01 May 2017 | Livemint.com

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Last Updated: Mar 31, 03:55 PM
National Steel & Agro Industries Ltd.

BSE

  • 25.50 0.80 (3.24%)
  • Vol: 103099
  • BSE Code: 513179
  • PREV. CLOSE
    24.70
  • OPEN PRICE
    25.90
  • BID PRICE (QTY.)
    25.65(880)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 25.50 0.00 (0%)
  • Vol: 46318
  • NSE Code: NATNLSTEEL
  • PREV. CLOSE
    25.50
  • OPEN PRICE
    25.80
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

National Steel & Agro Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

(as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges)

1. Company's Philosophy on Corporate Governance

Corporate Governance is the mechanism by which the values, principles, policies and procedures of Companies are manifested. Effective Corporate Governance is indispensable to resilient and vibrant capital markets and investor protection rests on this foundation. The core value of Corporate Governance lies in the principles of integrity, fairness, quality, transparency and accountability.

The Company is committed to good Corporate Governance in order to enhance value of its all stakeholders. To achieve the objectives of good Corporate Governance, the Company follows the principles of transparency, disclosures, fairness, independent supervision, healthy competition, production of quality products and services, compliance with all relevant laws, rules and regulations and meeting social responsibility. It is believed that good Corporate Governance by the Company would protect and enhance the trust of shareholders, customers, suppliers, financiers, employees, government agencies and the society in the Company.

2. Board of Directors

The Board of Directors of the Company consists of majority of Independent Directors. The Company has an Executive Chairman. The Board comprises of 5 (Five) Directors. The number of Executive Directors is 2 (Two) and remaining 3 (Three) are Non-Executive and Independent Directors. None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49), across all the Companies in which he/she is a Director

REPORT ON CORPORATE GOVERNANCE

(as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges)

1. Company's Philosophy on Corporate Governance

Corporate Governance is the mechanism by which the values, principles, policies and procedures of Companies are manifested. Effective Corporate Governance is indispensable to resilient and vibrant capital markets and investor protection rests on this foundation. The core value of Corporate Governance lies in the principles of integrity, fairness, quality, transparency and accountability.

The Company is committed to good Corporate Governance in order to enhance value of its all stakeholders. To achieve the objectives of good Corporate Governance, the Company follows the principles of transparency, disclosures, fairness, independent supervision, healthy competition, production of quality products and services, compliance with all relevant laws, rules and regulations and meeting social responsibility. It is believed that good Corporate Governance by the Company would protect and enhance the trust of shareholders, customers, suppliers, financiers, employees, government agencies and the society in the Company.

2. Board of Directors

The Board of Directors of the Company consists of majority of Independent Directors. The Company has an Executive Chairman. The Board comprises of 5 (Five) Directors. The number of Executive Directors is 2 (Two) and remaining 3 (Three) are Non-Executive and Independent Directors. None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49), across all the Companies in which he/she is a Director

The Board of Directors met six times during the Financial Year on 17th April 2014, 30th May 2014, 28th June 2014, 30th July 2014, 6th November 2014 and 29th January 2015.

The gap between two meetings did not exceed four months. The Company placed before the Board most of the information specified under Annexure of the Listing Agreement from time to time. The Board periodically reviews compliance reports of all laws applicable to the Company. Steps are taken by the Company to rectify instances of non-compliance, if any.

* Represents Chairmanships/Memberships of Audit Committee and Stakeholders Relationship Committee.

# Mrs. Neha Singhania, Director of the Company has been appointed with effect from 28th June, 2014.

@ Mr. Veer Kumar Jain resigned w.e.f. 5th June, 2014.

The Company has adopted the code of conduct for all Board members and Senior Management Personnel. The Company has received confirmation from them regarding compliance of the Code during the year under review. The Code is posted on the website of the Company.

3. Audit Committee

Your Company's Audit Committee has been constituted in accordance with the provisions of Clause 49 of Listing Agreement and Section 177 of the Companies Act, 2013.

During the period under review, the Audit Committee met 5 times on 30th May 2014, 28th June 2014, 30th July 2014, 6th November 2014 and 29th January 2015.

