent

13.

Mr. Onne van der Weijde

Managing Director

7. Summary of the Corporate Governance practices employed by the


company.

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1.1 Companys Philosophy on Corporate Governance:


At Ambuja Cements, Corporate Governance has been an integral part of the way we
have been doing our business since inception. We believe that good Corporate
Governance emerges from the application of the best and sound management
practices and compliance with the laws coupled with adherence to the highest
standards of transparency and business ethics. These main drivers, together with the
Companys on-going contributions to the local communities through meaningful
Corporate Social Responsibility initiatives will play a pivotal role in fulfilling our
renewed vision to be the most sustainable and competitive company in our industry
and our mission to create value for all our stakeholders. The Company places great
emphasis on values such as empowerment and integrity of its employees, safety of the
employees & communities surrounding our plants, transparency in decision making
process, fair & ethical dealings with all, pollution free clean environment and last but
not the least, accountability to all the stakeholders. These practices being followed
since the inception have contributed to the Companys sustained growth. The
Company also believes that its operations should ensure that the precious natural
resources are utilized in a manner that contributes to the Triple Bottom Line.
1.2 The Governance Structure:
Ambujas governance structure is based on the principles of freedom to the executive
management within a given framework to ensure that the powers vested in the
executive management are exercised with due care and responsibility so as to meet
the expectation of all the stakeholders. In line with these principles, the
Company has formed three tiers of Corporate Governance structure, viz.:
(i) The Board of Directors - The primary role of the Board is to protect the interest
and enhance value for all the stakeholders. It conducts overall strategic supervision
and control by setting the goals & targets, policies, reporting mechanism &
accountability and decision making process to be followed.
(ii) Committees of Directors - such as Audit Committee, Compliance Committee, and
Capex Committee etc. are focused on financial reporting, audit & internal controls,
compliance issues and critical assessment & review of large capex.
(iii) Executive Management The entire business including the support services are
managed with clearly demarcated responsibilities and authorities at different levels.
(a) Executive Committee - The Executive Committee comprises of the Managing
Director, the CEO, the Business Heads and certain Corporate Functional Heads. This
committee is a brain storming committee where all important business issues are
discussed and decisions are taken. This Committee reviews and monitors monthly
performances, addresses challenges faced by the business, draws strategies and
policies and keep the Board informed about important developments having bearing
on the operational and financial performance of the Company.
(b) Managing Director - The Managing Director is responsible for achieving the
Companys vision and mission, overall business strategies, new projects, acquisitions,
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significant policy decisions and all the critical issues having significant business &
financial implications. He also ensures implementation of the decisions of the Board
of Directors and its various Committees. He reports to the Board of Directors.
(c) CEO - the CEO is responsible for the entire operations of all the regions and for
the overall performance and growth of the Company. He provides strategic directions,
policy guidelines and extends support to the Executive Committee Members and other
Functional Heads. He reports to the Managing Director.
(d) Business Heads - With a view to decentralize the powers and responsibilities and
to build leaders, the business operations have been divided into three regions, viz. (i)
North, (ii) West & South and (iii) East.
Each region is headed by a Business Head, who is responsible for the day to day
business and related functions within their respective regions. The Business Heads
report to the CEO.
(e) Unit Heads - Unit Head is responsible for operation and maintenance of the plant
as well as for all the other functions at the respective plant locations, including all
local issues and compliances as may be applicable. He reports to the Business Head.

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