REPORT ON CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY CODE OF GOVERNANCE
Corporate Governance is a reflection of policies, culture and relationship with shareowners, employees, customers, suppliers and diverse stakeholders. The company has embedded the best of corporate governance practices in its day-to-day operations aimed at building trust with all stakeholders.
Your Company's.philosophy on Corporate Governance comprises of objective of attainment of highest level of transparency, accountability and equity, in all facets of its operations. The Company firmly believes in and continues to practice good Corporate Governance. During the year the Company has further fine-tuned its corporate practices so as to bring them in line with the revised clause 49 of the listing Agreements.
BOARD OF DIRECTORS Composition
The Board of Directors ("The Board") of the Company Consists of 6 Directors, which constitutes an optimum combination of Executive Non-Executive Directors and Independent Directors, having considerable experience in the field of Steel & Engineering and allied matter. The Board presently has a Non-executive Chairman, Managing Director, Executive Director and three Non-executive Directors. Its composition as on 31.03.2013 was as under:-
(A) indicate Chairmanships/membership in audit committees and investor grievance committee
Board Meetings and Annual General Meeting (AGM)
During the Year under review, Ninteen Board Meetings were held on 30.04.2012, 28.06.2012, 31.07.2012
06.08.2012, 05.09.2012, 27.09.2012, 01.10.2012, 02.11.2012, 21.11.2012, 05.12.2012, 31.12.2012, 05.01.2013
18.01.2013, 28.01.2013, 30.01.2013, 07.02.2013, 18.02.2013, 12.03.2013 and 14.03.2013 The EGM Held on 05.11.2012
The Last AGM was held on 29th September, 2012
A. Audit Committee
The role and terms of reference of the Audit Committee covers the areas mentioned under revised clause 49 of the Listing Agreement and section 292-A of the Companies Act, 1956, besides other terms as may be referred by the Board of Directors, which broadly include:
The Audit committee is to oversee the Company's financial reporting process and disclosure of its financial information, to recommend the appointment of statutory Auditors and fixation of their fees, 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 Exchange and other legal requirements concerning financial statements and related party transactions, if any, to review the Company's financial and risk management policies and discuss with the Internal Auditors any significant findings for follow-up thereon, to review the Quarterly, Half Yearly, and Annual financial statements before they are submitted to the Board of Directors.
The committee also meets the operating management personnel and reviews the operations, new initiatives and performance of the business units. Minutes of the Audit Committee Meetings are circulated to the Members of the Board, discussed and taken note of.
B. Shareholders/Investor Grievance Committee
The Shareholders'/Investors' Grievance Committee has been constituted to take care of matters relating to redressal of shareholders'/investors' complaints, to recommend measures to improve the level of investors' services and simultaneously to expedite the process of share Transfers. The Committee also approves requests for share Transfers/Issue of Duplicate Share Certificates/Issue new certificates on split* consolidation, renewal etc; as also requests for transmission of shares etc. Composition of the Committee as on 31st March, 2013 is Mr. Nandan Kumar Agarwalla, as its Chairman and Mr. Rishi Bajoria and Mr. Binay Modi as its members, Mr. B M Todi who is the compliance officer of the company is the secretary to the Committee.
The Committee looks into the redressal of shareholder and investors complaints like transfer of shares, non receipts of shares, non-receipts of balance-sheet, non-receipt of declared dividends, etc.
Redressal of Investor Grievances
The Company's policy is to addresses all complaints, suggestions and grievances expeditiously and to send/issue replies usually within 7-10 days except in case of dispute over facts or other legal impediments.
Given below is the position of the complaints received and attended during the year 2012-13. Complaints/correspondence/queries received Nil
Complaints/eorrespondence/queries attended Nil
Pending complaints/correspondence/queries as on 31.03.2013 Nil
C. Share Transfer Committee
Composition of the Committee as on 31st March, 2013 is Mr, Nandan Kumar Agarwalla, as its Chairman and Mr. Binay Modi and Mr. Manohar Agarwal as its members, Mr. B M Todi who is the compliance officer of the company is the secretary to the Committee. The committee meet periodically as and when required and is entrusted with transfer / transmission of shares, issue of duplicate share certificates, change of name/status, transposition of names, sub-division/consolidation of share certificates, etc.
