26 Apr 2017 | Livemint.com

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Nardhana Infrastructure Ltd.

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Nardhana Infrastructure Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has stipulated Corporate Governance Standards for listed companies vide Clause 49 of the Listing Agreement with Stock Exchanges.

Corporate Governance is a corporate discipline extended to transparency, integrity and accountability towards all stakeholders. Corporate Governance helps to achieve excellence to enhance stakeholders' value by focusing on long-term value creation without compromising on integrity, social obligations and regulatory compliances.

Company's Philosophy on Corporate Governance

Your Company believe and constantly try to achieve good governance through timely disclosures, transparency, accountability and the responsibility in all our dealings with our employees, shareholders, clients and community at large.

The Board of Directors represents the interest of the Company's stakeholders, for optimizing long-term value by way of providing necessary guidance and strategic vision to the Company. The Board also ensures that the Company's management and employees operate with the highest degree of ethical standards through compliance of Code of Conduct.

I. BOARD OF DIRECTORS:

a) Composition of the Board

In compliances with Corporate Governance norms, the Board comprises of 6 Directors with an Executive Chairman, a Managing Director and 3 Non­executive Independent Directors. None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees (as per Clause 49 of the Listing Agreement), across all the Companies in which he is a Director.

b) Number of Board meetings, attendance of Director at Board Meeting and at the Annual General Meeting, outside directorship and Board Committee membership:

During the Financial Year 2011-12 the Board of Directors of the Company met 5 times 30/05/2011, 13/08/2011, 20/08/2011, 12/11/2011, and 13/02/2012 The interval between any two successive meetings did not exceed four calendar months.

c) Code of Conduct

The Board of Directors have adopted a code of conduct for the Board members and senior management of the company. The said code has been circulated to the Directors and members of the Senior Management. The code has also been posted on the Company's website. The declaration by Shri Suresh Sharma, Chairman of the company, regarding compliance by the Board members and Senior Management personnel with the said code of conduct is attached to this report.

A. Audit Committee

I. Composition :

The Audit Committee comprises 3 Director out of which 2 (Two) are Non­Executive Independent Directors and 1 (One) Executive Director. The members of the Committee including its Chairman are as follows:

II. Reference:

The powers role and terms of reference of the audit committee covers the area as mentioned under clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956 besides other terms as may be referred by the Board of Directors. These include oversight of company's financial reporting process and disclosures of financial information, reviewing the adequacy of the Internal Audit team, reviewing with management the quarterly / annual financial statements before submission to the Board, recommending the appointment of statutory auditors and fixation of their remuneration.

Apart from the above, the Committee also reviews Management discussion and analysis, statement of related party transactions and the management letters and the response thereto by the management.

III. Meetings and attendance:

During the year 2011-12 the Audit Committee met 5 times on 30/05/2011, 13/08/2011, 20/08/2011 12/11/2011 and 13/02/2012. The attendance of members at the meetings was as follows:

B. REMUNERATION COMMITTEE:

I. Composition :

The Remuneration Committee comprises 3 Director out of which 2 (Two) are Non-Executive Independent Directors and 1 (One) Executive Director.

II. Reference:

- To review, access and recommend the appointment of managing/whole time directors

- To periodically review the remuneration package of managing/whole time directors and next level and recommended suitable revision to the Board.

III. Meetings and attendance:

No meeting was required to be held by this committee.

B. REMUNERATION COMMITTEE:

I. Composition :

The Remuneration Committee comprises 3 Director out of which 2 (Two) are Non-Executive Independent Directors and 1 (One) Executive Director. The members of the Committee including its Chairman are as follows:

Shri Giriraj Prasad Sharma Chairman

Shri Daljeet Singh Matharu Member

Shri Hemant Kokatay Member

II. Reference:

- To review, access and recommend the appointment of managing/whole time directors

- To periodically review the remuneration package of managing/whole time directors and next level and recommended suitable revision to the Board.

III. Meetings and attendance:

No meeting was required to be held by this committee.

DETAILS OF REMUNERATION TO DIRECTORS:

We are pleased to inform that the Chairman and Board of Director is not withdrawn any amount against their remuneration due to requirement of funds in the Company.

C. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

I. Composition :

The Audit Committee comprises 3 Director out of which 2 (Two) are Non­ Executive Independent Directors and 1 (One) Executive Director. The members of the Committee including its Chairman are as follows:

II. Reference:

The Committee looks into redressing of grievances of the investors namely shareholders. The Committee deals with grievances pertaining to transfer of shares, non-receipt of annual report, non-receipt of dividend, dematerialization of shares, complaint letters received from Stock Exchanges, SEBI etc. The Board of Directors has delegated the power of approving transfer/transmission of shares to the Committee.

