Corporate Governance Timken India Limited

The Timken Company is dedicated to the highest standard of ethics and integrity and has successfully applied these standards to the business.Today,our responsibilities to the investment community demand an even greater dedication to these qualities.And after more than 100 years in business, ethics and integrity are still fundamental qualities at Timken. We have longstanding policies and practices to ensure that our company continues to be managed with integrity. We continue to manage the same practices in India.

Board of Directors

James R Menning       Chairman

Ajay K Das                 Managing Director

Niroop Mahanty

Jai S Pathak

P S Dasgupta

Deepak Rastogi

Committee Composition

Below is a summary of the Committees of the Board as per Clause 49 of the Listing Agreement.

M= MEMBER

C=CHAIRMAN

 Audit Committee

 The role of the Audit Committee include:

1. Oversight of the Compnay's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board-appointment, reappointment and if required, the replacement/removal of the Statutory Auditor and fixation of audit fees,approval of payment to Statutory Auditors for any other services rendered.
3. Review with the management the annual financial information,quarterly financial statements before submission to the Board of Directors.
4. Review with the management performance of Statutory and Internal Auditors, adequacy of internal control system.
5. Review the adequacy of internal audit function, etc.

Remuneration Committee

Broad terms of reference of the Remuneration Committee include determination of the Company's policy on specific remuneration packages for executive directors of the Company.

Investor Grievance Committee

Terms of reference of this Committee include looking into redressal of investor complaints, eg, transfer of shares, non receipt of balance sheet, etc. and also to authorize registration of transfer of shares, issue of duplicate/new certificates, etc.