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Company's Philosophy on Corporate Governance Your Company believes that the fundamental objective of Corporate Governance is to maximize shareholders value legally, ethically and on a sustainable basis, while ensuring fairness to every stakeholder of the Company. The Company has a consistent policy of good Corporate Governance upholding highest level of transparency in dissemination to Shareholders, customers, creditors, employees, associates or the state. The Company is fully compliant with the mandatory requirements of Clause 49 of the Listing Agreements formulated by Securities & Exchange Board of India (SEBI). Board of Directors Composition of the Board The Board of Directors of the Company consists of six (6) Directors, out of which two (2) are Independent Directors. The composition and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the last Annual General Meeting and also the number of Directorships and Committee membership[s] (Chairmanship[s]) held by them in other Indian Public Companies as on March 31, 2007 are presented in Table 1. Table 1
Notes :
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Private Limited Companies, foreign companies under section 25 of the Companies Act, 1956 are excluded for the purpose.
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Only Audit Committee and Shareholder's/Investor's Grievance Committee are considered for the purpose of committee positions as per listing agreement.
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As mandated by Clause 49, none of the Directors are members of more than ten Board level Committees nor are they Chairman of more than five Committees in which they are members. Board Meetings During the financial year ended on March 31, 2007, the Board of Directors of the Company met Thirteen (13) times on April 28, 2006, June 6, 2006, July 28, 2006, August 21, 2006, September 8, 2006, September 29, 2006, October 31, 2006, December 29, 2006, January 4, 2007, January 15, 2007, January 31, 2007, February 19, 2007 and March 2, 2007. Committees of the Board The Company has three Board-level Committees – Audit Committee, Shareholders'/Investors' Grievance and Share Transfer Committee and Remuneration Committee. All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members is taken by the Board of Directors. Details of the role and composition of these committees, including number of meetings held during the financial year and attendance thereat are provided below: a) Audit Committee Terms of Reference of the Audit Committee are as per Section 292A of the Companies Act, 1956 and the guidelines set out in the Listing Agreement with the Stock Exchanges, inter alia, includes a review of financial reporting process, draft financial statements and Auditors' Report (before submission to the Board), accounting policies and practices, internal controls and internal audit systems, risk management policies and practices, related party transactions, internal audit reports and adequacy of internal audit function. The role of the Audit Committee includes recommending the appointment and removal of external auditor, discussion of audit plan, fixation of audit fee and also approval for payment of any other services. As on March 31, 2007, the Audit Committee comprised of Mr. V.M. Bhutani, Non-Executive Independent Director as the Chairman, Mr. V.K. Kaul, Non-Executive Independent Director and Mr. Malvinder Mohan Singh, Promoter Non-Executive Director as Members. The Secretary of the Company acts as a Secretary to the Committee. During the year under review the Committee the Audit Committee met four (4) times during the financial year on April 24, 2006, July 23, 2006, October 25, 2006 and January 24, 2007. The details of the Audit Committee are given in Table 2. Table 2
b) Shareholders'/Investors' Grievance and Share Transfer Committee The Shareholders'/Investors' Grievance Committee has been constituted to specifically look into the redressal of complaints of shareholders and investors and other issues concerning shareholders. The Committee approves transfer(s) and transmission(s) of shares and requests for split, subdivision, consolidation, issue of duplicate certificates, dematerialisation/ rematerialisation etc. of shares. The Committee comprises of Mr. V.M.Bhutani, Non-Executive Independent Director as Chairman, Mr. Malvinder Mohan Singh, Promoter Non-Executive Director, and Mr. V.K.Kaul, Non-Executive Independent Director as Members. The Secretary of the Company acts as Secretary to the Committee. The Committee met 4 times in the year under review on April 25, 2006, September 27, 2006, December 22, 2006, and March 15, 2007. The Company has not received any complaint during the year ended March 31, 2007. There was no share transfer request pending with the company as March 31, 2007. COMPLIANCE OFFICER Mr. Anurag Gupta, Company Secretary is the Compliance Officer of the Company. Remuneration of Directors/Remuneration Committee (i) Remuneration Committee The Company is not mandatorely required to constitute a remuneration committee. Accordingly, no such committee has been constituted. (ii) Remuneration to Non-Executive Directors Presently, the Non-Executive Directors do not receive any remuneration from the Company and are not paid any sitting fees for attending the meeting of the Board and committee(s) thereof. (iii) Remuneration to Executive Director The details of remuneration paid to executive Director during the financial year 2006-07 are given below in Table 3:- Table 3
