CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges)
1. BOARD OF DIRECTORS
The Board of Directors comprises of Five Directors as on March 31, 2009.
The composition is as under:
Name of the Director Position
Mr. S. Madhav Managing Director
Mr.T.K. Ray Nominee Director of IFCI
Mr. CNB Nair Special Director of BIFR
Smt.S. Parvathi Director
Mr.Gopal KN Tatachar Director
1.2 Meetings and attendance record of each Director :
(i) Five Meetings of the Board of Directors were held during the 12 months period ended on 31.03.09 :
1. 25th April, 2008
2. 22nd July, 2008
3. 22nd August, 2008
4. 24th October, 2008
5. 30th January, 2009
1.3 Remuneration of Directors:
The details of remuneration paid to the whole time Directors of the Company are given below:
Name of the Director : Mr. S. Madhav
Salary (Rs.) : 3,69,000/-
Perquisites (Rs.) : Nil
Notice Period : Nil
Note; Salary includes Basic Salary, Allowances, contribution to provident and Other Funds and perquisites (including . monetary value of taxable perquisistes), etc.
1.4 Re-appointment of Directors
The following Directors of the Company retiring by rotation and proposed to be re-appointed at the ensuing Annual General Meeting are as under:
Name of the Director Position
1. Mr. S. Madhav Director
2. AUDIT COMMITTEE
(i) Four Audit Committee meetings were held during the year ended 31st March 2009
(ii) The role and powers of the Audit Committee are as laid down under the relevant clause of the Listing Agreement and Section 292 (A) of the Companies' Act, 1956.
3. SHAREHOLDERS AND INVESTORS GRIEVANCE COMMITTEE
The Company has constituted Shareholders / Investors Grievance Committee. There we're no complaints pending for reply as on 31st March, 2009. There were no share transfers pending for registration as on the said date.
(i) The details of related parties viz., Promoters, Directors or the Management, their Subsidiaries or relatives conflicting with Company's interest are given in Note No.23 of schedule 19 of the accounts.
(ii) No Penalties or strictures have been imposed on the Company by Stock Exchange or any statutory authority on any matter related to capital market during the period under review except the SEBI restrained the Company and its Directors namely Mr. S. Madhav, Smt. S. Parvathi, Mr. Ram Nain Pandey from accessing the securities market and further prohibited from associating with securities market to buy, sell or deal in securities either directly or indirectly for a period of 5 years w.e.f. 01.02.2006.
5. MEANS OF COMMUNICATION
The quarterly, half yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after they were approved by the Board. These are widely published in national and regional newspapers.
6. GENERAL SHAREHOLDERS INFORMATION
6.1 Registered Office
Bellary Steels and Alloys Limited, S-10/11, Ananthapur Road, Bellary - 583101, karnataka
6.2 Address for Correspondence : Same as above.
6.3 Plant Locations :
1. Mini Steel Plant :
S-10/11, Ananthapur Road Bellary - 583101 Karnataka
2. Integrated Steel Plant (ISP) :
P.B.36, Amarapura Village, Bellary - 583103 Karnataka
6.4 Share Transfer Agents :
M/s. Karvy Computershare Private Limited
"Karvy House", #"46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500 034. (Andhra Pradesh)
6.5 Annual General Meeting
Date : 30th September, 2009
Time : 11 A.M
Venue : Regd. Office: .S-10/11, Ananthapur Road Bellary - 583101, Karnataka
6.6 Book Closure :
26.09.2009 to 30.09.2009
6.7 Listing of Securities:
Name of the Stock Exchanges:
(a) Bangalore Stock Exchange Limited, Bangalore
(b) Bombay Stock Exchange Limited, Mumbai
6.8 Dematerialisation of Shares:
Nearly 66% of total equity capital is held in dematerialized form with NSDL and CDSL as on 31st March, 2009.
6.9 Share Transfer System:
Shares sent for transfer, in physical form are registered by our Registrars and Share Transfer Agents within 30 days of receipt of the documents, if documents are found in order. Shares under objection are returned within two weeks.
6.10 Financial Calendar 2008-2009 (tentative):
First Quarterly Results : By end of July, 2009
Second Quarterly Results : By end of October, 2009
Third Quarterly Results : By end of January, 2010
Fourth Quarterly Results : By end of April, 2010
Annual Results for the year ending 31st March, 2009 : By end of July, 2010
Annual General Meeting for the year ending on 31st march, 2010 : By end of September, 2010