Report on Corporate Governance
(1) Company's philosophy on Code of Governance
In the context of modern business environment where the stakeholders are scattered all over the country, the Company feels that their participation and involvement in the affairs of the Company can be achieved only through professional approach and better corporate governance. The Company has recognized its importance long before the introduction of Clause 49 of the Listing Agreement and has always believed in self-discipline and adherence to proper and efficient system. The Company fully realizes the rights of its shareholders to information on the performance of the Company and considers itself a trustee of its shareholders. The Company provides detailed information on various issues concerning the Company's business and financial performance to its shareholders. The entire process begins with the functioning of the Board of Directors with leading professionals and experts serving as independent Directors and represented in the various Board Committees. Systematic attempt is made to eliminate informational asymmetry between executive and non-executive directors.
Key elements in the Corporate Governance are transparency, accountability and equity, in all facets of its operations, and all interactions with its stakeholders, including the shareholders, employees the Government and the Bankers.
Your Company's Corporate Governance philosophy is based on the following principles:
(1) Comply with all the applicable laws of the country.
(2) Have simple and transparent corporate structure driven by business needs.
(3) Management is the trustee of the shareholders capital.
(4) Be transparent and to maintain high degree of disclosure levels.
The Company's Board and Senior Level Management comprise of individuals with rich experience and expertise across a range of disciplines including fasteners industry.
All employees are committed to the Company's values given below:
Customer obsession Continuous improvement Respect for people Respect for work place ethics.
Disclosure of Information to Investors
Your Company ensures the timely disclosure of all material information in compliance with applicable laws.
(2) Board of Directors
Composition of the Board
During the year Board of the Company consists of ten Directors which comprises three Executive Directors, seven Non Executive Directors out of whom five are Independent Directors. The Company is chaired by an Executive Director. Mr. Lalit Kumar Jain, Chairman & Managing Director, is son of Smt. Sushila Devi Jain, Director, and brother of Mr. Vijay Kumar Jain, Joint Managing Director, and Mr. Rajesh Jain, Director. The Company also has one woman Director Smt. Sushila Devi Jain. All the remaining Directors are not related to other Directors. The functions of the Board include formulation of strategic and business plans, setting up of goals and evaluation of performance, approving corporate philosophy and mission;
monitoring corporate performance against strategic business plans, overseeing operations, ensuring compliance with laws and regulations, keeping shareholders informed regarding plans, strategies and performance of the Company and other important matters.
During the financial year 2014-15, four Board Meetings were held on 29.05.2014, 09.08.2014, 14.11.2014 and 20.02.2015 respectively. The maximum gap between two Board Meetings was less than 120 days.
None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees as specified in Clause 49, across all the Companies in which he is a Director. Necessary disclosures regarding Committee position in other public companies as at March 31, 2015 have been made by the Directors. Also none of the Independent Directors serve as an Independent Director on the Board of more than 7 listed companies and as whole time Director in not more than 3 listed companies.
Terms of reference to the Board of Directors
Apart from placing the statutory information before the Board Members, it is the policy of the Company to regularly place the information/ matter involving major decisions like Annual Budget, Joint Ventures and Technology Collaboration, Investments, Quarterly Results, Minutes of Meeting of Audit Committee(s) and other Committee(s) of the Board and other material information. The Board also periodically reviews the compliance reports of all laws applicable to the Company. All the relevant information, required to be placed before the Board of Directors as per Clause 49 of the Listing Agreement are duly considered and taken on record/ approved by the Board. During the year, a separate meeting of the Independent Directors was held on 14.11.2014 without the attendance of Non Independent Directors. All the independent Directors attended the said meeting in the Chairmanship of Mr. Keshwa Nand Rattan.
Independent Directors do not have any pecuniary relationships or transactions with the Company except for the sitting fees drawn for attending the meetings of the Board and Committee(s) thereof.
Disclosures regarding Appointment/ Re-appointment of Directors.
Mr. Lalit Kumar Jain, Chairman & Managing Director and Mr. Dinesh Kumar Jain, Vice Chairman & Managing Director are retiring by rotation and being eligible, offer themselves for appointments at the forthcoming 46th Annual General Meeting of the Company. Mr. Bhuwan Kumar Chaturvedi, Mr. Rakesh Puri and Mr. Ramesh Chandra Jain were appointed as additional Directors by the Board w.e.f. 13.06.2015, 09.07.2015 and 14.08.2015 respectively in the category of the independent director to comply with the requirement of Clause 49 of the Listing Agreement. The Company has received notices in writing from the members signifying their candidature for the office of directors of the Company in the ensuing AGM. Mr. Bhuwan Kumar Chaturvedi, Mr. Rakesh Puri and Mr. Ramesh Chandra Jain are independent directors and the Board recommend for their appointments.
