1. Company's philosophy on code of corporate governance:
The company is committed to ensure high standards of transparency and accountability in all its activities. The best management practices and high levels of integrity in decision making are followed to ensure long term wealth generation and creation of value for all the stakeholders.
At Ashiana, Corporate Governance principles are enshrined by way of promoting and maintaining highest standards of integrity, transparency and accountability. It has become vital to retain the trust and confidence of stakeholders and customers. Your company strives to adopt the highest standards by not only adhering to the principles and provisions of Companies Act, 2015 and Clause 49 of the Listing Agreement with the Stock Exchange but is also committed to sound Corporate Governance principles and practices and also keeps track of the best practices being followed worldwide. Our Corporate governance practices are illustrated as follows:
2. Board of Directors:
The Directors of the Company are appointed by the shareholders at the Annual General Meetings. The Board has established various committees for effective discharge of its responsibilities.The Board consists of optimum no. of Independent Directors. The Board critically evaluates the Company's strategic direction, management policies and their effectiveness. The Board also review the related party transactions and other reports. The Board works in a harmonious fashion for achieving the long-term benefit to the Company and stakeholders.
The Board in consultation with Nomination and Remuneration Committee selects new Directors including Independent Directors. The Committee after considering qualifications, positive attributes, number of directorships and memberships held in various committees make recommendations for the selection of Directors. All independent directors possess the requisite qualifications and are very experienced in their own fields.
As per the current provisions of law, every Independent Director, at the first meeting of the Board where he participates as such director and thereafter at the first board meeting of every financial year, shall give a declaration of his independence as provided under law. Necessary disclosures have been obtained from all the directors regarding their directorship and have been taken on record by the Board.
(ii) Board Meetings, Attendance at the Board Meetings and the last Annual General Meeting, Outside Directorships and other Board Committees:
None of the Directors on the Board is a member of more than 10 committees and chairman of more than 5 committees (as specified in the clause 49 of the listing agreement)
Familiarization program for Directors
All new Non-Executive Independent Directors induced to the Board are being exposed to the familiarization program to understand their role and responsibilities in clear terms and thus to discharge their liabilities in an efficient manner. Also, the policy of separate meetings of independent directors also helps in achieving the goal of updating them with all recent business-related issues whereby the other executive directors throw light on relevant issues by sharing their views, opinions and expertise on those issues.
The familiarization program can be accessed on the company's website at www.ashianaispat.in/corporate <http://www.ashianaispat.in/corporate>
Evaluation of Directors
The Board in consultation with Nomination and Remuneration Committee formulates an evaluation program to analyze the performance of executive/non-executive/independent Directors through peer evaluation method, where by a Director is evaluated by all other Directors as against some performance indicators. The Board periodically evaluates the performance of Directors for identifying possible areas of improvement. 3. Number of Board meetings held and the date on which held
Generally, the Board meets once in every quarter to discuss about the quarterly results and other relevant items and also at the time of AGM of the shareholders. Additional Board meetings are convened as per the exigencies/ urgencies of business situations.
Five Board meetings were held during the year ended March 31, 2015, which were held on as follows; May 30, 2014, August 8, 2014, November 14, 2014, February 13, 2015, March 20, 2015.
The Board has unrestricted access to the company related information and the items/ matters which are generally placed before the Board include:
• Quarterly results of the company
• Company's Annual Financial results, Financial Statements, Report of Board and Auditors.
• Minutes of the meeting of Audit Committee and other committees of the Board.
• Appointment, remuneration and resignation of Directors.
• Disclosures of Director's interest and their shareholding.
• Appointment/ removal of KMPs, Internal and Secretarial Auditor
• Declaration of Independent Directors at the time of appointment/ on annual basis
• Significant changes in accounting policies and internal controls
• Statement of significant related party transactions
• Borrowing of monies, giving guarantees or providing security
• Compliance Certificate(s)
The Chairman of the Board in consultation with the Company Secretary together finalize the agenda items for Board meetings .While preparing the agenda items and minutes of the meeting, all the relevant provisions of the Companies Act, 2013 are being complied with by the Company Secretary.The agenda of the meeting along with the notice are circulated in advance to all the Directors for facilitating meaningful and focused discussion on the agenda items. Meeting of Independent Directors
As per Schedule IV of the Companies Act, 2013 and the Rules made thereunder, Independent Directors are required to meet at least once during the year without the presence of other Executive Directors, for the purpose of reviewing the performance of Chairman, access the flow of information and to review the performance of other non-independent Directors. The meeting of Independent Directors took place on 25.02.2015 to discuss the various strategic issues relevant to the Company. The meeting ensures best corporate governance practices are being carried on and adhered to by the Company, which is in the best interest of the Company and its stakeholders.
