Report on Corporate Governance
The Company complies with the requirements regarding Corporate Governance as stipulated in clause 49 of the listing agreement of the stock exchanges as follows :-
1. Company's Philosophy on Corporate Governance
Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensure accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders' aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organisation. BSL is committed to meet the aspirations of all our stakeholders.
The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the management's higher echelons. The demands of Corporate Governance require professionals to raise their competence and capability levels to meet the expectations in managing the enterprise and its resources effectively with the highest standards of ethics. BSL, not only adheres to the prescribed Corporate Governance practices as per Clause 49 of the Listing Agreement with the Stock Exchanges in India, but also committed to sound Corporate Governance principles and practices. It constantly strives to adopt emerging best practices being followed worldwide. It is our endeavour to achieve higher standards and provide oversight and guidance to the management and fulfillment of stated goals and objectives.
2. Board of Directors
The Board of Directors of the Company as on 31st March 2015 comprise of Eight Directors out of which Six are Non-Executive. The Chairman & Managing Director and Jt. Managing Director fall in the category of Executive Directors. Four Directors are 'Independent' Directors.
Board Meetings & Annual General Meeting (AGM):
During the year under review, Five Board meetings were held, the dates being 23rd April, 2014, 2nd August, 2014, 26th September, 2014, 11th November, 2014 and 10th February,2015. The last AGM was held on 19th September, 2014. Details of Attendance during 2014-2015 and other particulars are as given below:-
3. Audit Committee
The Audit Committee of the Board of Directors has been constituted in accordance with the prescribed guidelines. The Audit committee comprises of Four Directors as on 31st March 2015, all of whom are non-executive and majority of them are independent directors. Shri Amar Nath Choudhary is its Chairman. The Audit Committee comprises of following directors:
1. Shri Amar Nath Choudhary, Chairman
2. Shri Shekhar Agarwal
3. Shri Sushil Jhunjhunwala
4. Shri G.P. Singhal
The broad terms of reference of Audit Committee are in accordance with the prescribed guidelines, as set out in the Listing Agreement. During the year under review, four meetings of the Audit committee were held, the dates being 23rd April, 2014, 2nd August, 2014, 11th November, 2014 and 10th February,2015.
The Company Secretary acts as the Secretary to the committee.
BSL has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:
• Management Discussion and Analysis of the financial condition and results of operations of the Company
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management
• Management letters/letters of internal control weaknesses issued by the Statutory Auditors
• Internal audit reports relating to internal control weaknesses
• The appointment, removal and terms of remuneration of the Internal Auditor shall be subject to review by the Audit Committee.
• The uses/applications of funds raised through public issues, rights issues, preferential issues by major category (capital expenditure, sales and marketing, working capital among others), as part of the quarterly declaration of financial results whenever applicable.
Pursuant to its terms of reference, the Audit Committee is empowered to:
• Investigate any activity within its terms of reference and to seek any information it requires from any employee.
• Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary.
4. Nomination & Remuneration Committee
The Remuneration Committee of the Board of Directors has been constituted in accordance with the section 178 of Companies Act, 2013 and prescribed guidelines. The committee comprises of Three Directors as on 31st March 2015, all of whom are Non Executive and Independent. The Remuneration Committee comprises of following Directors:-
1. Shri Sushil Jhunjhunwala, Chairman
2. Shri Amar Nath Choudhary
3. Shri Shekhar Agarwal
The Committee met three times during the year. The Meetings of Committee were held on 02.08.2014, 26.09.2014 and 10.02.2015 during the year.
The Company pays remuneration only to Executive Directors. The Company does not pay any remuneration by way of salary, benefits, stock options, bonus, pensions etc. to its Non-Executive Directors, apart from sitting fees to them for attending the meetings of the Board or any Committee thereof.
There are no stock option plans of the Company and none of the Directors have been issued any stock options during the year 2014-15.
The Nomination and Remuneration Committee formulated the 'Nomination and Remuneration Policy 'of the Company. The Policy reflects on certain guiding principles of the Company such as the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate employees of the quality required to run the Company successfully, Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and Remuneration to Directors, Key Managerial Personnel and Senior Management involves a pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. It also lay down the criteria for performance evaluation of independent directors and other directors, Board of Directors and Committees of the Board of Directors. The same are annexed with the Directors' Report.
5. Stakeholders Relationship Committee
The Board of Directors has constituted following Committees for shareholders related matters:-The Stakeholders Relationship Committee has following members:-
1. Shri Amar Nath Choudhary, Chairman (Non-Executive)
2. Shri Ravi Jhunjhunwala, Member (Non-Executive)
3. Shri Arun Churiwal, Member (Chairman & Managing Director)
This committee is looking into shareholders / investors' complaints regarding transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividends etc. The committee met 4 times during the year. The meetings were held on 23/04/2014, 02/08/2014, 11/11/2014 and 10/02/2015.