Shareholding of Non-Executive Directors The details of Equity Shares held by Non-Executive Directors in the Company as on March 31, 2007 are given below in Table 9: Table 9: Details of Equity Shares held by Non-Executive Directors
During the year 2006-07, the Company did not issue any stock options. Subsidiary Companies The audited statement of accounts of Shimal Research Laboratories Limited, subsidiary of the Company and of Fortis Clinical Research Limited, a wholly owned subsidiary of Shimal Research Laboratories Limited together with the Reports of Directors' and Auditors' for the year ended March 31, 2007 as required under Section 212 of the Companies Act are annexed. General Body Meetings Table 4 gives the details of the last 3 General Meetings. Table 4: Details of the last 3 General Meetings
The following Special Resolutions as detailed in Table 8 were passed by the Company at the above mentioned Annual General Meetings: Table 5
No special resolution was put through postal ballot during the financial year 2006-07. Disclosures a) Related Party Transactions Details of related party transactions are disclosed in Note No. 9 to the Notes to the Accounts forming part of the Audited Accounts. All materially significant related party transactions are periodically placed before the Audit Committee. The Company has not entered into any transaction of material nature with any of the related party which may have any potential conflict with the interests of the Company. b) Code of Conduct The Board of Directors has adopted the Code of Conduct for Members of the Board and for Senior Management personal. The Code lays down, in detail, the standards of business conduct, ethics and governance. The Code has been circulated to all the Members of the Board and Senior Management personal. Compliance has been affirmed by all of them. A declaration signed by the Managing Director to this effect is given at the end of this Report. c) Details of Non-Compliance, if any.
The Equity Shares of the Company were suspended for trading for not complying with Clause 51 of the Listing Agreement. Through letter dated October 11, 2006, The Company informed the BSE of fulfillment of all the requirements specified by the BSE. BSE has since revoked the suspension of the trading of the securities of OIL pursuant to order dated November 16, 2006 effective from November 22, 2006. Further, OIL had in the past not submitted timely disclosures required as per Regulations 6(2) and 6(4) of the Takeover Code as on February 20, 1997 and under Regulations 8(3) of the Takeover Code for the years 1998-2002 and 2006. However, the requisite disclosures under Regulations 6(2) and 6(4) of the Takeover Code have been submitted to the BSE through letter(s) dated October 19, 2006. Further, the requisite disclosures under Regulations 8(3) for the years 1998 – 2002 and 2006 have been submitted to the BSE through letter dated October 31, 2006. OIL did not submit timely disclosures in relation to the requirements of clauses 35, 47, 49 and 51 of the Listing Agreement for the period September 2006. However relevant certification and information in relation to the same were submitted by OIL on October 31, 2006. d) Disclosure of Accounting Treatment in preparation of Financial Statements
The Company has followed the guidelines of Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI) in the preparation of its financial statements. e) Disclosure of Risk Management The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures, which are periodically reviewed. e) Certification Certificate issued by the Managing Director with regard to the Financial Statements and other matters as required in Clause 49 of the Listing Agreement is enclosed. f) Means of Communication with Shareholders The financial results of the Company are communicated to BSE and DSE where the Company's Equity Shares are listed, after approval they are approved by the Board of Directors of the Company. The results are also published in one English Daily and in one Regional Newspaper. g) Table 6 gives details of the publications of the financial results in the year under review. Table 6: Publications of the financial results during 2005-06
General Shareholders' Information a) Annual General Meeting Date: September 28, 2007 Time: 11.00 A.M. Venue: b) Financial Calendar Financial year: April 1 to March 31 For the year ended March 31, 2007, results were announced on:
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First quarter : July 28, 2006
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Half-yearly : October 31, 2006
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Third quarter : January 31, 2007
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Fourth quarter : April 30, 2007 For the year ending March 31, 2008, results will be announced by
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First quarter : July 31, 2007
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Half yearly : End October, 2007
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Third quarter : End January, 2008
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Fourth quarter : End April, 2008
