REPORT ON CORPORATE GOVERNANCE :
01) Company's Philosophy on code of governance :
Corporate Governance continues to be a strong focus area for the Company. Our philosophy on Corporate Governance emanates from resolute commitment to protect stakeholder rights and interests, proactively manage risks and create long-term wealth and value. It permeates in all aspects of working - workplace management, marketplace responsibility, community engagement and business decision.
02) Board of Directors :
(a) The Board consisted of the following Directors as on 31st March 2016:
Mr. A. Krishnamoorthy, Managing Director (DIN 00001778) Mr. S. Narayanan, Whole-time Director (DIN 03564659)
Mr. N. Venkataramani (DIN 00001639)
Mr. N. P. Mani (DIN 00675741)
Mr.P.M. Venkatasubramanian (DIN 00124505) Mr. Krishna Srinivasan (DIN 02629544)
Mr. R. Vijayaraghavan (DIN 00026763) Dr. Sandhya Shekhar (DIN 06986369)
(b) The Board met 5 (Five) times during the year i.e., on May 30, 2015, August 12, 2015, October 31, 2015, November 06, 2015 and February 09, 2016. Further a separate meeting of Independent Directors without the presence of the Non-Independent Directors and the executives of the Company was held on 20th February 2016.
03) Audit Committee:
The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Clause 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable. During the year ended 31st March 2016, the Audit Committee met 5 times i.e. on May 30, 2015, August 12, 2015, October 31, 2015, November 06, 2015 and February 09, 2016 under the Chairmanship of Mr.P. M. Venkatasubramanian. The maximum gap between any two meetings was less than four months. Mr. K. Vidhya Shankar, Company Secretary is the Secretary of the Audit Committee. Apart from the members of the Audit Committee, the Managing Director, the Whole-time Director, the Chief Financial Officer, representatives of the statutory and internal audit firms are permanent invitees to the meeting
04) Nomination & Remuneration Committee:
The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Clause 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also Section 178 of the Companies Act, 2013 apart from any references made to it by the Board of Directors. During the year ended 31st March 2016 the Committee met 2 times i.e. on 30th May 2015 and on 31st October 2015 under the Chairmanship of Mr. P. M. Venkatasubramanian.
05) Stake-holders Relationship cum Investors' Grievance Committee:
The Stake-holders Relationship cum Investors' Grievance Committee of the Company is functioning under the chairmanship of Mr. N. Venkataramani, Director alongwith Mr. A. Krishnamoorthy, Managing Director, Mr. N. P. Mani, Director and Mr. S. Narayanan, Whole-time Director as members of this Committee. The Company Secretary is the Compliance Officer of the Company in matters relating to shareholders, Stock Exchanges, SEBI and other related regulatory matters. The committee met 2 times during the year i.e. on 30th May 2015 and 9th February 2016. During the year 19 complaints /request letters were received from shareholders, all of which were satisfactorily disposed off. No Complaint was pending on 31st March 2016. As on that date there were no pending share transfers too.
07) Means of Communication:
(a) Quarterly results are normally published in "The Economic Times" (English) and "Dinamalar" (Tamil). They are also available in the company's website www.bimite.co.in
(b) The Company does not display official news releases and no presentation was made to institutional investors or analysts during the during the previous financial year.
(c) The Management Discussion and Analysis Report is a part of the Annual Report
08) GENERAL SHAREHOLDER INFORMATION
Financial Calendar: Financial Year : 1st April to 31st March
Annual General Meeting
Date: 22nd July 2016
Time: 10.15 a.m.
Venue: New Woodlands Hotel, Mylapore, Chennai - 600 004.
