CORPORATE GOVERNANCE REPORT FOR THE YEAR 2013-2014
1. Company's Philosophy on Corporate Governance
The Company's Philosophy on Corporate Governance is to ensure transparency in all dealings and maintain highest standards of professionalism, integrity, accountability, social responsibility, fairness and business ethics. We consider ourselves as trustees of the shareholders and relentlessly attempt to maximize long-term shareholder value.
Your Directors confirm the practice of good corporate Governance codes by the Company in true spirit and are pleased to present below the Report on Corporate Governance.
2. Board of Directors
The present strength of the Board is Five, comprising of one Executive Chairman & Managing Director and four Independent Directors. The strength of the independent director is 80% of the total Board members leading to an "Independent" Board characteristic. None of the independent director is below the age of 21 years.
None of the Directors on the Board is a member of more than 10 committees and Chairman of more than 5 committees, which is in compliance of Clause 49(1 )(d) of the Listing Agreement.
During the year 4 Board Meetings were held on- 30.05.2013, 08.08.2013, 11.11.2013 and 08.02.2014.
>• The Company places before the Board, all the relevant and necessary information for seeking the necessary consents and suggestions on the operation and plans of the Company.
*• The Information as required under Annexure 1 of Clause 49 of the Listing Agreement is being made available to the Board.
»• The details of pecuniary relationship / transactions with Non-executive Directors during the year is given in the Annual Report.
3. Board Committees
Your Company's Board has three Committees >- Audit Committee *¦ Remuneration Committee
Shares Transfer Cum-lnvestors Grievance Committee
A. Audit Committee
The Board of the company has constituted an Audit Committee on 29th June 2002.
The Committee met on 30.05.2013, 08.08.2013, 11.11.2013 & 08.02.2014 during the year.
The Quorum is two Members present in person.
The Secretary of the Company acts as the Secretary of the Committee.
The Finance Head and the Chief Internal Auditor are permanent invitees.
Terms of Reference:
The role of the audit committee shall include the following: -
a) Review of the Company's financial reporting process and the disclosure of adequate and accurate financial information to ensure that the financial statement is correct, sufficient and credible.
b) Recommending the appointment of statutory auditor, fixation of audit fees and also approval for payment of any other services.
c) Reviewing the annual financial statements in consultation with the management before submission to the board, focusing primarily on:
i. Matters required to be included in the Director's Responsibility Statement which forms a part of the Director's Report pursuant to Subsection (2AA) of Section 217 of the Companies Act, 1956.
ii. Changes, if any, in accounting policies and practices and reasons for the same
iii. Major accounting entries involving estimates based on the exercise of judgment by management
iv. Significant adjustments made in the financial statements arising out of audit findings
v. Compliance with listing and other legal requirements relating to financial statements
vi. Disclosure of any related party transactions
vii. Qualifications in the draft audit report
d) Reviewing the adequacy of internal control systems with the management, external and internal auditors.
e) Reviewing the adequacy of internal audit function, including the structure of the internal control systems.
f) Discussion with internal auditors on any significant findings and follow up there on.
g) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
h) Discussion with external auditor before the audit commence, nature and scope of audit as well as has post-audit discussion to ascertain any area of concern.
i) Reviewing the company's financial and risk management policies.
j) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
B. Remuneration Committee
The Remuneration Committee of the Company was constituted in accordance with Schedule XIII of the Companies Act, 1956 to carry out functions as envisaged under the said Schedule. The committee was constituted on 29th June 2002. The Company does not have any employees' stock option scheme.
Composition of the Committee
The Remuneration Committee consists of the following Directors
(i) Shri V.B.L. Mathur Independent Director
(ii) Shri Shiv S. Sharma -Do-
(iii) Shri Lt. Col. Purshottam Lai Bawa -Do-
During the year No. of meeting of the committee was held - None
C) Share Transfer / Investors Grievances Committee
a) Composition of the Committee:
The Company has formed a Shareholder/Investor Grievance Committee consisting of the following Director and Company Secretary: -
1. Shri Sudhir Khaitan
2. ShriC. P. Vaid
As per SEBI Guidelines, the powers of processing of the share transfers both physical and de-mat mode have been delegated to M/s MCS LTD, New Delhi (Share Transfer Agents) in order to expedite the process of shares transfers, issue of duplicate certificates and certificates after splits/consolidation renewal and re-materialization.
b) Terms of Reference: -
The terms of reference of the Investor Grievance Committee are as follows: -
Ensure redressal of Shareholders and Investors complaints relating to transfer of shares.
Redressal of Investors complaints in respect of de-mat / re-mat and all other complaints whatever their nature.
The company confirms that there were no share transfers lying pending as on 31st March 2014 and all requests for de-materialization and re-materialization of shares as on that date were confirmed/rejected into the NSDL/ CDSL System.
4. Compliance Officer
Shri CP. Vaid, Company Secretary is the Compliance Officer of the company for complying with the requirements of Listing Agreement entered into with the Stock Exchange as also of SEBI (Prohibition of Insider Trading) Regulation, 1992. The E-mail ID of Mr. CP. Vaid is firstname.lastname@example.org
5. Whistle Blower Policy
The company at present does not have Whistle Blower Policy.
