Corporate Governance

Corporate governance involves regulatory and market mechanisms, and the roles and relationships between a companys management, its board, its shareholders and other stakeholders, and the goals for which the corporation is governed. Lately, corporate governance has been comprehensively defined as "a system of law and sound approaches by which corporations are directed and controlled focusing on the internal and external corporate structures with the intention of monitoring the actions of management and directors and thereby mitigating agency risks which may stem from the misdeeds of corporate officers." In contemporary business corporations, the main external stakeholder groups are shareholders, debt holders, trade creditors, suppliers, customers and communities affected by the corporation's activities. Internal stakeholders are the board of directors, executives, and other employees. Much of the contemporary interest in corporate governance is concerned with mitigation of the conflicts of interests between stakeholders.Ways of mitigating or preventing these conflicts of interests include the processes, customs, policies, laws, and institutions which have an impact on the way a company is controlled.An important theme of corporate governance is the nature and extent of accountability of people in the business.

Corporate Governance of Hindustan Unilever

Companys approach to CG Transparency and accountability are two basic tenets of corporate governance. To succeed, HUL believes that it requires the highest standards of corporate behavior towards everyone they work with, the communities they touch, and the environment on which they have an impact. They are having sustainable, profitable growth and creating longterm value for their shareholders, their people, and their business partners. Appointment & Tenure The Directors of the Company are appointed by shareholders at the General Meetings. All Directors, except for the Managing Director, step down at the Annual General Meeting each year and, if eligible, offer themselves for re-election, in accordance with the Articles of Association of the Company. The Executive Directors on the Board serve in accordance with the terms of their contracts of service with the Company. The Company also follows the policy of having a ceiling of nine years on the term of office of Independent Directors after revised Clause 49 of Listing Agreement has come into effect in October 2004. As on the date of this report, the Board consists of 9 Directors comprising 4 Executive Directors, one Non-Executive Director and 4Independent Directors. The Chairman of the Board is a NonExecutive Director. Prof. C. K. Prahalad, an Independent Director of the Company, ceased to be a Director of the Company on 17th April, 2010, due to his sudden and untimely demise.

Audit Committee The Audit Committee of the Company comprises of Non-Executive Independent Directors only. The Committee is headed by Mr. D.S. Parekh, and comprises of Mr. S. Ramadorai, Mr. A. Narayan and Dr. R. A. Mashelkar as its Members. Prof. C. K. Prahalad, who was a member of the Audit Committee during the financial year ended 31st March, 2010. The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal control and financial reporting process. The Audit Committee met six times during the financial year ended 31st March, 2010 on 10th May, 2009, 3rd July, 2009, 28th July, 2009, 31st October, 2009, 15th December, 2009 and 26th January, 2010. Remuneration and Compensation Committee The Remuneration and Compensation Committee comprises of Independent Directors - Mr. A. Narayan, Mr. S. Ramadorai and Dr. R. A. Mashelkar. Mr. A. Narayan is the Chairman of the Remuneration and Compensation Committee of the Company. In addition to the above Independent Directors, Mr. Harish Manwani and Mr. Nitin Paranjpe are members of the Compensation Committee. The Compensation Committee administers Stock Option Plan and Performance Share Plan of the Company and determines eligibility of employees for Stock Options. The Remuneration Committee deals with all elements of remuneration package of all the Executive Directors

Share Transfer / Transmission Committee The Share Transfer / Transmission Committee is formed exclusively to look into share transfer and related applications received from shareholders, with a view to accelerate the transfer procedures. The Committee comprises of three Directors of the Board and it considers application for transfer of the Company's shares, for splitting up, for consolidating share certificates and to comply with provisions in this regard. The Committee is authorized to order for cancellation of any share certificate and to sign, seal or issue any new share certificate either as a result of transfer, consolidation, splitting or in lieu of share certificates lost, defaced or destroyed.

CORPORATE GOVERNANCE OF ADITYA BIRLA CHEMICALS(INDIA) LIMITED

Companys Philosophy on Corporate Governance The companies believes that sound Corporate Governance is critical to enhance and retain investors trust. The company seeks to attain its performance with integrity and fairness. Its philosophy based on Accountability, Ethical conduct, Compliance with status, Interest of all stakeholders, Transparency & Timely disclosure. The objective is to instutionalize Corporate Governance practices that go beyond adherence to that extent of regulatory framework. Board of Directors As on 31st march 2010,comprises Eight directors out of which Seven are non executives Directors. Since the company does not have a Chairman, Directors present in the meeting elect one of them to take the chair and non-executive Director is appointed as chairman of the meeting. The composition of the board as on 31st March 2010,attendance at board meetings held during the financial year under review and at the last Annual General Meeting And no. of Directorship

