REPORT ON CORPORATE GOVERNANCE
Your Company believes in good corporate practices. Most of the provisions of the Corporate Governance code prescribed by the Companies Act, 1956 and Listing Agreement have been complied with.
BOARD OF DIRECTORS
NO. OF BOARD MEETINGS
During the year ended 31st March, 2014, four Board Meetings were held. These were on 29th May 2013, 8th August 2013, 12th November 2013 and 14th February 2014.
Shri J.S. Baijal was appointed as Additional Director in the Board Meeting held on 27-05-2014. Shri G.R. Goenka ceased to be an Independent Director w.e.f. 27-05-2014, however he continues to remain Non-Executive Director.
Audit Committee consists of four non - executive directors viz. Shri K M Lal, Shri U.S. Bhartia, Shri G R Goenka and Shri J.S. Baijal Out of these four directors, Shri K M Lal and Shri J.S. Baijal are independent Directors and Shri K.M. Lal is the Chairman of the Audit Committee. Shri J.S. Baijal was nominated on the Audit Committee on 27-05-2014.
The broad terms of reference of the Audit Committee is to review quarterly and annual results of the Company and to review the internal control system and scope of audit, observations of the auditors and other related matters as mentioned in clause 49 of the Listing Agreement and in Section 292 A of the Companies Act, 1956.
During the year the Audit Committee met four times on 29th May 2013, 8th August 2013, 12th November 2013 and 14th February 2014.
These meetings were also attended by the Statutory and internal auditors of the Company.
REMUNERATION COMMITTEE AND DIRECTORS REMUNERATION
During the year the Company has Re-appointed Mr. R.K. Gupta as whole time Director designated as Executive Director of the
Company, and he was paid remuneration including salary, HRA, Contribution to Provident Fund and perquisites amounting to Rs.36.05 lacs which is in terms of the appointment as approved by members of the Company. Since the close of the year the Remuneration Committee has been renamed as Nomination & Remuneration Committee.
NON EXECUTIVE DIRECTORS
The non-executive directors are entitled to sitting fees and non-executive directors have no other pecuniary relationship with the
Company. The details of payments of sitting fees for attending board and committee meetings are : a) Shri U.S. Bhartia Rs. 54,000, b) Shri G.R. Goenka Rs. 54000, c) Shri K M Lal Rs. 54000
The Number of shares held by non executive Directors are (a) Mr. U S Bhartia 1,86,402 (b) Mr. G R Goenka 1024 (c) Mr. K M Lal 60.
RELATED PARTY TRANSACTIONS
The particulars of transactions between the Company and its related parties as per accounting standard 18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India (ICAI) are set out in Notes on financial statements in the Annual Report. However, these transactions are not likely to have any potential conflict with the interest of the Company at large.
DETAILS OF NON-COMPLIANCE
The Company has complied with all the requirements of Listing Agreements with the Stock Exchanges as well as Regulations and guidelines prescribed by SEBI except requirement of Clause 40A of the listing agreement in respect of minimum level of Public share holding. During the year the Company has also received a show cause notice dated 04-06-2013 from SEBI in respect of Non- Compliance of Listing Agreement for keeping the minimum public share holding. The requirement of this clause could not be complied with since the script of the Company are under suspension for trading at BSE. After trading in the script of the Company is resumed the Company will have access to the Nationwide terminals of the exchange and thereafter the Company/Promoters will be able to take necessary steps to bring down the promoters holding and to maintain the requirement of minimum public share holding.
There were no penalties or strictures imposed on the Company by any statutory authority for non-compliance or in any matter related to Capital market during the last three years except certain restrictions on the Directors for Non-compliance of Clause 40A of the Listing Agreement.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of clause 49 of the listing agreement.
The Company has laid down procedures to inform Board members about the Risk assessment and minimization procedure, which are periodically reviewed by the Board.
CODE OF CONDUCT
The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The said Code has been communicated to the Directors and the members of the Senior Management and its compliance is affirmed by them annually.
