CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON THE CODE OF GOVERNANCE
Corporate Governance essentially is the system by which companies are directed and controlled by the management in the best interest of the stakeholders and others.Corporate Governance ensures fairness, transparency and integrity of the management. Corporate Governance is a way of life, rather than a mere legal compulsion.
The Company's philosophy on Corporate Governance is guided by strong emphasis on transparency, accountability, responsibility, fairness, integrity and delegation across all facets of its operations leading to sharply focused and operationally efficient growth. The Company's beliefs on Corporate Governance are intended at supporting the management of the Company for competent conduct of its business and ensuring long term value for shareholders , employees, customers and statutory authorities.
The Company is committed to implement the standards of good Corporate Governance and endeavors to preserve nurture these core values in all its activities with an aim to increase and sustain its corporate value through growth and innovation.
In compliance with the disclosure requirements of Clause 49 of the Listing Agreement executed with the stock exchange, the details are set out below :
2. BOARD OF DIRECTORS :
The Board has an optimum combination of Executive and Non-Executive Directors and is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges in which the Company's shares are listed.
None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees (as per Clause 49 (II) (D )(2). All the Directors have made the requisite disclosure regarding Committee position held by them in other Companies.
Meetings Held :
The Board met 5 (Five times) on the following dates during the financial year 2014 - 15 :
May 28, 2014 August 7, 2014 November 12, 2014 February 12, 2015 October 16, 2014
• Provident Fund Contribution of ^ 3,73,680/- of Shri Rohit Bajaj, Managing Director & Shri Sunil Bajaj, Executive Director not been included.
• Remuneration of Dr. Mahendra Kumar Sharma has been taken on record from 01.01.2015 onwards ie. after been approved by the shareholders/members of the Company, as Wholetime Director & Chief Executive Officer (CEO) of the Company. Provident Fund Contribution of Rs.1,29,600/- for period of Three Months (01.01.2015 - 31.03.2015) has not been included.
3. AUDIT COMMITTEE:
Shri Rahul Patwi Company Secretary acts as the Secretary to the Committee All the members of the Committee have wide exposure and possess sound knowledge in the area of accounts, finance, audit , internal controls etc. The Composition of the Committee is in conformity with Clause 49 (II) (A) of the Listing Agreement.
Terms of Reference :
The terms of reference of the Audit Committee, broadly as under :
(a) Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are true and fair ;
(b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;
(c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors ;
(d) Reviewing, with Management, the quarterly and annual financial statements before submission to the Board for approval ;
(e) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems ;
(f) 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 ;
(g) Discussion with the auditors before the audit commences, about the nature and scope of the audit as well as post - audit discussion to ascertain any area of concern;
(h) To look into the reasons, if any, for substantial defaults in the payments to the depositors, creditors , shareholders (in case of non- payment of declared dividend) etc.
Meetings Held :
The Audit Committee met Four (4) Times on the following dates during the financial year 2014 - 15 : May 28, 2014 August 7, 2014 November 12, 2014 February 12, 2015
4. NOMINATION & REMUNERATION COMMITTEE
*The Chairman for every committee meeting shall be elected from the present committee members on that meeting.
Shri Rahul Patwi, Company Secretary acts as the Secretary to the Committee. Terms of Reference :
(a) To appraise the performance of Managing and Executive Director , &
(b) To determine and recommend to the Board, compensation payable to the Managing and Executive Director .
Remuneration Policy :
The Company's pays remuneration to its Managing Director and Executive Director by way of salary, perquisites , allowances and commission. Salary is paid within the overall limits approved by the members of the Company subject to the overall ceiling as stipulated in Sections 197 and 198 of the Companies Act, 2013.
Meetings Held :
The Remuneration Committee met Two (2) times on the following dates during the Financial year 2013 - 14 ie. on May 29, 2014 & November 12, 2014
5. STAKEHOLDER'S RELATIONSHIP COMMITTEE :
Shri Rahul Patwi, Company Secretary acts as the Secretary to the Committee Terms of Reference :
To look into redressal of investors' complaints and request such as transfer of shares / debentures, non- receipt of dividend, annual reports etc.
Meetings Held :
The Stakeholders' Relationship Committee met Six (6) times on the following dates during the financial year 2014-15 :
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR ) Composition :
The policy objectives of the Company as per Schedule VII of The Companies Act, 2013 are as follows:
(a) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water:
(b) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
(c) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;
(d) Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.
(e) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.
Meetings Held :
The CSR Committee met One (1) time on the below mentioned date during the Financial year 2014-15 ie. on 12th February, 2015
Name, Designation and Address of Compliance Officer: Shri Rahul Patwi, Company Secretary Bajaj Steel Industries LimitedImambada Road,Nagpur- 440018
E. mail : firstname.lastname@example.org
7. CODE OF CONDUCT :
The Board of Directors have laid down a code of conduct for all Board members and senior management of the Company. All Directors and Senior Management Personnel have affirmed compliance with the code of conduct as approved and adopted by the Board of Directors of the Company.