Brief resume of the Directors proposed to be re-appointed/ appointed, nature of their expertise in specific functional areas and names of Companies in which they hold directorshipsandd memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements the Stock Exchanges, are provided in the Explanatory Statement attached to the notice of the ensuing Annual General Meeting of theCompany.
Code of Conduct and Compliance
The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The said Code has been communicated and applicable to all the Board Members and Senior Management Personnel of the Company as laid down by the Board and is hosted on the website of the Company www.lpsindia.com . All the Board Members and Senior Management Personnel of the Company have affirmed the compliance of Code of Conduct for the financial year ended March 31, 2015. A declaration to this effect, duly signed by the Chairman and Managing Director (CEO), is given in the Annual Report.
Presently, the Company's shares are listed at the National Stock Exchange and Bombay Stock Exchange. With the intention of preventing insider dealing in the securities of the Company, the Company has formulated a "Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices" in accordance with the terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and 2015 as amended.
In terms of the requirements of Clause 49 of Listing Agreement, the Company has laid down procedures to inform Board members about the Risk Assessment and Minimization Procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined frame work.
The Company is a large scale manufacturer of automotive and engineering components, faces internal and external risks.
Internal risks relate to security of data, pollution controls and internal control.
External risks relate to inflation, competition, price, currency and market volatility.
The Company is mitigating the price risk by additional sales volumes and wide range of products with global customer base. Increase in steel prices are controlled by diversifying its sources.
Inflation resulted in increase of employees' cost to Company and adverse impact on the economy.
The Company is reviewing the impact of above risks at the periodic intervals and taking remedial measures accordingly.
The revised clause 49 defines a 'material non-listed subsidiary' as an unlisted subsidiary, incorporated in India, 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.
As such, the Company does not have a 'material non-listed Indian subsidiary' under this definition.
The Board has constituted five committees viz. The Audit Committee, Nomination cum Corporate Governance and Remuneration Committee, Stakeholders Relationship cum Share Transfer and Investors Grievance Committee, Selection Committee and Committee of Directors. Selection Committee meeting held on 09.08.2014, comprising Mr. A.K. Chakrabotry, Chairman Mr. K.N. Rattan and Mr. J.R. Desai, members, during the year for appointment to any office or place of profit. There was no meeting of the Committee of Directors, as constituted pursuant to Clause 41 of the Listing Agreement, comprising Mr. Lalit Kumar Jain, Chairman, Mr. Vijay Kumar Jain, Mr. Rajesh Jain, Mr. A.K. Chakraborty, members of the Committee. Other all the Board Committees are chaired by Non Executive Directors except Committee of Directors. The Board/ Committee meet regularly and are responsible for the proper management of the Company.
(3) Audit Committee and composition:
Terms of Reference and composition:
The terms of reference and composition of the Audit Committee is in compliance with Section 177 of the Companies Act, 2013 and with Clause 49 of the Listing Agreement. The Audit committee acts as a link between the Statutory and Internal Auditors and the Board of Directors. The Audit Committee comprises of five Non-Executive Independent Directors and one Non-Executive Director. Mr. Keshwa Nand Rattan is the Chairman of the Committee, the other members are Mr. Jamshed Rustomji Desai, Mr. Rajesh Jain, Mr. Ajay Kumar Chakraborty and Mr. Bhagwan Das Narang.
During the year 2014-15, four Audit Committee meetings were held on 29.05.2014, 09.08.2014, 14.11.2014 and 20.02.2015. The maximum gap between two meetings was less than 4 months.
The Chief Financial Officer, Internal Auditors, partner of Statutory Auditors, Cost Auditors and other executives generally attended the meetings on invitation. Mr. Keshwa Nand Rattan is the Chairman of the Audit Committee and was present in the last Annual General Meeting of the Company.
Company Secretary acts as the Secretary of the Audit Committee.
Powers of Audit Committee
The audit committee shall have powers, which should include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee
The role of the audit committee shall include the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommendation for appointment, remuneration and terms ofappointment of the StatutoryAuditor of the Company.