The second committee is Share Transfer Committee, which has following members:-
a. Shri Arun Churiwal
b. Shri Nivedan Churiwal
c. Shri Sushil Jhunjhunwala
d. Shri Amar Nath Choudhary
The Committee considers and approves the transfer of Equity shares and its related matters, such as consolidation and split of shares, issue of duplicate shares, transmission of shares etc. The committee met 16 times during the year. The meetings were held on 23.04.2014,
31.05.2014, 30.06.2014, 02.08.2014, 31.08.2014, 12.09.2014, 30.09.2014, 11.11.2014, 01.12.2014, 15.12.2014, 31.12.2014, 24.01.2015, 10.02.2015, 28.02.2015, 21.03.2015 & 31.03.2015.
The details of complaints received & resolved during the year 2014-2015 are as under:-No. of complaints / grievances received from shareholders / Stock Exchange / SEBI - 22. No. of complaints not resolved - NIL
Shri Praveen Jain, Company Secretary, is the Compliance Officer of the Company. Investor's grievances are resolved expeditiously. There are no grievances pending as on date.
6. CSR Committee
The Company has constituted a CSR Committee voluntarily during the year as per Section 135 of the Companies Act, 2013, though, it is not applicable to the Company during the year. The Board of Directors has constituted CSR Committee at its meeting held on 23rd April, 2014. The Committee is headed by the Board Chairman, Shri A. K. Churiwal and consists of the members as stated below. During the year ended 31st March, 2015, this committee had two meetings.
The terms of reference of the Committee are as follow:
• To frame the CSR Policy and its review from time to time.
• To ensure effective implementation and monitoring of the CSR activities as per the approved policy, plans and budget.
• To ensure compliance with the laws, rules & regulations governing the CSR and to periodically report to the Board of Directors.
At its meeting held on 02.08.2014 the committee also framed CSR Policy of the Company which was approved by the Board. The detail of CSR policy is posted on the website of the Company www.bslltd.com .
7. Risk management Committee
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
The revised Clause 49 mandates constitution of the Risk management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan of the Company. It also define framework for identification, assessment, monitoring, mitigation and reporting of risks.
Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.
During the year, the Committee met on 10th February, 2015 and all the members of the Committee attended the meeting.
8. Independent Directors Meeting
During the year under review, the Independent Directors met on February 10, 2015, inter alia, to discuss:
1. Evaluation of the performance of Independent Directors and the Board of Directors as a whole;
2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
The Company does not have any material non-listed Indian Subsidiary whose turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth, respectively, of the listed holding Company and its subsidiaries, in the immediately preceding accounting year.
10. Code of Conduct
The Board of Directors has adopted the Code of Conduct for Directors & Senior Management. The said Code has been confirmed by all the Directors and members of the senior management. The Code has also been posted on the Company's website www.bslltd.com .
11. Performance Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and others Committees. It cover various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on such parameters/ criteria as set out in Nomination and Remuneration Policy of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
a) Material Related Party Transactions
During the financial year 2014-2015, there were no transactions of material nature with its promoters, the directors or the management, their subsidiaries or relatives, etc., which may have potential conflict with the interests of the Company at large. Transactions with related parties as per requirements of AS-18 - "Related party disclosures" issued by ICAI are disclosed in Note No. 30 of "Notes to Financial Statements for the year ended 31st March, 2015, in the Annual Report.
b) Disclosure of Accounting Treatment
In preparation of the financial statements, the Company has followed the Accounting Standards issued by ICAI. The significant accounting policies which are consistently applied are disclosed in Note No. 1 "Accounting Policies" under the "Notes to Financial Statements for the year ended 31st March, 2015, in the Annual Report.
c) Details of Non Compliance
There were no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
d) Compliance with Clause 49
The Company has complied with all mandatory requirements of Clause 49. A Certificate from Statutory Auditors to this effect is enclosed in Annual Report. Adoption of non-mandatory requirements of clause 49 of the Listing Agreement, are being reviewed by the Board from time to time.
e) Prevention of Insider Trading Practices
In terms of SEBI (Prohibition of Insider Trading) Regulations, 1992, Company has framed a Code of Conduct for prevention of Insider Trading, in relation to the securities of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.
f) Whistle Blower Policy
The Company has a Whistle Blower Policy (WBP) to deal with instances of fraud and mis-management, if any. The (WBP) Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
g) Familiarization programme for Independent Directors
The details of Familiarization programme for Independent Directors has been posted on the Company's website www.bslltd.com .
14. Means of Communication
1. No half yearly report is sent to each shareholder.
2. Quarterly results and the half yearly results are published in leading newspapers. The annual audited results, on approval by Board are also published within sixty days of the close of the financial year.