and Membership/Chairmanship in public companies held by directors as on 31st March 2010(including the company) . AUDIT COMMITTEE The Audit Committee of the Board of Directors is constituted in compliance with Corporate Governance requirements. The three members out of total four members of the Committee are Independent Directors and all the members are non-Executive Directors and have relevant finance and audit exposure. The Committee is headed by an Independent Director. The head of Internal Audit and Statutory Auditors attend and participate in the meeting regularly on invitation. The terms of reference and scope of the Committee includes :to oversee the Companys financial reporting process and disclosure of its financial information, to recommend the appointment/removal of Statutory/Internal Auditors, fixation of audit fees and approval of payments forany other services, to review and discuss with the Auditors about internal control systems, the scope of audit including the observations of the Auditors, adequacy of the internal audit system, major accounting policies,practices and entries, compliances with accounting standards and listing agreement entered into with the Stock. SHARE TRANSFER The Registrar and Share Transfer Agent of the Company M/s. C. B. Management Services (P) Limited, Kolkata looks after physical as well as electronic transfer of Company's shares. The Board of Directors have delegated the power of approving transfer of securities to the Registrar subject to notification of the same to the Company Secretary on a monthly basis and intimation to the Committee about such transfers in its meeting. DISCLOSURES (i) There have been no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Directors, management, relatives except for those disclosed in the Annual Report for the year ended 31st March 2010.

(ii) The Company has complied with the requirements of regulatory authorities on capital markets and no penalties/strictures have been imposed against it in the last 3 years. (iii) The Company has complied with mandatory requirements, as reflected in this report and has adopted the non mandatory requirement of constitution of Remuneration Committee. (iv) The Directors' Responsibility Statement has been stated in the Directors' Report. (v) Management Discussion and Analysis Report forms part of Directors' Report. (vi) The Company does not have any Subsidiary Company. (vii) The Certification under Clause 49(V) by Managing Director and Finance-in-charge to the Board is appended to this report. (viii) Notes on the Statement of Accounts referred to in the Auditors' Report are self explanatory, and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE OF CIPLA LTD.

Companys Philosophy The Company is committed to good corporate governance. The Company respects the rights of its shareholders to secure information on the performance of the Company. Its endeavour has always been to maximise the long term value to the shareholders of the Company. The Compliance Report on Corporate Governance herein signifies compliance of all mandatory requirements of Clause 49 of the Listing Agreement.

Board of Directors The Board currently consists of 8 Directors out of which 3 are Executive Directors and 5 are Non-Executive/Independent Directors. The composition of Board and category of Directors are as follows: Category Name of the Directors Executive Directors Dr. Y.K. Hamied Mr. M.K. Hamied Mr. Amar Lulla(1) Mr. S. Radhakrishnan(2) Non-Executive/Non-Independent Director Mr. Amar Lulla(3) Non-Executive/Independent Directors Dr. H.R. Manchanda Mr. Ramesh Shroff Mr. V.C. Kotwal Mr. M.R. Raghavan Mr. Pankaj Patel Mr. S.A.A. Pinto(4) Audit Committee The Audit Committee constituted on 4th September 2000 in compliance with the requirements of Clause 49 of the Listing Agreement, comprised of Mr. S.A.A. Pinto as the Chairman and Mr. Ramesh Shroff and Mr. M.R. Raghavan as the members of the Committee. During the financial year under review, since Mr. S.A.A. Pinto was unwell, Mr. Ramesh Shroff was appointed as the Vice Chairman of the Audit Committee Meeting and was authorised to function as the Chairman in the absence of Mr. S.A.A. Pinto. Subsequent to the resignation of Mr. S.A.A. Pinto with eff ect from 11th November 2010, the Committee has been reconstituted and comprises of Mr. Ramesh Shroff Chairman, Mr. M.R. Raghavan member and Mr. S. Radhakrishnan member. The Joint Managing Director and other functional managers along with Internal Auditors and Statutory Auditors are invited to attend the meetings of the Audit Committee, as and when necessary. The Company Secretary acts as Secretary to the Committee. The Audit Committee discharges such duties and functions generally indicated in Clause 49 of the Listing Agreement with the Stock Exchanges and also such other functions as may be specifically delegated to it by the Board from time to time.

Shareholders/Investors Grievance Committee The Shareholders/Investors Grievance Committee comprised of Mr. S.A.A. Pinto as the Chairman and Mr. M.K. Hamied and Dr. H.R. Manchanda as the members of the Committee. During the financial year under review, consequent upon the resignation of Mr. S.A.A. Pinto as Director with effect from 11th November 2010 the Committee has been reconstituted and comprises of: Dr. H. R. Manchanda (NonExecutive/IndependentDirector) Chairman, Mr. M.K. Hamied (Executive Director) member and Mr. Pankaj Patel (NonExecutive/Independent Director) member. During the fi nancial year 2010-11, the Committee met on 29th April 2010; 13th August 2010; 11th November2010 and 4th February 2011. Mr. Mital Sanghvi, Company Secretary acts as the Companys ComplianceOfficer. The Company attends to the shareholders/investors grievances/correspondence expeditiously. During the year under review, 31 investor grievances were received and all of them have been resolved. Code of Conduct The Code of Conduct for the Directors and Senior Management of the Company has been laid down by the Board and the same is posted on the website of the Company. Mr. M.K. Hamied, Joint Managing Director has declared that the Board Members and Senior Management have affirmed compliance with the Code of Conduct of the Company.