3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
4. Reviewing, with the management, the annual financial statements and Auditors' Report thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Section 134(3) of the Companies Act, 2013
b. Changes, if any in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of Statutory and Internal Auditors, and adequacy of the internal control systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors of any significant findings and follow up tee on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
16. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
18. To review the functioning of the Whistle Blower/ Vigil mechanism.
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Review of information by Audit Committee
The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters/ letters of internal control weaknesses issued by the Statutory Auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
(4) Nomination cum Corporate Governance and Remuneration Committee
Terms of Reference and Composition:
The Committee's terms of reference and constitution are in compliance with the provisions of the Section 178 of The Companies Act, 2013 and Clause 49 of the Listing Agreement besides other terms as may be referred by the Board of Directors.
The terms of reference include:
(a) Formulation of policy for determining qualifications, positive attributes and independence of a Director & Remuneration for the Directors, Key ManagerialPereonnel and Senior Managements recommending the same to the Board and
(b) Identification of person who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria as per the policy approved by the Board. The policy of the company is to remain competitive in the industry, to attract and retain the best talent and appropriately reward employed for their individual performance and contribution to the business.
(c) The Nomination and Remuneration Committee lays down the criteria for the performance evaluation of Independent Directors and other Directors, Board of Directors and committee of the Board of Directors.
The Non-Executive Director do not draw any remuneration from the company except the sitting fees which were paid at a rate of Rs. 20,000/- for meetings for each meeting of the Board/ Committee of the Board attended by them.
To review, assess and recommend the appointment of executive and non-executive directors from time to time, to periodically review the remuneration package of the executive directors and recommend suitable revision to the Board, to recommend compensation to the non-executive directors in accordance with the Companies Act.
The Company has a Nomination cum Corporate Governance and Remuneration Committee. The Committee consists of four (4) Non-executive Directors, out of which three (3) Directors are Independent Director. Mr. Jamshed Rustomji Desai, Non-executive Independent Director is the Chairman of the Committee, Mr Keshwa Nand Rattan" Mr. Rajesh Jain and Mr. Ajay Kumar Chakraborty, are the members of the Committee. The said Committee reviewed the appointment of the Independent Directors and variation in the terms conditions of appointment of Whole Time Executive Directors. The Committee also reviewed the remuneration package of Mr. Rajesh Jain, Director of the Company during the year and subsequently Company obtained the approval of the Board and Members through the postal ballot, the results of which was declared on 02.01.2015 for a period of 2.5 yeears from 01.04.2014to 30.09.2016. Consequent to the application made to the Central Government the approval of the same w.e.f.01.04.2014. The Central Government did not approve the remuneration.
During the year 2014-15, two Nomination Cum Corporate Governance and Remuneration Committee meeting was held on 09.08.2014 and 14.112014.
Company Secretary acts as the Secretary of Corporate Governance and Remuneration Committee.
All the Non-Executive Directors are getting only sitting fees for attending the meetings of the Board and/ or Committees.
The payment of remuneration to Executive Directors is governed by the respective resolutions passed by the Meetings of Committees/ Board/ Members and approved by the Central Government. The remuneration structure comprises of Salary, Allowances, Perquisites and Contribution to Provident Fund.
Remuneration of employees largely consists of base remuneration and perquisites.
The components of the total remuneration vary for different cadres and are governed by industry pattern, qualifications and experience of the employee, responsibilities handled by him, individual performance etc.
The objectives of the remuneration policy are to motivate employees to excel in their performance, recognize their contribution, retain talent in the organization and reward merit
(5) Stakeholders Relationship cum Share Transfer and Investors Grievance Committee: Terms of Reference and composition:
The Committee's terms of reference and composition are in compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Stakeholders Relationship cum Share Transfer and Investors Grievance Committee comprises of four directors under the Chairmanship of Mr. Rajesh Jain, Non-executive Director and other members being Mr. Lalit Kumar Jain, Mr. Dinesh Kumar Jain and Mr. Jamshed Rustomji Desai. The Committee focuses primarily on strengthening investor relations and ensuring the rapid resolution of any shareholder or investor concern including the followings:
a. Approval/ rejection of transfer/ transmission of shares and issue of duplicate share certificates.
b. Review and Redressal of shareholders' and investors' grievances/ complaints like non receipt of dividend warrants, share certificates and annual reports etc.
c. Review of shares dematerialized and all other related matters.
d. All other matter related to shares.