During the year 2011-12 the committee meets time to time to resolve to grievances pertaining to transfer of shares, non-receipt of annual report, non-receipt of dividend, dematerialization of shares, complaint letters received from Stock Exchanges, SEBI etc.

The total numbers of investor complaints received during the year were resolved to the satisfaction of the shareholders.

III. Number of Share Transfers / Transmission / Issue of Duplicate Share Certificate pending as on 31st March 2012 was NIL.

II. No special resolution was passed through postal ballot during the year ended on 31.3.2012 and no such resolution is proposed to be passed by postal ballot at the ensuing annual general meeting as well.

III. Some Special resolutions have been passed in the previous General Meetings.

IV. DISCLOSURES:

The Company had not entered into any transaction of a material nature which will have a conflict with its interest during the year.

All related party transactions are negotiated on arms length basis and are only intended to further the interests of the company

The Company has complied with the requirements of the regulatory authorities on capital markets and no penalties/strictures have been imposed against it in the last three years.

The company has complied with the mandatory requirements of corporate governance under clause 49 of the Listing Agreement with the Stock Exchanges.

V. MEANS OF COMMUNICATION:

The quarterly and yearly financial results of the Company are published in the prominent daily newspapers having circulation in the region where the registered office of the company is situated. The quarterly / yearly financial results are also regularly sent to the Mumbai Stock Exchange where the Company's shares is listed as soon as the same are approved and taken on record by the Board of Directors of the Company.

The Management Discussion and Analysis report has been attached to the Directors Report and forms part of the Annual Report.

VI. GENERAL SHAREHOLDERS INFORMATION:

a) Registered Office:

509, Chetak Centre, 12/2, R.N.T. Marg, Indore- 452001. Madhya Pradesh

b) AGM, Date, Time & Venue:

The ensuing AGM will be held on the 27th September 2012 at 11.00 a.m. at 509, Chetak Centre, 12/2, R.N.T. Marg, Indore- 452001(MP).

c) Financial Calendar:

The Company follows April-March as its Financial Year. The Financial results for every quarter, beginning from April, are declared in the month following the quarter.

d) Date of Book Closure:

Commencement - 24th September 2012 Ending - 26th September 2012 (Both days inclusive)

e) Dividend Payment Date:

Dividend if any, declared in the forthcoming Annual General Meeting will be paid within 30 days of the date of declaration.

f) Listing on the Stock Exchanges:

The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001.

g) Stock code:

"Bombay Stock Exchange  Code  513611

Demat ISIN Number in NSDL & CDSL:

INE077H01015

i) Registrar and Share Transfer Agents

M/s. Purva sharegistry (India) Pvt. Ltd.

9, Shiv Shakti Industrial Estate, Ground Floor, J.R.Boricha Marg, Off. N.M.Joshi Marg, Near Lodha Excelus, Lower Parel (East), Mumbai - 400 011.

Tel No. 022 - 23016761 /23018261 Fax No. 022 - 23012517

j) Share Transfer System

The transfer / transmission of shares in physical form is normally processed and completed within a period of 21 days from the date of receipt thereof. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through the respective depositary participants.

k) Dematerialization of Shares

As per the notification issued by the SEBI, the shares of the Company are traded compulsorily in dematerialized form by all investors with effect from 29/01/2001. The company's shares have been dematerialized to the extent of 5.97% as on 31.03.2012

l) Address for Correspondence

REGISTERED OFFICE

509, Chetak Centre,

12/2, R. N. T. Marg,

Indore- 452001(MP) Tel: 0731- 4227965 Email: sales@pithampursteels.com  

NEW PROJECT LOCATION

Plot No. - T-6, MIDC, Nardhana Industrial Area, Nardhana, Dhule, Maharashtra

CORPORATE OFFICE

1011 Embassy Centre, 207, Nariman Point, Mumbai-400 021

Tel. No. 022-22823367 / 68 Fax No. 022-2283 2445

REGISTRAR AND SHARE TRANSFER AGENT

M/s. Purva Sharegistry (India) Pvt. Ltd.

9, Shiv Shakti Industrial Estate, Ground Floor, J. R. Boricha Marg,

Off. N. M. Joshi Marg, Near Lodha Excelus, Lower Parel (East), Mumbai - 400 011.

Tel. No. 022 - 23016761 / 23018261 Fax No. 022 - 23012517.