Clause of Listing Agreement

Particulars

Compliance Status (Yes/No)

Remarks

(1)

(2)

(3)

(4)

49 I - A

Board of Directors:

not less than 50% of the Board of Directors comprising of non-executive directors (NED)

YES

Out of seven directors, six are the non-executive directors

1/3^rd of Board should comprised of Independent Directors

YES

Out of seven directors, three are the independent directors

49 I - B

All monetary transactions of the NED’s to be disclosed in the Annual Report.

YES

There is no such transactions

49 II - A

Audit Committee:

Audit Committee shall have min. 3 NED’s and majority of them being independent & with at least one director having financial & accounting knowledge.

YES

There are three non-executive directors in the Audit Committee and the Chairman is a Chartered Accountant.

The Chairman of the Committee shall be an independent director.

YES

The Chairman of the Committee is an independent director.

The chairman shall be present at AGM to answer shareholder queries.

YES

Will be present in the forthcoming Annual General Meeting will be held on 23^rd July, 2002.

The Finance Director, Head of Internal Auditor, Office Executive and Statutory Auditor shall be invited/present in the meeting.

YES

The Chief Financial Officer, Head of Internal Auditor, and Statutory Auditors are invited and were present in all the Audit Committee meetings.

The Company Secretary shall act as the secretary to the Committee.

YES

 -  

49 II – B

The Audit Committee shall meet at least thrice a year:

One meeting shall be held before finalisation of Annual Accounts.

YES

A meeting held on 21^st May, 2002, before the finalisation of Accounts for the year ending 31^st March, 2002.

One meeting shall be held in every six months.

YES

The meetings were held on 27^th October, 2001 & 21^st May, 2002.

The quorum shall be either two members or 1/3^rd of the members of the Audit Committee whichever is higher and minimum of two independent directors.

YES

The meetings were attended by all the members.

49 II - C

The Audit Committee shall have the powers which should include:

 

1. to investigate any activity within its terms of reference.

    

    

2. To seek information from any employee.

    

    

3. To obtain outside legal or other professional advice.

    

    

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

    

YES

Action will be taken as and when required

49 II - D

The Audit Committee shall include:

Oversight of the Company’s financial reporting process & the disclosure of its financial information to ensure that the financial statement is correct, sufficient & credible.

YES

 -

Recommending the appointment & removal of external auditor, fixation of audit fees & approval for payment.

YES

The Audit Fee for the year 2001-02 had been fixed in the Committee meeting held on 21^st May, 2002 and recommended re-appointment of the auditors’ from the conclusion of the forthcoming annual general meeting.

Reviewing with management the annual financial statements before submission to the Board.

YES

Annual financial statements were reviewed by the Committee at their meeting held on 21^st May, 2002.

Reviewing with the management, external & internal auditors, the adequacy of internal control systems.

YES

The chief financial officer, external & internal auditors, discussed adequacy of internal control systems at their meeting held on 21^st May, 2002.

Reviewing the adequacy of internal audit function, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

YES

This was reviewed by the Committee at their meeting held on 21^st May, 2002.

Discussion with internal auditors any significant findings and follow up thereon.

YES

 -  

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity.

YES

It will be discussed as and when such matter occurs.

Discussion with external auditors before the audit commences nature and scope of audit and any area of concern.

YES

 -  

Reviewing the Company’s financial and risk management policies.

YES

 -    

The reasons for substantial defaults in the payment to the shareholders & creditors.

YES

No such default made by the Company.

49 II - E

The Company has set up an Audit Committee pursuant to provision of the Companies Act and agrees that the said committee shall have additional functions/ features as is contained in the Listing Agreement.

YES

-    

49 III - A

The Board of Directors shall decide the remuneration of NED’s.

YES

It was decided by the Board at their Board Meeting held on 22^nd May, 2002

49 III - B

Disclosure of the remuneration of the Directors shall be made in the section on the Corporate Governance.

YES

Given in the Annual Report for the year 2001-02

49 IV - A

Board Meeting shall be held at least four times a year with a maximum time gap of four months between any two meetings.

YES

The Board Meetings were held during the year on following dates:

22^nd May, 2001

25^th July, 2001

20^th September, 2001

27^th October, 2001

28^th January, 2002

8^th March, 2002

27^th March, 2002

49 IV - B

A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 committees. It should be mandatory for every director to inform the Company about the Committee positions he occupies in other Companies and notify changes.

YES

-    

49 V - A

Management Discussion and Analysis Report should form part of Annual Report.

YES

Given in the Annual Report for the year 2001-02

49 V - B

Disclosures by management to the Board about material financial, commercial transactions, where they have personal interest.

YES

-  

49 VI - A

In case of Appointment or re-appointment of a Director, the shareholders must be provided;

 

• A brief resume
• Nature of his expertise in specific functional areas
• Directorship in the Companies
• Membership of Committees

YES

Given in the Annual Report for the year 2001-02

49 VI - B

All company information’s to be put out on Company’s web-site.

YES

It is released on our website – www.monsanto.com

49 VI - C

Shareholders/Investors Grievance Committee under chairmanship of NED’s shall be formed.

YES

It is already in existence

49 VI - D

Expedite the Share Transfer

YES

The board delegated the power to transfer the shares to a share transfer committee of office executives to meet every fortnight and to approve the Share Transfers.

49 VII

Report on Corporate Governance

YES

Given in the Annual Report for the year 2001-02.