The members of the Committee meet with in a 10 days time, as when required for share transfer and other said purposes. During the year 2014-15, sixteen Stakeholders Relationship cum Share Transfer and Investors Grievance Committee meetings were held.
Company Secretary is the Compliance Officer in terms of Clause 47 of the Listing Agreement.
During the year, the Company has not received any complaint of Members from SEBI and Stock Exchanges. However, the Company endeavors to reply and resolved all thecomplaints received from the SEBI/ Stock Exchanges/ Members within a period of 10 days. As on March 31, 2015, there was nopending cases of complaint, share transfer and dematerialization requests with the Company/ RTA.
The members may email to M/s. MCS Share TransferAgent Limited at firstname.lastname@example.org and endorse a copy to Compliance Officer at the email id email@example.com for early response of their queries.
All the members of the Company are being informed that M/s. MCS Share Transfer Agent Limited (Registrar and Share Transfer Agent) have developed 'ON LINE SERVICES' facilities for the members/ investors of the Company. Accordingly, members are requested to avail online services with regard to Investor Grievances by log in on the site of M/s. MCS Share TransferAgent Limited www.mcsregistrars.com , and then by clicking on "Investor Relation". This way members an register their queries/ grievances or obtain details as required by them. The registered queries/ grievances on the site will be responded by M/s. MCS Share Transfer Agent Limited on priority basis.
(6) Corporate Social Responsibility (CSR) Committee
The Committee's terms of reference and constitution are in compliance with the provisions of the Section 135 of the Companies Act, 2013 and Rules made thereunder.
The Committee was constituted on 29.05.2014. The Committee discharge the role of CSR u/s 135 of the Companies Act, 2013 which include formulating and recommending to the Board a CSR policy and indicating the activities undertaken by the Company as per Schedule VII of the Companies Act, 2013. As thereis loss on the basis ofave?age net profit of the Company for last three financial yeare. The Company does not require to spentany money during current year. The Company has framed a CSR policy in compliance with the Clause 49 of the Listing Agreement and provisions of theCompanies Act'2013 and the same is placed on the Company's websitei.e. www.lpsindia.com . The CSR committee confirms that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company.
The Corporate Social Responsibility (CSR) Committee comprises of two Non-Executive Independent Directors and one Executive Director. Mr. Lalit Kumar Jain is the Chairman of the Committee, the other members are Mr. Ajay Kumar Chakraborty and Mr. Yudhisthir Lal Madan.
(b) No special resolution requiring postal balloting as recommended under Clause 49 of the Listing Agreement is placed for shareholders' approval at this meeting.
(c) No special resolution was passed through postal ballot at the last Annual General Meeting held on 30th September, 2014.
(d) POSTAL BALLOTS DURING THE YEAR:
The Company successfully completed the process of obtaining approval of the members on the special resolution under Section 196 and 197 through
Postal Ballot during the year 2014-15 for which the results was announced on 02nd January, 2015.
VOTING PATTERN AND PROCEDURE FOR POSTAL BALLOT:
I) The Board of Directors of the Company vide its resolution dated 14th November, 2014, has appointed Mr. Suresh Kumar, partner of M/s. RMG & Associates as the Scrutinizer for conducting the Postal Ballot process.
II) The Company had completed the despatch of Postal Ballot Notice dated 14.11.2014 together with the explanatory statement on 25th November, 2014 along with the forms and postage prepaid business reply envelopes to all the shareholders whose name(s) appeared on the Register of Members/ list of beneficiaries as on 14th November, 2014.
III) The voting under the postal ballot was kept open from 01st December, 2014 to 30th December, 2014. (either physically or through electronic mode)
IV) Particulars of Postal Ballot Forms received from the members were entered in a Register separately maintained for the purpose.
V) The Postal Ballot Forms were kept in a safe custody in sealed and tamper proof ballot boxes before commencing the scrutiny of such Postal Ballot forms.
VI) All postal ballot forms received upto the close of the working hours on 30th December, 2014, the last date and time fixed by the Company for receipt of the forms, had been considered for his scrutiny.