COMMITTEES OF THE BOARD
4. Audit Committee:
The Audit committee comprises of 3 independent Directors as on March 31, 2015:- Mr. T.C. Kansal, Mr. R.P. Bansal and Mr. Rajesh Kumar Pal, all being non- executive and independent Directors. Shri Md. Harun Rashid Ansari, Company Secretary acts as the Secretary to the audit committee. The Committee is appointed in accordance with the terms of reference specified in writing by the Board. The Committee's constitution and terms of reference are in consonance with the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement. All the members of the Committee have relevant working experience in financial matters. Function of Audit Committee:
The Audit Committee of the Company's is entrusted with the responsibility to supervise the company's internal controls and financial process including:
9 overseeing the company's financial reporting process and disclosure of financial information with highest transparency
9 recommending the appointment and removal of external auditors, fixation of audit fee and approval for payment of any other services
9 reviewing with management the quarterly and annual financial results before submission to the Board;
9 reviewing the adequacy of internal control systems with the management , external auditors and internal auditor
9 discussion with external and internal auditors, before the audit commences, the nature and scope of audit as well as having post-audit discussions to ascertain areas of concern, if any.
9 reviewing the appointment and removal of cost auditors.
9 reviewing the matters to be included in the Board's report in terms of Section 134(3) of the Companies Act, 2013
9 overview the compliance with listing agreement and other requirements w.r.t financial statements of the Company
9 reviewing the auditor's independence.
9 review and approval of significant related party transactions
9 reviewing and performing such other functions as has been defined in the terms of reference
5. Nomination & Remuneration Committee:
The Board has constituted the Nomination & Remuneration Committee consisting of Non-executive Independent Directors and its composition is in consonance with the provisions of Companies Act, 2013, Nomination &Remuneration committee consists of 3 Non-executive Independent Directors viz. Sh.T.C Kansal, Sh. R.P. Bansal and Sh. Rajesh Kumar Pal, as on March 31, 2015.
The purpose of the committee is to oversee the nomination process for top-level management and specifically toidentify, review individuals for serving as executive directors and independent directors. The Committee identify and selects persons who are qualified to become Executive Directors, Non- Executive Directors and Independent Directors. The committee also recommends/ reviews to the Board a policy relating to the remuneration for the directors, key managerial personnel.
Details of remuneration paid to Managing Director/ Whole time -Director are as follows:
Sh. Naresh Chand Managing Director Rs. 1,25,000/- p.m
Sh. Neeraj Kumar Jain Managing Director (Works) Rs. 1,20,000/- p.m
Sh. Puneet Jain Whole-time Director Rs. 1,20,000/- p.m
Sh. Sanjay Kumar Jain Whole-time Director Rs. 1,20,000/- p.m
Remuneration paid to non-executive directors:
No remuneration is paid to Non-executive Directors except sitting fees for attending the meeting of Board of Directors and committee thereof.
6. Stakeholders Relationship committee:
Stakeholders relationship committee is headed by Sh. Naresh Chand, Managing Director of the Company as chairman and comprises two other Directors Sh. T.C. Kansal and Sh. R.P. Bansal as members, as on March 31, 2015. The Committee's composition and terms of reference are in consonance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement.
The committee overviews the case of transfer/transmission of shares, issue of duplicate share certificates, review the performance of the Registrar & Transfer Agents.
The Committee expressed satisfaction on Company's performance for redressing the investor's complaints received during the year .All complaints received from shareholders during the year have been readdressed. No shareholders complaints were pending as on 31.03.2015.
Share Transfer/ Transmission Committee:
The Share Transfer / Transmission Committee is formed as per the requirement of relevant rules exclusively to look into share transfer and related applications received from shareholders, with a view to accelerate the transfer procedures. Whistle Blower Policy/ Vigil mechanism
The Company has established a well-defined vigil mechanism for addressing the grievances/unethical behavior by the employees and also to report prima facie violations of applicable laws. The aggrieved employee has direct access to the Chairman of the Audit Committee.
Code of Conduct for the Board members & Senior Management Team:
In compliance to Clause 49 of the Listing agreement and relevant provisions of the Companies Act, 2013, the board has laid down a Code of Conduct for all Board Members and senior management Team. The Code implies that Board of Directors effectively fulfils their fiduciary obligations towards the stakeholders and that the Board shall act on the principles of honesty, integrity, transparency and impartiality for effectively discharging their duty of protection of
The related party transactions have been disclosed in Notes of Account forming part of the Statement of Accounts for the financial year ended 31st March, 2015 and since the necessary disclosures were made in respect of the said transactions to the respective Boards of Directors, no transaction is considered to be in potential conflict with the interests of the company at large.