Mr. B. M. Todi, Compliance Officer & Secretary to the Committee. The rules and the terms of reference of this Committee are wide enough covering matters specified under the provisions of the Companies Act, 1956 & rules & guidelines regarding transfer of shares. The share transfers approved by the Committee in their meeting is noted at the forthcoming Board Meeting and so on.
The Composition of Remuneration Committee as on 31.03.2013 Mr. Nandan Kumar Agarwalla, Chairman of the committee and Mr. Manohar Agarwal and Mr. Binay Kumar Modi are independent Non-executive director, the remuneration committee determines the remuneration package of the executive director and the relatives of the directors.
Details of Directors Remuneration in FY 2012-13
No Remuneration and sitting fee were given to any Directors except remuneration to the Executive Directors and Managing Director.
The details of transactions with related parties are disclosed in Notes to the Accounts in the Annual Report. All transactions were carried out on arms length basis. None of the transactions with any of the related parties were in conflict with the interest of the Company.
The Company has been suspended from trading on Bombay Stock Exchange Limited (BSE) for non compliance with listing agreement. The Company is in the process of revocation of the above suspension with BSE.
No personnel has been denied access to audit committee.
The company has not issued any debentures/GDRs/ADRs and has not accepted any deposits from the public and there are no warrants or any convertible instruments issued by the Company.
Adoption of Mandatory and Non-Mandatory Requirements
The Company has complied with all the mandatory requirements and has adopted the following non-mandatory requirements of Clause 49.
Remuneration Committee: The Company has set-up a Remuneration Committee to commend, review remuneration of managerial personnel including their relatives. The composition of the committee and the details of meetings held and attendance of members thereat are given elsewhere in this Report.
MEANS OF COMMUNICATIONS
Quarterly results are sent via fax immediately after Board Meetings to the Stock Exchange as required under Listing Agreement and thereafter sent via post to the Stock Exchanges. Quarterly results are published in "Financial Express" in English Language and "Kalantar" in Bengali Language.
The Company's Corporate website http://www.anupmalleables.com <http:http://www.anupmalleables.com> provides information of company's portfolio of business including shareholding pattern, information on compliance with corporate governance and contact details of Company employee responsible for assisting & handling investor grievances.
A qualified Practicing Company Secretary carried out a secretariat audit to reconcile the total issued and listed capital. The audit confirms that the total issued /paid-up capital is in agreement with the total number of shares in physical form.
General Shareholders Information
i) 32nd Annual General Meeting
Venue : 1st Floor, Type-A,
20, Biplabi Dinesh Majumdaer Sarani
Kolkata 700057 Time :11.00 AM
Date : September 28, 2013
ii) Financial Calendar: April to March
Hi) Date of Book Closure:
24th September, 2013 to 28th September, 2013 (Both days inclusive)
iv) Listing on Stock Exchanges
1. The Bombay Stock Exchange Limited, Mumbai
Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai -400023
2. The Calcutta Stock Exchange Association Ltd. 7 Lyons Range, Kolkata 700001
The Stock Exchange, Mumbai
The Calcutta Stock Exchange Association Ltd
There is no regular transaction at Bombay Exchange Limited as trading of Shares of the company is suspended.
Registrar & Share Transfer System
M/s. Niche Technologies Private Limited, D-511, Bagree Market, 71, B.R.B. Basu Road, Kolkata - 700 001
Phones: 2234-3576/2235-7270/7271 Fax: 91-033-2215-6823
Dematerialisation of shares:
The Company's shares are dematerialized 72.15%.
There are no outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity:
The Company owns one factory, situated at G. T. Road, Kandra, P.O. Bhitia, Govindpur, Dhanbad - 828109 in the state of Jharkhand.
Address for Correspondence
Regd. Office: 20, Biplabai Dinesh Majumder Sarani,
Type - A, 1st floor, Kolkata - 700053
Telefax - 24988864
Compliance Officer Mr. B M Todi
20, Biplabai Dinesh Majumder Sarani, Type - A, 1st floor, Kolkata - 700053 Telefax - 24988864