9. DISCLOSURES :
Enterprises over which the Key Managerial Personnel and their relatives are able to exercise significant influence :
Associated Biscuit Company Limited, Bajaj Chemoplast (I) Limited, Bajaj Trade Development Limited, Bajaj Exports Pvt Limited, Rohit Polytex Limited, Prosperous Finance Services Limited, Ampee Textiles Pvt Limited, Twinstar Plasticoats Pvt Limited, Bajaj Global Limited, Vidarbha Tradelinks Pvt. Limited, Glycosic Merchants Pvt Limited, Xerxes Traders Pvt Limited Bajaj Marketing Services, Rohit Machines & Fabricators Limited, Gangalaxmi Agrotech Limited, Gangalaxmi Industries Ltd, Luk Technical Services Pvt Limited ,Luk Plastcon Limited, Plast Master Batches Limited, Luk Infrastructure Pvt Limited, Enbee Trade and Finance Limited ,Tashi India Limited, Luk Bedrocks Private Limited, Nagpur Infotech Pvt.Ltd, Bajaj Polymin Ltd., Luk Bricks Pvt. Ltd., Bajaj Polyblends Pvt. Ltd , Bajaj Superpack Ltd, Bajaj Gintech Pvt. Ltd., Bajaj Plastics Pvt. Ltd., Bajaj Cotgin Pvt. Ltd & Bajaj Reinforcements LLP
Statutory Compliance, Penalties :
The Company has complied with the requirements of the Stock Exchange / SEBI and Statutory Authority on all matters related to the capital markets during the last three years. No penalties or strictures have been imposed on the Company by these authorities.
CEO / CFO Certification :
The Managing Director /Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) have certified to the Board in accordance with Clause 49(V) of the Listing Agreement pertaining to CEO / CFO certification for the financial year ended March 31, 2015.
10. NON-MANDATORY REQUIREMENTS :
The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating to Corporate Governance.
11. MEANS OF COMMUNICATION :
Website : The Company's website www.bajajngp.com contains a separate dedicated section "Investor Relations" where shareholders information is available. Full Annual Report is also available on the website in a user friendly and downloadable form.
Financial Results : The Annual , Half Yearly and quarterly results are regularly posted by the Company on its website www.bajajngp.com These are also submitted to the Stock Exchanges in accordance with the Listing Agreement and published in Indian Express(English) , Loksatta (Marathi Edition)
Annual Report : Annual Report containing inter- alia Audited Annual Accounts, Directors' Report, Auditors' Report and other important information is circulated to Members and other entitled thereto.
Corporate Filing : Announcements, Quarterly Shareholding Pattern etc., of the Company regularly filed and are also available on the website of The Bombay Stock Exchange Ltd www.bseindia.com
12. GENERAL SHAREHOLDER INFORMATION :
Annual General Meeting :
Day, Date and Time :
Wednesday on 23rd Day of September, 2015 at 4.00 P.M.
Venue : VIA Hall, Udyog Bhawan, Civil Lines, Nagpur - 440001
Financial Year :
April to March
Book Closure Date :
31.08.2015 to 23.09.2105 (both days are inclusive)
Dividend payment Date :
Listing on Stock :
The Company's shares are listed on the Bombay StockExchange Ltd, The Delhi Stock Exchange Ltd &The
Calcutta Stock Exchange Ltd.
The Company has paid the Annual Listing fees for the Financial Year 2014 -15
Scrip Code :
The Bombay Stock Exchange Limited : 507944
ADDRESS FOR CORRESPONDENCE OF SHAREHOLDERS/ INVESTOR
For all matters relating to shares and Dematerialisation of shares, Change of address etc be sent to
M/s Adroit Corporate Services Private Limited ls*Floor, 19/20, Jaferbhoy Industrial Estate Makwana Road, Marol Naka, Mumbai-400 059 Tel: 022 28590942 / 4442/ 4428/4060 E.mail: adroits®,vsnl.net
For all matters relating to Annual Reports / Dividend:
The Company Secretary Bajaj Steel Industries Limited Imambada Road Nagpur-440018 Tel: 0712- 2720071 - 80 Fax: 0712-2728050 E.mail : email@example.com
Share Transfer Process :
Presently, the share transfers which are received in physical form are processed and transferred by Registrar and Share Transfer Agent and the share certificates are returned within a period of 15 -20 days from the date of receipt, subject to the documents being valid and complete in all respects and confirmation in respect of the request for Dematerialisation of shares is sent to the respective depositories i.e. National Securities Depository Limited( NSDL) and Central Depository Services (India) Limited (CDSL) expeditiously.
Secretarial Audit :
Pursuant to Clause 47 (c ) of the Listing Agreement with the Stock Exchanges, certificates on half yearly basis, have been issued by a Company Secretary in Practice for due compliance of share transfer formalities by the Company.
The Statutory Auditor of the company carried out a Secretarial Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL / CDSL).