REPORT ON CORPORATE GOVERNANCE
1. Company's philosophy on Code of Governance
The basic philosophy of Corporate Governance in the company in the present context is to strive to do the best possible keeping in view the needs and interest of all its shareholders.
2. Audit Committee
The Audit Committee consists of Shri P K Rateria, Shri N K Jaipuria and Shri K C Khajanchi. Shri P K Rateria chairs the committee.
The terms of reference of the committee are in accordance with clause 49(JI) of the listing agreement and section 292A of the Companies Act, 1956 which inter-alia include review of financial reporting process, accounting policies and accounting standards, financial statements, internal control, internal and statutory audit report, on the basis of going concern assumption, besides other terms as are referred to by the Board of Directors from time to time.
Five Meetings of the Committee were held on 30.04.2009, 31.07.2009, 26.08.2009, 30.10.2009 and 30.01.2010 which were attended by Shri P K Rateria and Shri N K Jaipuria.
3. Remuneration Committee
The company has not constituted a remuneration committee. The Board of Directors fix the remuneration of the Executive Director which is subject to the approval of the shareholders and Central Government. The non-executive directors are paid sitting fees for every meeting of the Board attended by them.
4. Shareholders/Investors Grievance Committee
This Committee consists of Shri P K Rateria, Shri N K Jaipuria and Shri K C Khajanchi. Shri P K Rateria, a non-Executive Director acts as its Chairman.
The Committee looks inter-alia into the redressing of shareholders/ investors complaints. Shri K C Khajanchi, Executive Director & Secretary is the Compliance Officer.
During the year under review, 286 complaints/queries were received from the shareholders/debenture holders and all these complaints have been redressed/replied to date. The company had 26 transfer requests pending at the close of the year under review and all these were processed subsequently.
(a) Disclosure on materially significant'related party transactions :
Details of related party transactions during the year have been set out under Note 12 of Schedule 12 of the Annual Accounts. However, these are not having any potential conflict with the interests of the Company at large.
(b) Adjudication & Enquiry Officer of SEBI has imposed a penalty of Rs.25 lacs in respect of investor complaints. The company has preferred an appeal against the same before the Securities Appellate Tribunal (SAT) and SAT has directed to pay Rs.3 lacs which has been paid and the matter is sub-judice. Other than this, no penalties have been imposed or stricture has been issued by the Stock Exchange or any Statutory authorities on the matters related to capital markets during the last three years.
6. Code of Conduct
A code of conduct has been laid down for all Board Members and Senior Management of the company who have affirmed compliance with the same. A declaration to this effect signed by the Executive Director & Secretary has been taken on record.
7. Means of Communication
Half yearly report sent to each household of shareholders : No
Quarterly results : Published in Financial Express (Kolkata) and Acharan (Gwalior)
Any Website, where displayed : No
Whether it also displays official news releases and presentations made to Institutional Investors or to the analysts : No
Whether MD&A is a part of Annual Report : Yes
8. General Shareholder Information
Annual General Meeting
Date and Time : 30th September, 2010 at 3.00 P.M.
Venue : Industrial Area, P.O. Birlanagar, Gwalior - 474004.
Financial Calender (2010-11) (tentative)
Financial Year : April to March
First quarter results : Last week of July, 2010
Half yearly results : Last week of October, 2010
Third quartet results : Last week of January, 2011
Year ending results : Last week of June, 2011
Date of Book closure : 24th September, 2010 to 30th September, 2010
Dividend payment date : Not Applicable.
Listing on Stock Exchange: Shares are listed at The Calcutta Stock Exchange Association Ltd. and the GDRs at Luxembourg Stock Exchange. Listing fees has been paid upto 31st March, 2002.
Physical : 46 & 10000046
Demat ISIN Number for NSOL and CDSL : INE550A01024
Market Price data : No quotation during the period under review at both The Calcutta Stock Exchange Association Ltd. and Luxembourg Stock Exchange.
Performance in comparison to broad-based indices such as BSE sensex, CRISIL Index etc. : Not Applicable
Registrar and Transfer Agent :
C B Management Services (P) Ltd.,
P-22, Bondel Road,
Phone : 033-2280-6692/93/94
Fax : 033-2287-0263
E-Mail : cbmsh @cal2.vsnl.net.in
Share Transfer System :
All matters pertaining to Share Transfer and relating activities are handled by the Registrar and Transfer Agents i.e. C B Management Services (P) Ltd., Kolkata. The share transfer requests are processed by them and a Transfer Register is sent to the company for approval at regular intervals.
Dematerialisation of shares and liquidity
5,74,96,957 equity shares representing 66.31% of the total Equity Capital of the company are held in dematerialised form with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) as on March 31,2010.Company's shares are listed at The Calcutta Stock Exchange Association Ltd.
Outstanding number of GDRs as on 31st March,2010 is 30,10,407 (10.44%). Each GDR represents one underlying equity share.
Plant Location :
Madhya Pradesh Iron & Steel Company
Industrial Estate Malanpur, Dist. Bhind (M.P)
Address for Investor correspondence:
C B Management Services (P) Ltd.,
Unit: Malanpur Steel Ltd. P-22, Bondel Road, Kolkata - 700019 Phone: 033-2280-6692/93/94 Fax: 033-2287-0263 E-Mail: cbmsll @cal2.vsnl.net.in