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Annual : End July/ August, 2008 The market price of the equity shares of OIL during the period from November 22, 2006 to March 31, 2007 on the BSE was highest on February 14, 2007 at Rs. 564.90 per share and was the lowest on December 22, 2006 at Rs. 131.90 per share. The Equity Shares of the Company were not traded on Delhi Stock Exchange. d) Listing on Stock Exchange The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE). The Company confirms that it has paid annual listing fees due to both the above Stock Exchanges for the year 2007-08. 4,245,808 equity shares issued and allotted by the Company on November 30, 2001, pursuant to a scheme of amalgamation approved by the High Court of Delhi on January 12, 2001, were listed and permitted for trading in The Bombay Stock Exchange Limited with effect from Monday July 30, 2007. Stock code of the Company is 501179 (BSE) The date of book closure is from September 26, 2007 to September 28, 2007 inclusive of both days. During the financial year 2006-07, the Directors have not recommended any Dividend. Share Transfer System All Share Transfers are completed within statutory time limit from the date of receipt, provided documents meet the stipulated requirement of statutory provisions in all respects. All Share Transfer and other communications regarding Share Certificates, change of address, dividends, etc. should be addressed to Registrar and Transfer Agents. Table 7 and 8 lists the distribution of the Shareholding of the Equity Shares of the Company by size and by ownership class as on March 31, 2007. Table 7: Shareholding Pattern by size
j) Shareholding Pattern Table 8: Shareholding Pattern as at March 31, 2007
The Equity Shares of the Company are in compulsory demat mode. As on March 31, 2007, 58,34,599 Shares constituting over 33.76% of Equity Share Capital of the Company were held in dematerialised form. International Securities Identification Number (ISIN) – INE 221D01018 (with NSDL and CDSL) l) Profile of Directors seeking Re-appointment/Appointment Appointment of Directors No new Directors were appointed during the financial year 2006-07. Re-appointment of Directors In terms of the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Malvinder Mohan Singh, Mr. V.K.Kaul and Mrs. Aditi Shivinder Singh will retire at the forthcoming Annual General Meeting of the Company, and being eligible, offer themselves for re-appointment. Brief particulars of Mr. Malvinder Mohan Singh, Mr. V.K.Kaul and Mrs. Aditi Shivinder Singh are given below: Mr. Malvinder Mohan Singh Profile Mr. Malvinder Mohan Singh, is an Economic Graduate and an MBA from from Mr. Malvinder Mohan Singh is a Director and Member of Committees of Boards of other public Limited Companies as under: Ranbaxy Laboratories Limited Fortis Healthcare Limited - Chairman Escorts Heart Institute & Research Centre Ltd - Chairman. Religare Enterprises Limited - Chairman Fortis Financial Services Limited - Chairman SRL Ranbaxy Limited Fortis Healthcare Holdings Limited Shimal Research Laboratories Ltd. Fortis Clinical Research LimitedReligare Insurance Holding Company Limited Aegon Religare Life Insurance Company Ltd. Regius Aviation Limited
Mr. Malvinder Mohan Singh is a Member of: Audit Committee
Shareholders' /Investors' Grievance and Share Transfer Committee
Remuneration Committee
Management Committee
Finance Committee
Mr. V.K.Kaul Profile Mr. V.K.Kaul aged about 63 Years is a Director of M/s Ranbaxy Laboratories Limited. He is a Fellow Member of the Institute of Chartered Accountants of India and joined the Company in 1991.Mr V K Kaul has over 40 years of experience in the field of Finance, Banking, Taxation and Capital Markets. He is a member of the Audit Committee and member of the Shareholder's/Investor's grievance committee of the Company. Directorships in other Public Companies Indian Public Companies :
Committee Memberships Mr. V.K.Kaul is a Member of: Audit Committee
Shareholders/investors Grievance and Share Transfer Committee
Mrs. Aditi Shivinder Singh Profile Mrs. Aditi Shivinder Singh aged about 32 Years is a B.Sc in Science from Directorships in other Public Companies - Nil Member of Committees in other Public Companies - Nil
Outstanding GDRs/ADRs/Warrants/Options
There are no outstanding ADRs or GDRs or Warrants or Convertible instruments. Details of public funding obtained in the last three years
The Company has not obtained any public funding in the last three years.
Information supplied to the Board The Board has complete access to all information of the Company. The information being provided to the Board include quarterly results of the Company, minutes of the meetings of the Committees of the Board, non-compliance of any regulatory, statutory or listing requirements etc. Registrar & Transfer Agents
The details of Registrar & Share Transfer Agents of the Company are as follows: Intime Spectrum Registry Limited A-40, Naraina Industrial Area, Address for Correspondence For any assistance regarding rematerializing of shares, share transfers, transmissions, change of address, non – receipt of dividend or any other query relating to shares, please write to: 1. Company Secretary Oscar Investments Limited 2. Intime Spectrum Registry Limited A-40, Naraina Industrial Area, I hereby confirm that the Company has obtained an affirmation from all the Members of the Board and Senior Management that they have complied with the Code of Conduct in financial year 2006-07. Japna Malvinder Singh Managing Director |
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