Unaudited results for the Quarter ending June 30, 2016 : On or before 14th August 2016
Unaudited results for the Quarter / Half Year ending September 30, 2016 : On or before 14th November 2016
Unaudited results for the Quarter ending December 31, 2016 : On or before 14th February 2017
Audited Results for the year ending March 31, 2017 : During the month of May 2017
Date of Book Closure From 19th July 2016 to 22nd July 2016
Dividend Payment date Around 10th August 2016
Listing on Stock Exchanges BSE Limited (The Bombay Stock Exchange Limited, Mumbai)
Stock code : 505681
d) Registrars and Share Transfer Agents :
M/s.GNSA Infotech Limited, Chennai are the company's common Registrars and Share Transfer Agents for handling the share transfer work (for shares held in physical and demat form). Their contact address is given below:
GNSA Infotech Limited, Ph.: (044) 4296 2025 Nelson Chambers, "F"- Block E-Mail: firstname.lastname@example.org STA Department, 4th Floor, Contact Person : Mr.N.Krishnakumar, Director No.115, Nelson Manickam Road, Aminthakarai, Chennai - 600 029.
(e) Share Transfer System :
The Share Transfer Committee has directors and officers and representatives of the Share Transfer Agent. In order to ensure speedy attention, a Sub-Committee has been formed to attend to transfers and investors related subject. The Sub-Committee meets once in every 15 working days. Shares of the Company are also processed in the demat form. Secretarial Auditors verify the transactions placed before the Sub-Committee. The Company's shares have not been suspended till date in any of the Stock Exchanges wherein they were listed since they were admitted for trading.
(g) Dematerialisation of shares and liquidity:
The Company's shares are already available in the dematerialised form and the ISIN Number allotted to the company is INE469A01019. At present, the Company's shares are to be traded compulsorily in the Demat form only. As on 31st March 2016, out of the total number of 38,25,000 shares, 35,71,084 (93.36%) are in dematerialized form.
(h) The company does not have any outstanding GDRs / ADRs / Warrants or any other convertible instruments.
(i) Plant locations :
Strip Mill / Powder Plants : Huzur Gardens, Sembium, Chennai - 600 011 Bearing Plants : 371, Marudhamalai Road, Coimbatore - 641 041 Hosur-Krishnagiri Road, Hosur East - 635 125 Bushing Plant : 5/186, Old Mahabalipuram Road, Oggiyam, Thoraipakkam, Chennai - 600 096.
(j) Address for Correspondence : Mr. K. Vidhya Shankar Company Secretary Bimetal Bearings Limited (Administrative Office) No.18, Race Course Road, Coimbatore - 641 018 Tel. Nos. : (0422) 222 1159 Mobile : 91-97902 46890 E - Mail : email@example.com
Other Disclosures :
There are no materially significant related party transactions that may have potential conflict with the interests of the Company.
There are no instances of non-compliances by the Company. During the year no penalty, strictures etc. were imposed on the Company by M/s. BSE Limited, SEBI or any Statutory Authority relating to the capital markets for the last three years.
The Company has a working vigil mechanism and whistle blower policy. No personnel has been denied access to the audit committee.
The Company has complied with all the mandatory requirements and non-mandatory requirements have been adopted to the extent found feasible.
The Company does not have subsidiaries.
The company's policies on Remuneration, related party transactions, risk management, vigil mechanism, corporate social responsibility, familiarisation programme for Independent Directors, Criteria for performance evaluation of Board, Code of practices and procedures for fair disclosure of unpublished price sensitive information, Code of conduct to regulate, monitor and report trading by insiders, Archival policy, Policy for preservation of documents and Policy for determination of materiality of events and Code of conduct for Directors and Senior Management have been hosted in the Company's website under the heading "Information to share-holders".
As per regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and the Senior Management Personnel have affirmed to the compliance with the Code of Conduct of Board of Directors and Senior Management for the year ended March 31, 2016.
The CEO and the CFO of the Company have certified to the Board with regard to the compliance in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015.
The Company's products and the export / import activities are subject to price risk and foreign exchange risks respectively. The company's operating management takes adequate care / preventive steps to overcome these risks.
Declaration regarding compliance by Board Members and Senior Management Personnel with the Company's Code of Conduct :
As required under regulation 34(3) read with part D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that the members of Board of Directors and Senior Management Personnel of Bimetal Bearings Limited have affirmed compliance with the Code of Conduct of the Company in respect of the year ended 31st March 2016.
Date : 26th May 2016
Place : Chennai