6. Secretarial Audit
The company has appointed a qualified Practicing Company Secretary to conduct quarterly secretarial audit of the company for reconcile the admitted capital with National Securities Depositories Limited (NSDL) and Central Depositories Services Limited (CDSL) and the total issue and the listed capital. The secretarial audit reports confirm that the total issued/paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialized shares held with NSDL and CDSL. The Audit committee reviews the quarterly reports of the secretarial audit.
7. Share Transfer System
As per the SEBI guidelines, the company's share transfers, both physical and de-mat mode has been carried by the share transfer agents i.e. M/s. MCS Ltd, Delhi, and all requests for Transfer / De-mat are disposed off within the stipulated time.
8. General Shareholder Information:
(a) Annual General Meeting
Forthcoming Annual General Meetings will be held on or before end of September 2014 at the Company's Registered Office at Kanakpura P.O. Meenawala, Jaipur. The Separate Notice will be issued to Shareholders in due time.
(b) Financial Calendar (Tentative) (April 1st 2014 to 31st March 2015)
Audited Results for the year ending 31.03.2014 :To be Approved and published on or before May 2014.
Mailing of Annual Reports 2013-2014 : End of July 2014
Financial Reporting for the quarter ending 30th June 2014.: Mid of August 2014
Financial Reporting for the quarter ending 30th September 2014. :Mid of November 2014
Financial Reporting for the quarter ending 31st December 2014. :Mid of February 2015
Financial Reporting for the quarter ending 31st March 2015. :End of April 2015
Secretarial Audit for the Quarter ending 30th June 2014. End of July 2014
Secretarial Audit for the Quarter ending 30th September 2014 .: End of October 2014
Secretarial Audit for the Quarter ending 31st December 2014.: End of January 2015
Secretarial Audit for the Quarter ending 31st March 2015.: End of April 2015
Half yearly compliance certificate regarding Transfer activities for the 1st half ended on 30th September 2014. :End of October 2014
Half yearly compliance certificate regarding Transfer activities for the 2nd half ended on 31st March 2015. :End of April 2015
Audit committee meetings End of May 2014, :Mid of August 2014, Mid of November 2014 & Mid of February 2014.
Share Transfer-cum-lnvestor's grievances committee meeting :Monthly between 20th to 25th of every month.
(c) Listing of Equity Shares on Stock Exchange:
The shares of the company are listed at Bombay Stock Exchange. The Listing Fees for the year 2013-14 has already been paid to the respective Stock Exchange.
(d) Name of the Stock Exchange Stock Code
Bombay Stock Exchange Ltd. Dalai Street,
Mumbai - 400 001 504629
f) De-materialization of Shares:
Liquidity - Shares of the company are under the category of compulsory delivery of dematerialized mode by all categories of investors.
The company has signed agreements with both the depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited, as on March 31, 2014, over 2,22,05,559 Nos. of shares of the company are already dematerialized.
(g) Registrar and Share Transfer Agent (For physical and de-mat segment) M/s. MCS Ltd.
F-65,1st Floor, Okhla Industrial Area Phase-I, New Delhi 110 020.
TEL NO: - 011-41406149 FAX:-011-41709881 Email: - email@example.com
a. Related Party Transactions have been disclosed under Schedule No. 33 of Note to the accounts for the year under review.
b. The Company has complied with all the requirements of the Listing Agreements with the Stock exchanges as well as regulation and guidelines of SEBI, as applicable,
c. There were no instance of non-compliance on any law or regulations (during the last three years) and hence, no penalties/strictures.
d. CEO/CFO Certification: - The Chairman & Managing Director & CEO and Financial Advisor have placed certificate for the period ended on 31st March, 2014 before the Board in accordance with Clause 49(V) of the Listing Agreement.
(i) Means of Communication:
The quarterly/un-audited/annually audited financial results of the Company are sent to the Stock Exchanges immediately after the Board of Directors approved them.
The financial results are published in prominent daily newspapers in English and in Hindi. The Annual Reports are posted to every shareholder of the company.
All developments, which have a major impact on the Company's financial, or operations are informed to the Stock Exchanges.
Management Discussion and Analysis forms part of the Annual Report and Accounts sent to the shareholders,
(j) Re-appointment of Director also include
(a) Companies where he is a director
(b) Companies in which he is a member of the committee chairman
(k) Plant Location:
Factory Location Anil Special Steel Industries Limited
Kanakpura, P.O. Meenawala, Jaipur 302012.
Anantpura, P.O. Govindgarh, Tehsil-Chomu, Jaipur-303 712
(l) Address for correspondence:
Correspondence with company Anil Special Steel Industries Limited
Kanakpura, P.O. Meenawala, Jaipur 302012 Tel: -2470211,12,15 Fax: - 0141-2470863, 2470014 firstname.lastname@example.org
Correspondence with Registrar
M/s MCS Limited
F-65, 1st Floor, Okhla Industrial Area, Phase -1, New Delhi - 110 020
TEL NO: - 011-41406149 FAX: - 011-41709881 Email: - email@example.com