VII) On 02nd January, 2015, Mr. Lalit Kumar Jain, Chairman & Managing Director announced the following results of the postal ballot as per the Scrutinizer's Report, as follows:
- The Company has disclosed the transactions with related parties as per Accounting Standard 18 in Note No.30 (xvi)(a)(b) of the Annual
Accounts which have been entered with its Subsidiary, Associates, Key Managerial Personnel, their relatives and other related parties. Pursuant to the Listing Agreement, the Company has formulated a Related PartyTransaactions Policy on dealing with related party transaction and a web link thereto is <http://www.lpsindia.com> under the head of ' Overview - Investor Relations'. During the year, there were no transactions of material nature with the Directors or the Management or its subsidiaries or relatives that had potential conflict with the interest of the Company. All related party transactions are generally with its associates and are entered into based on considerations of various business exigencies. All related party transactions are negotiated on arms length basis and are intended to further the Company's interest. The Audit Committee of the Company reviews the significant related party transactions in its meetings.
- There were neither any non-compliance by the Company on any matters relating to capital markets during the last three years; nor did the Company attract any penalties of strictures by the Stock Exchanges, SEBIor any Statutorily except as stipulated in Secretarial Auditor Report which is annexed to this report.
- The Company has Whistle Blower/ Vigil Mechanism Policy and no personnel has been denied access to the Audit Committee. Details about the
Whistle Blower Policy can be accessed at www.lpsindia.com/overview.aspx
- The senior management has made disclosures to the Board relating to all material financial and commercial transactions stating that they did not have any personal interest that could result in a conflict with the interest of the Company.
- The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standard.
- The Company is in the process of imparting training to Independent Directors. The Company has formulated familiarization programmes to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates business model of the Company etc. through varfous programmes and a web link thereto is <http://www.lpsindia.com> under the head of 'Overview - Investor Relations'.
Report on Corporate Governance
A report on Corporate Governance forms part of the Annual Report of the Company and is sent to the shareholders accordingly. The Company also submits a quarterly compliance report on Corporate Governance to the Stock Exchanges within 15 days from the close of the quarter.
CEO/ CFO Certification
The Chairman and Managing Director (CEO) and the Chief Financial Officer (CFO) have certified to the Board in accordance with Clause 49(IX) of the Listing Agreement pertaining to CEO and CFO certification for the financial year ended March 31, 2015.
Means of communication:
Information like Quarterly/ Half-yearly/ Annual Audited Financial Results are published by the Company in newspapers viz. Financial Express (English) and Jansatta (Hindi). The quarterly shareholding pattern, quarterly/ half-yearly/ yearly results and Corporate Governance Report are also placed on the Company's website <http://www.lpsindia.com> under the head of 'Overview' for the purpose of household of the Members. As the Company publishes the Unaudited Financial Results within a stipulated period of 45 days and Audited Annual Results within a stipulated period of 60 days from the close of each and every financial year as permitted under the Listing Agreement of the Stock Exchanges. The various other reports and returns are also filed with the Stock Exchanges and the Registrar of Companies.
All the data required to be filled electronically, such as quarterly financial results, shareholding pattern are being regularly uploaded on the Company's website pursuant to Clause 52 of the Listing Agreement with the Stock Exchange.
The Annual Report containing interalia Audited Annual Accounts, Board's Report, Auditors' Report and other important information forming part of Annual Report is displayed on the Company's website.
During the year, the Company has not made any formal presentation to institutional investors or analysts. A Management Discussion & Analysis
Report which also forms part of the annual report is given by means of a separate annexure and is attached to the Board's Report.
General Shareholders Information and financial calendar 2015-16:
Annual General Meeting is proposed to be held on Tuesday, 29th September, 2015 at 11.30 A.M. at the Registered Office i.e. 46/1, Mile Stone, Hissar Road, Rohtak – 124001 (Haryana).
Financial Reporting for the quarter ending June 30, 2015 Mid of August, 2015
Mailing of Annual Reports to the Members Starting of September, 2015
Annual General Meeting for the financial year 2014-15 End of September, 2015
Financial Reporting for the half-year ending September 30, 2015 Mid of November, 2015
Financial Reporting for the quarter ending December 31, 2015 Mid of February, 2016
Financial Reporting for the year ending March 31, 2016 End of May, 2016
Dates of Book closure:
Friday, 18th September, 2015 to Tuesday, 29th September, 2015. (both days inclusive)
Dividend payment date:
Listing of equity shares on Stock Exchanges at:
The Bombay Stock Exchange Ltd. (BSE) - Stock Code 506079
The National Stock Exchange of India Ltd. (NSE) - Stock Code LAKPRE
The Annual Listing fees for the year 2015-16 have been duly paid to the above Stock Exchanges.The Company has also paid the annual custody fee for the year 2015-16 to both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
(viii) Change in Registrar and Share Transfer Agent (w.e.f. 28.07.2015)
M/s. MCS Share Transfer Agent Limited
F- 65, First Floor, Phase – I,Okhla Industrial Area, New Delhi – 110 020.