The Executive Director has certified to the Board with respect to the financial statements, internal controls and other matters, as required by Clause 49 of the Listing Agreement with Stock Exchanges and the said certificate is contained in this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The committee comprises of two directors i.e. Shri G.R. Goenka (Non- Executive Director) as chairman and Shri R.K. Gupta to look after the redressel of share holders and investors complaints. To expedite the process of share transfer the Board has delegated the power of share transfer to a Share Transfer Committee consisting of Shri G.R. Goenka and Shri S.K.Sharma (Manager Accounts). During the year Company has received one complaint and the same was resolved and no complaint was pending as on 31st March 2014. Since the close of the year the Shareholders/Investors Grievance Committee has been renamed as Stakeholders Relationship Committee.
THE DETAILS OF COMPLIANCE OFFICER:-
Name : Mrs. Preeti Sharma, Company Secretary of the Company. Address: Hindustan Wires Limited, 5th Floor, 3A, Shakespeare Sarani, Kolkata-700 071. Email: email@example.com
MEANS OF COMMUNICATION
The quarterly, half yearly and the Annual audited financial results of the Company are sent to Stock Exchanges immediately they are approved by the Board. The results are published in one National daily and one local language news papers in accordance with the guidelines of Stock Exchanges. The quarterly and yearly financial results are also placed on the website of the Company. The annual report of the company is also sent to members at their registered addresses. In many cases postal communication to share holders are returned undelivered. As such share holders are requested to promptly intimate any change in their addresses to the Registered office of the Company.
All Share transfers of physical shares are handled by our Registered Office located at 3A, 5th floor Shakespeare Sarani, Kolkata - 700071. During the year the Central Depository Services (India) LTD. (CDSL) has accepted the Equity Shares of the Company for DEMAT vide ISIN No.INE075C01010 and as such the members of the Company can avail of the Depository Services with any of the Depository participant registered with CDSL.
ADDITIONAL SHARE HOLDERS INFORMATION
a) Annual General Meeting
Date & Time 16th September 2013 at 11.00 AM.
Venue :Auditorium of Bharatiya Bhasha Parishad at 36A, Shakespeare sarani, Kolkata - 700017
Financial Year: 1st April to 31st March
Quarterly results :within 45 days from the end of each quarter of the financial year.
Results of Year Ending 2014 :By 31st May, 2014
b) Book Closure
The Register of members and share transfer books of the Company shall remain close from 11th September, 2014 to 16th September, 2014 (Both days inclusive).
c) Dividend :
The Company has not declared any dividend for the year ended 31.03.2014
d) Listing in Stock Exchanges and stock codes
BSE Limited, Mumbai : Stock code No. 504713
Calcutta Stock Exchange, Kolkata : Stock Code No.018303
e) Stock data
The shares are not frequently traded in the stock market hence, their market prices could not be ascertained.
f) i) Registrar and Transfer Agent-
Niche Technologies Pvt. Ltd.,
D-511, Bagree Market (5th Floor), 71, B.R.B. Basu Road, Kolkata - 700001.
Phone :- 03322357270/71, Fax:- 033-22156823, email- firstname.lastname@example.org
j) Compliance Officer :
Name : Mrs. Preeti Sharma, Company Secretary of the Company. Address: Hindustan Wires Limited, 5th Floor, 3A, Shakespeare Sarani, Kolkata-700 071. Email: email@example.com .
k) Website of the Company :-
l) Corporate Identification No. :-
m) Plant Location –
Plot No. 267, Sector -24,Faridabad, Haryana - 121005
n) Address for Correspondence
All correspondence related to shareholders and investors should be addressed to Registered Office of the Company at 3A, 5th Floor Shakespeare Sarani, Kolkata - 700071
For any general assistance at the Registered Office, investors can call on telephone No. 033-22823586, Fax No. 033-22823585, email for investor grievances firstname.lastname@example.org .
For and on behalf of the Board of Directors
R.K.Gupta Executive Director
G.R. Goenka Director
Date : 27th May, 2014