REPORT ON CORPORATE GOVERNANCE
(Pursuant to clause 49 of the Listing Agreement)
COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's philosophy of Corporate Governance is aimed at assisting the top management of the Company in the efficient conduct of its business and in meeting its obligations to the shareholders. The company continues to comply with the Corporate Governance code and is' committed to learn and adopt the best practices of corporate governance and maintain transparency, in its dealings with its stakeholders and public at large and thus endorse highest standards of Corporate Governance in the years to come.
L BOARD OF DIRECTORS
A. Composition of Board
The present strength of Board of Directors of your Company was Seven Directors.
(B). Non-executive directors compensation.
None of the non-executive directors is paid any remuneration.
Mr. D. C. Mehta holds 2972 shares of the company.
None of the other Non- Executive directors holds any shares in the Company.
C. Independent Directors
The independent directors are not related to promoters or management at the Board level.
They review at every board meeting legal compliance report prepared by the Company.
D. Board procedure
Six Board Meetings were held during the Financial Year 2010- 2011. The dates oh which the said meetings were held are as follows:
30.04.2010,12.05.2010, 29:07.2010, 27.08.2010,12.11.2010 and on 09.02.2011
The company has a process to provide the information to the Board as required under Annexure I to clause 49, which was followed.
All the directors have made necessary disclosures about the committee positions, they occupy in other companies.
The Company has not entered into any materially significant transactions during the year under report with promoters, Directors, senior management personnel etc. other than transactions if any, entered into in the normal course of Company's business.
E. Code of Conduct: -
The Board has laid down a code of conduct for Board members and Senior management personnel of the Company. The Board members and Senior management personnel have affirmed compliance with the said code of conduct. A certificate to this effect, given by Mr. Chandrashekhar Dhongde, Managing Director of the Company is attached to this report.
II. AUDIT COMMITTEE
The Audit Committee presently comprises of following three Directors
1. Mr. D. C. Mehta- Director
2. Mr. Sanjay Gaikwad- Independent and Non- Executive Director
3. Mr. Rajiv Raje- Independent and Non- Executive Director
Mr. D. C. Mehta, Director is the Chairman of the Audit Committee. The members of the Committee have the relevant experience in the field of finance, taxation and accounting, with Mr. Rajiv Raje being a Chartered Accountant haying good experience in Corporate finance and other related matters.
Besides the Internal Auditors, Statutory Auditors and Finance Personnel are invitees to the Audit Committee.
The Audit Committee reviews all the issues that are required to be mandatory reviewed by it under Corporate Governance.
The powers and role of the Audit Committee over the matters specified under Clause 49 of the Listing Agreement such as oversight of the Company's financial reporting process, recommending the appointment/, re-appointment of statutory auditors; reviewing with tire management annual financial statements; quarterly financial statements and matters as covered under role of audit committee in Clause 49. The audit committee has powers interalia, to investigate any activity within its terms of reference and to seek outside legal and professional advise.
Five meetings of the Committee were held during the year 2010-2011. The dates on which the meetings were held are as follows:
12.05.2010,29.07.2010, 27.08.2010,12.11.2010, 09.02.2011
The Chairman of the Audit committee was present at the 43rd Annual General Meeting held on September 27, 2010
III. WHISTLE BLOWER POLICY
The Company has not framed any whistle blower policy. However, no. person has been denied any access to the audit committee.
The Company has not adopted non- mandatory requirements of clause 49. However the particulars relating to the remuneration committee are given in this report.
IV. SUBSIDIARY COMPANY
The Company has no subsidiary Company.
A. Related Party Transactions
The particulars of transactions between the Company and its related parties as per Accounting Standards is set out in notes to accounts in the Annual Report. However, these transactions are not likely to have any Conflict with the Company's interest
B. Risk Management
The Company has adopted a Risk assessment and minimization policy during the year and the Board of Directors have been informed, from time to time the business risks faced by the Company and the steps taken by the management to face them.
C. Proceeds from Initial Public Offerings (IPOs)
The Company has not made any IPO during the year.