Tel: +91-11-41406150 Fax: +91-11-41709881
M/s. MCS Limited, New Delhi, was appointed w.e.f. 31.03.2003 as the Registrar and Share Transfer Agent of the Company for handling both electornic and physical shares. Now M/s. MCS Share Transfer Agent Limited has been appointed as RTA w.e.f. 28.07.2015.
(ix) Share Transfer System:
The Shares of the Company are traded in the compulsory demat mode for all investors. The shares sent for transfer in physical form are registered within a prescribed period (if in order and complete in all respects) and the shares certificates are immediately returned to the shareholders. In respect of requests received for dematerialization of shares, the same is confirmed to the respective Depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) within the stipulated time. All the Share Transfers request received are being approved by Stakeholders Relationship Cum Share Transfer and Investors Grievance Committee, which meets as and when required.
In compliance with the Clause 47(c) of the Listing Agreement, after end of each half of the financial year, a practicing Company Secretary audits the system of transfer and a compliance certificate to that effect is issued which, in turn, is submitted to the Stock Exchanges. Also, in compliance with the SEBI (Depositories and Participants) Regulations, 1996, for timely dematerialization of the shares of the Company and for reconciliation of share capital of the Company, a quarterly Reconciliation of Share Capital Audit is being conducted by a practicing Company Secretary and the Reconciliation of Share Capital Audit is issued which, in turn, is submitted to the Stock Exchanges. The above said compliance certificate and Reconciliation of Share Capital Audit are also placed before the Board from time to time for their noting.
International Securities Identification Number: INE651C01018
(Demat ISIN Code for NSDL & CDSL)
(xii) Dematerialization of shares and liquidity:
As on 31st March, 2015, 96.85% of Company's total paid up capital representing 1,05,96,932 equity shares of Rs.10/- each were held in dematerialized form [i.e. 90,04,905 shares (82.30%) with NSDL and 15,92,027 shares (14.55%) with CDSL] and balance 3.15% representing 3,44,735 equity shares of Rs.10/- each shares were held in physical form.
The trading in Company's shares is permitted compulsorily in dematerialized form from 26.06.2001 as per notification issued by SEBI. It is advisable that the members who have shares in physical form, may get their shares dematerialized by sending their request to the Registrar and Share Transfer Agent through their Depository Participant.
(xiii) The Company has not issued any GDRs/ ADRs/ Warrant or any Convertible Instruments as such there will be no impact on the equity.
Pursuant to Clause 5A of the Listing Agreement, maintenance of Demat Account - Unclaim Suspense Account is not applicable.
(xiv) Plant Locations
Plant – I: Lakshmi Precision Screws Limited
46/1, Mile Stone, Hissar Road, Rohtak – 124 001.
Plant – II:
Lakshmi Precision Screws Limited
Opp. Northern Bye Pass, Hissar Road, Rohtak – 124 001.
Plant – III:
Lakshmi Precision Screws Limited
153, Sector-3, IMT Manesar, Gurgaon
Plant – IV:
Lakshmi Precision Screws Limited
15th KM Mile Stone, NH-10, Delhi Rohtak Road, VPO-Kharawar Rohtak – 124 001.
(xv) Address for correspondence
The Company Secretary
Lakshmi Precision Screws Limited, Plant–II,
Opp. Northern Bye Pass, Hissar Road, Rohtak – 124 001.(Haryana)
Tel : +91-1262-249920 Fax : +91-1262-248297 E-mail :firstname.lastname@example.org
The Company obtains a certificate, dated 29.05.2015, from the Statutory Auditors of the Company regarding compliance of conditions of ' Corporate Governance', as stipulated under clause 49 of the Listing Agreement and the said certificates is attached to the Board's Report and forms a part of the Annual Report. The said certificate is sent to the Members and Stock Exchanges along with this Annual Report of the Company.
(xvii) Non-mandatory requirements as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges:
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. The Company has adopted following nonmandatory requirements of Clause 49 of the Listing Agreement:
1. Reporting of Internal Auditor
The Internal Auditor may report directly to the Audit Committee.