3. Company's website: - www.bslltd.com . The results are also sent to the Stock Exchanges for incorporation in their website.
4. The Management discussion and Analysis Report forms part of the Annual Report
15. Detail of Directors seeking appointment/ re- appointment in forthcoming Annual General meeting
The same is given in the Notice of forthcoming Annual General Meeting as given along with Annual Report.
16. General Shareholder Information
Detailed information in this regard is provided in the section "Shareholder Information" which forms part of this Annual Report.
17. CEO/CFO Certificate
The CEO / CFO Certificate, as required under clause 49, is enclosed with this report.
18. Compliance Certificate of the Auditors
The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, and the same is annexed to this report.
The certificate from the Statutory Auditors will be sent to the listed stock exchanges
GENERAL SHAREHOLDERS INFORMATION
1. Annual General Meeting
- Day, Date and Time : Monday, 21st September, 2015 11:00 A.M.
- Venue : 26, Industrial Area, Gandhi Nagar, Bhilwara (Rajasthan) - 311001
2. Financial Calendar & Publication of results
The financial year of the Company is April to March
Financial reporting for the quarter ending June 30, 2015 : Upto 15th August, 2015
Financial reporting for the half year ending September 30, 2015 : Upto 15th November, 2015
Financial reporting for the quarter ending December 31, 2015 : Upto 15th February, 2016
Financial reporting for the year ending March 31, 2016 : Upto 15th May, 2016
Annual General meeting for the year ended March 31, 2016 : Upto September, 2016
3. Dates of Book Closure
: 15th September, 2015 to 21st September, 2015
4. Registered office
: 26, Industrial Area Gandhi Nagar Bhilwara (Rajasthan) Pin - 311001
Tel : (01482) 246801 Fax : (01482) 246807
5. Listing of Equity shares on Stock Exchanges at:
1) National Stock Exchange of India Limited
Trade World, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013
2) Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 023
Note: Listing Fee for the year 2015-16 has been paid to NSE & BSE
6. Stock Code
ISIN No : INE 594B01012
BSE, Mumbai : 514045
National Stock Exchange : BSL
8. Registrars and share Transfer Agents & Depository Registrar:
MCS Share Transfer Agent Ltd.
Sri Venkatesh Bhawan, F-65, Okhla Industrial Area, Phase-I New Delhi-110 020
Tel : 011-41406148
Fax : 011-41709881 E-mail: firstname.lastname@example.org
9. Share Transfer System
Share transfers are registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respects. The Share Transfer Committee meets at least 1 or 2 times in a month.
11. Dematerialisation of Shares and Liquidity :
9612978 shares were dematerialized till 31/03/2015 which is 93.40% of the total paid up Equity share capital of the Company.
There are no outstanding GDRS / ADRS / Warrants or any convertible instruments.
12. Plant Location :
Mandpam, Bhilwara (Rajasthan)
TEL: 01482 249101 FAX: 01482 249110
13. Address for correspondence
Investor Correspondence should be addressed to
be addressed to 26, Industrial Area, Gandhi Nagar,Bhilwara (Raj.) 311001
Tel : (01482) (246801)Fax : (01482) (246807)
E-mail : email@example.com
14. Secretarial Audit for Reconciliation of Capital Compliance
As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Secretarial Audit, to reconcile the total admitted capital with NSDL and CDSL and the total paid up and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Listed Stock Exchanges. The audit confirms that the total listed and paid up capital is in agreement with the aggregate of the total no. of Equity shares in dematerialized form (held with NSDL & CDSL) and total number of Equity shares in physical form.
15. Other Information to the Shareholders
• Green Initiative
As a responsible corporate citizen, the Company welcomes the Green Initiative by sending the communications/documents including Notices for General Meeting and Annual Reports from time to time in electronic mode to those members who have provided their e-mail addresses to their Depository Participants (DP). Shareholders who have not registered their e-mail addresses are requested to register/update their e-mail addresses in respect of equity shares held by them in demat form with their respective DPs and in case of physical form with the Company.
• Internal Complaints Committee (ICC)
As per the Sexual Harassment of Women at Workplace (Prevention, Prohitibition and Redressal) Act, 2013 which came into effect from the 9th of December, 2013, the Company has formulated an Internal Complaints Committee that will ensure a work environment free of all forms of sexual harassment verbal, written, physical, visual or otherwise. The Committee is formed as per the statute, it is headed by a women employee, the committee comprises of more than half representation of women, it has adequate independent representation of women from the social and legal fields. It lays down the whole procedure of filling complaint, enquiry, redressal of grievance and taking action against those who are found guilty by the Committee in a fairly transparent manner. During the year under review, no incident of sexual harassment was reported.
For and on behalf of the Board of Directors
Chairman & managing Director DIN:00001718
Place : Gulabpura, Dist. Bhilwara
Date : 8th May, 2015