1. We believe in the philosophy of managing the business affairs in the most fair and transparent manner with highest level of accountability, integrity and equity in all areas of our operation.We always seek to ensure that we work towards enhancing the shareholder value, whilst taking into account the interest of all other stakeholders for wealth creation.
2. Board of Directors:
The Board of Directors as on the date of this Report is comprised of 3 Directors of which one is Executive, Two Non Executive.
Sri. Suresh Kumar Bhuwalka, Chairman - Non-Executive (Chairman)
Sri. Ajay Kumar Bhuwalka - Executive
Sri. Ankit Bhuwalka - Non-Executive
Sri. Munish Mohan (Resigned w.e.f 14.02.2015) - Nominee Director of IDBI Bank Ltd.,
Relationship between the Directors Inter-se
Name of the Directors Relationship
Suresh Kumar Bhuwalka Father of Mr. Ajay Kumar Bhuwalka and Ankit Bhuwalka
Ajay Kumar Bhuwalka Son of Mr. Suresh Kumar Bhuwalka and brother of Ankit Bhuwalka
Ankit Bhuwalka Son of Mr. Suresh Kumar Bhuwalka and brother of Ajay Kumar Bhuwalka
Details of attendance at Board Meetings and last AGM and details of memberships in other Boards & Board Committees:
The Board met 6 times during the year - on 8thMay 2014, 30th May 2014, 14th August 2014, 13th November 2014, 14th February 2015 and 20th March 2015.
3. Audit Committee :
1. (As on the date of this Report)
a) Sri. Suresh Kumar Bhuwalka (Replaced From Committee on change 08.5.2014)- Executive
b) Sri Ajay Kumar Bhuwalka- Executive
c) Sri. Ankit Bhuwalka (included on 08.05.2014)- Non Executive
d) Sri. K.C. Kondaiah (Resigned w.e.f 08.05.2014) - Non Executive & Independent
The Committee met 5 times during the year on 08.05.2014, 30.05.2044, 13.08.2014, 13.11.2014 and 14.02.2015
The Statutory and Internal Auditors were present as invitee in the meeting. The scope of reference to the committee includes:
> Review of audit with Statutory Auditors and Internal Audit team.
> Limited Review of accounts with Statutory Auditors
> Review of annual financial statements with Auditors and management before submission to the Board
4. Share holders' / Investors' Grievance Committee :
a) Sri Ajay Kumar Bhuwalka - Non-Executive Director
b) Sri Ankit Bhuwalka - Non-Executive Director
c) Sri. Desmond Rozario - Manager Compliance
This committee facilitates prompt and effective redressal of shareholders' complaints and to look into their grievances. As on 31.03.2015, there were no complaints remaining unresolved.
5. Remuneration to Directors:
The Board is yet to constitute a remuneration committee to review and propose the remuneration for Whole time Directors and Managing Director.
The details of remuneration of the managerial personnel for the year 2014-15 are given in Note 23(2) of Notes to Accounts.
Sitting fee is paid to Nominee Director and In-dependent Directors for attending Board Meetings, Audit committee meetings and other committee meetings. No other remuneration is paid to Non-executive directors.
6. Share Transfer Committee:
The Share transfer committee consisting of
1. Sri. Suresh Kumar Bhuwalka - Chairman
2. Sri. Ajay Kumar Bhuwalka
3. Compliance Manager - Desmond Rozario
Requests for dematerialization are generally confirmed on a weekly basis.
Particulars about Directors who are retiring and are eligible for re-appointment and for those who are proposed to be appointed have been given in the notice convening the Annual General Meeting and Explanatory Statement.
8. Code of Conduct:
As per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, the Board has laid down a Code of Conduct ("the Code") for all Board members and Senior Management Personnel of the Company. The Code is posted on the website of the company. All Board Members and Senior management personal have affirmed compliance with the Code of Conduct during the year 2014-15. A declaration to this effect signed by the Managing Director is attached to this Report.
9. Whistle Blower Policy:
The Company has established vigil mechanism and adopted Whistle Blower Policy for Directors and for em ployees to report concerns about unethical behavior, actual or suspected fraud or violation of the Com pany's code of conduct or ethics policy. The employees are encouraged to raise any of their concerns by way of whistle blowing and none of the employees have been denied access to the Chairman, Audit Committee. The Whistle Blower Policy ia available on the website of the Company.
10. Insider Trading:
Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the company has adopted a code of conduct for prevention of insider trading and required disclosure practices.
Disclosure of related party transactions as per Accounting Standard 18 has been made under Note 23 of the balance sheet, under notes forming parts of the Accounts. 13 Means of Communication
The quarterly results are published in the Financial Express and "Sanjevani" (Kannada). During the year, no presentations were made to Financial Analysts / Institutional Investors.
The details pursuant to clause 54 of the listing agreement with stock exchanges are available in the company's website www.bhuwalkaaroup.com
12. General Shareholder's Information:
Monday, 09th November, 2015 at 12.30 pm
Woodlands Hotel No.5 Rajaram Mohanroy Road Bangalore - 560 025
· Financial Calendar of Board Meetings (tentative) for approval of
i. Unaudited Results – I Qtr : on or before 14.08.2015
ii Unaudited Results – II Qtr : on or before 14.11.2015
iii Unaudited Results – III Qtr : on or before 14.02.2016
iv Annual Accounts 2015 : on or before 30.05.2016
Book Closure : 06.11.2015 to 09.11.2015
· Listing on Stock Exchanges :
Mumbai (Bangalore Stock Exchange have closed down where the shares were listed
· Stock Code :
The Mumbai Stock Exchange 513333
Listing Fee : Annual Listing fees are being paid to the said Stock exchange as and when they fall due for payment
• Registrar & Transfer Agents :
The Share Transfer work is being done by M/s. Integrated Enterprises (India) Ltd., Regd. Office, 30, Ramana Residency 4th Cross, Sampige Road, Malleswaram, Bangalore - 560 003 for both Physical and Electronic Form till date in compliance with SEBI requirements.
• Share Transfer System :
• The power to approve transfer of shares had been delegated by the Board to the Share Transfer committee. Share transfers are processed within 30 days from the date of receipt.
• Dematerialization of Shares :
The Company has entered into necessary agreements with NSDL & CDSL for dematerialization of shares held by investors.
As on date, more than 90% of share capital is in electronic form. The ISIN Number allotted to the Company is ISIN INE069C01013.
• Plant Locations:
Given on the first page of the Annual report
• Address for correspondence:
All correspondence regarding shares should be addressed to R & T Agent or Company at:
To the Company:
Mr. Desmond Rozario
Manager Compliance Assistant
Bhuwalka Steel Industries Ltd.
'Bhuwaka Centre' No.71, III Cross Residency Road, Bangalore -560 025
To the Registrar & Transfer Agent:
Mr. S. Vijay Gopal
M/s. Integrated Enterprises (India) Ltd.,
30, Ramana Residency, 4th Cross Sampige Road, Malleswaram Bangalore - 560 003
• Non-mandatory Clauses:
The Company has not adopted any of the non-mandatory requirements as mentioned in Clause 49 of the Listing Agreement.
for and on Behalf of the Board
(Ajay Kumar Bhuwalka)
Date : 29th September, 2015