D. REMUNERATION COMMITTEE
The remuneration committee comprises solely of independent non-executive directors namely Mr. D. C. Mehta, Mr. Rajeev Raje, Mr. Sanjay Gaikwad. Mr. D. C. Mehta is the Chairman of the Remuneration committee.
The Remuneration committee deals with the matters specified in clause 49 of the listing agreement and also reviews the overall compensation structure arid polices of the company.
No meeting of the committee was held on during the year 2010-2011.
The Company does not have a scheme for grant of stock options.
A separate report on Management Discussion and Analysis which forms part of the report is annexed.
F. SHAREHOLDERS' / INVESTORS' GRIEVANCE COMMITTEE
Shareholders'/ Investors' Grievance Committee comprises of Mr. D. C. Mehta, Mr. Chandrashekhar Dhongde, Mr. Sanjay Gaikwad. Mr. D.C. Mehta is the Chairperson of the Committee.
The Committee looks into redressing of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend etc. Mr. N.E. Narwade is appointed as the Compliance Officer.
Four Meetings of the committee were held during the year 2010-2011 .The dates of the meetings are as follows:
30.04.2010, 29.07.2010,12.11.2010 and 09.02.2011
The Board of directors has delegated the power of approving transfer/transmission of shares to share transfer committee which met on regular basis during the year 2010-2011.
The total number of complaints received and replied to the satisfaction of shareholders during the year under review, was Nil. No requests for transfers were pending for approval as on 31st March, 2011
G. MEANS OF COMMUNICATION
The quarterly and half-yearly results are regularly submitted to the stock Exchanges in accordance with the Listing Agreement and are published in the following newspapers -Business Standard and Mahanayak. These are not sent individually to the shareholders.
There were no presentations made to the institutional investors or analysts.
H. GENERAL SHAREHOLDERS' INFORMATION
1. Annual General Meeting –
Date and Time – Friday, December 30, 2011 at 3.00 p.m.
Venue -Sunville Deluxe Pavallion, 9, Dr. Annie Besant Road, Worli, Mumbai 400 018
2 Financial Calendar
l»t April 2011 to 31st March 2012
First quarter results - last week of June*
Second quarter results - last week of October*
Third quarter results-last week of January*
Fourth quarter results - last week of April* *Tentattve
3. Date of Book Closure:
From, Thursday, December 29, 2011 to Friday, December 30,2011.
4. Dividend Payment Date: -
5 Listing on Stock Exchange:
The Bombay, Stock Exchange Ltd. (BSE)
6(a) Stock Code –
Physical: 506093 at BSE
(b) ISIN Number in NSDL and CDSL: INE528H01017
7. Registrar & Transfer Agents:
Satellite Corporate Services Private Limited, having their office at: B-302, Sony Apartment, Opp.St. Jude's High School, Off Andheri Kurla Road, Jarimari Sakinaka, Mumbai - 400053.
8. Share Transfer System
Share transfers are registered and duly transferred share certificates are returned to. the lodger within a period of thirty days from the date of receipt, if the documents are otherwise in order.
The share transfer committee meets as often as possible to approve transfers and related matters as may be required.
9. Outstanding GDRs / ADRs/ Warrants or any convertible instrumehts conversion date and Ukely impact on equity:
10..Dematerialization of shares and Liquidity -
As on 31st March, 2011, 91.50% of the paid up share capital has been dematerialized.
The Company's plant is located at: 67, MIDC Industrial Estate, Satpur, Nashik 420007
13. Address for Correspondences .
Registrar and Share Transfer Agents:
Satellite Corporate Services Private Limited
Unit :BCL FORGINGS LIMITED
B-302, Sony Apartment, Opp.St. Jude's,High School, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai - 400053
Tel: +91 22 28520462 Fax: +91 2228511809
Mr. N.E. Narwade, Director
67, MIDC Industrial Estate, Satpur, Nashik 420007
I. CEO/CFO Certification
A Certificate from the Managing Director of the Company in terms of Clause 49 (V) of the Listing Agreement was placed before the Board Meeting held on 24.11.2011 to approve the Audited Annual Accounts for the year ended 31st March, 2011.