The Non-Executive Directors had no pecuniary relationships or transactions vis-a-vis the company during the year except receipt of sittingfee for attending the meetings of the Board/Committee.
There has not been any non-compliance, penalties or strictures imposed on the company by the Stock Exchange (s), Securities and Exchange Board of India or any other statutory authority, on any matter relating to the capital markets, during the last three years.
The Company has duly complied with all the mandatory clauses of the Listing Agreement.
10. Communication to the shareholders
The Company follows the practice of giving timely information on financial performance and other relevant information to the stakeholders and to all Stock Exchanges where the shares of the Company are listed. The quarterly/annual financial results are published in the newspapers: The financial Express and Jansatta and also displayed on the Company's website.
The Company also maintains its official website www.ashianaispat.in <http://www.ashianaispat.in> wherein it maintains a separate and dedicated section called "Investor Relations" wherein it provides all the requisite information pertaining to shareholders. Annual Reports in the downloadable format are also being provided for in the website and also regularly sent to the shareholders by e-mail, whose e-mail address are available with the Registrar & Transfer Agent and also sent by Registered post to those who have not provided their respective e-mail address or have requested the physical copy. The printed copy of the Managing Director's Statement is distributed to shareholders at AGM. Managing Director's Statement also forms the part of the Annual Report.
Moreover, the quarterly, Half-yearly and Annual Results and other BSE Filings are also available on the BSE website, www.bseindia.com <http://www.bseindia.com> in an electronic website, which can be accessed by providing the Scrip Code-513401 and can be downloaded .
The Company keeps regular track of the complaints of the investors through a user-friendly web based redressal forum-SCORES and resolve complaints in the form of Action Taken Reports (ATRs) which can also be viewed by the complainant shareholder as well as the concerned Stock Exchange The quarterly financial results during the financial year 2014-15 were published as follows:Official news releases and notices etc. are sent to the Stock Exchange at Mumbai where shares of the company are listed.
11. General shareholders information:
Company Registration Details
The Company is registered in the State of Rajasthan with Corporate Identity No. (CIN): L27107RJ1992PLC006611.
(b) Annual General Meeting:
Date and time: 28th September 2015 at 09.30 A.M.
A-1116, Phase-III, RIICO Industrial Area, Bhiwadi-301019, Dist- Alwar-Rajasthan. (c) Financial Calendar (tentative and subject to change)
Annual General Meeting : 28.09.2015, 09.30 A.M
Results for the quarter ending 30.06.2015 : On or before August, 2015
Results for the quarter ending 30.09.2015 : On or before November, 2015
Results for the quarter ending 31.12.2015 : On or before February, 2016
Results for the quarter ending 31.03.2016 : On or before May, 2016
(c) Book Closure Date : 22.09.2015 to 28.09.2015
(d) Listing of Equity Shares :
Mumbai (BSE)-Phiroze Jeejebhoy Towers, Dalal Street, Mumbai-400 001
g) Registrar & Share Transfer Agent and : Link Intime India Private Ltd. 44, Community Centre,2nd Floor, Naraina Industrial Area, Phase-I, Near PVR Cinema, New Delhi-110028, Ph-011-41410592-
Share Transfer System:
The Board has delegated authority for approving transfer, transmission etc. of shares to the Stakeholder's Relationship Committee, who will approve the relevant transfers after being reviewed and approved by the Company Secretary, and the same will be forwarded to the Registrar & Share Transfer Agent. The decisions of the committee will be considered in the Board Meeting.
The Company also obtained certificate from a Company Secretary in Practice w.r.t share transfer formalities under Clause 47 (c) of the Listing Agreement and files the same with the Stock Exchange on half-yearly basis.
Auditor's Certificate on Corporate Governance
As provided under Clause 49 of the Listing Agreement, Auditor's Certificate certifying the compliance of conditions of Corporate Governance under Clause 49 of the Listing Agreement forms part of this Report.
The requisite certificate forms part of this Report in terms of Clause 49 of the Listing Agreement. The above report was adopted by the Board of Directors at their meeting held on 30.05.2015. Declaration regarding compliance of code of conduct:
I, Naresh Chand, Managing director of Ashiana Ispat Limited hereby declare that all Board Members and Senior Management Personnel have affirmed compliance of the code of conduct during the financial year ended 31.03.2015.
Sd/- (Naresh Chand)
Managing Director DIN :00004500