The Company Secretary acts as the Secretary to all the Committees.

The terms of reference of the Audit Committee includes the matters specified in Clause 49(III) of the Listing Agreement with the Stock Exchanges and also as required under Section 177 of the Companies Act, 2013.

4. Nomination and Remuneration Committee

Your Company's Nomination and Remuneration Committee has been constituted in accordance with the provisions of Clause 49 of Listing Agreement and Section 178 of Companies Act, 2013. The Committee consists of 3 (Three) Directors. The Chairman of the Committee is an independent director. The Committee met two times during the period under review on 17th April, 2014 and 22nd September, 2014. The attendance record of the members at the meeting is as under:

* Mrs. Neha Sighania, Director of the Company has been appointed with effect from 28th June, 2014.

** Mr. Veer Kumar Jain resigned w.e.f. 5th June, 2014.

Nomination and Remuneration Policy of the Company is uploaded at the website www.nsail.com <http://www.nsail.com>.

During the year, the Committee, under the guidance of the Board, also formulated the criteria and framework for the performance evaluation of every Director on the Board, Chairperson, Board and its Committees.

The Committee carried out evaluation of every Directors performance and recommended to the Board of Directors.

Details of Remuneration paid to Directors

During the Financial Year 2014-15 the Company paid to Independent Directors only sitting fee for attending Board and Audit Committee Meetings.

Service Contracts, Severance Fees and Notice Period

Period of Contract of Executive Chairman and Managing Director is five years w.e.f. 20th August, 2013 and the contract may be terminated by either party by giving six months' and three months' notice respectively. There is no separate provision for payment of severance fees.

5. Stakeholders Relationship Committee

Your Company's Stakeholders Relationship Committee has been constituted in accordance with the provisions of Clause 49 of Listing Agreement and Section 178 of Companies Act, 2013. The Committee consists of 3 (Three) Directors. The Chairman of the Committee is an Independent Director. The Committee met 4 times during the period under review on 30th May 2014, 30th July 2014, 6th November 2014 and 29th January 2015. The attendance record of the members at the meeting is as under:

6. Corporate Social Responsibility Committee

The Companies Act, 2013 mandates the constitution of Corporate Social Responsibility (CSR) Committee by certain Companies pursuant to Section 135 of the Companies Act, 2013. Accordingly, the Company has constituted a CSR Committee at its Board Meeting held on 17th April, 2014. The Terms of Reference and its composition are as under:

Brief description of Terms of Reference :

To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to Companies Act, 2013, recommend the amount of expenditure to be incurred on the activities referred to in CSR Policy of the Company, institute a transparent monitoring mechanism for implementation of the CSR projects or programmes or activities undertaken by the Company and monitor the CSR Policy of the Company from time to time.

7. Risk Management Committee

Brief description of Terms of Reference :

To assess risks in the operations of business of the Company, to mitigate and minimize risks assessed in the operations of business, periodic monitoring of risks in the operations of business and other matters delegated to the Committee by Board of Directors of the Company from time to time.

Following are the members of the Committee :

1. Mr. Santosh Shahra : Chairman

2. Mr. P. Srikrishna : Member

The Board of Directors of the Company has also approved the Risk Management Plan. The objective of the plan is to assist the Board of Directors through the Risk Management Committee in overseeing of the Company's risk management systems, practices and procedures.

8. Independent Directors' Meeting

During the year under review, the Independent Directors met on 29th January, 2015, inter alia, to consider:

• Evaluation of performance of Non Independent Directors and the Board of Directors as a whole;

• Evaluation of performance of Chairperson of the Company, taking into account the views of the Executive and Non Executive Directors.

• The quality, quantity 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 recommendations of the Independent Directors Meeting were submitted to the Board of Directors.

9. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, on the recommendation of Independent Directors and Nomination & Remuneration Committee, the Board has carried out the annual performance evaluation of its own performance, its Committees and the Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as appropriate composition of the Board, manner in which Board Meetings are conducted, adequate information to the Board Members to consider the matter, overall effectiveness of the Board etc.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as preparedness for the Board Meetings, utilisation to their knowledge, experience & expertise, new ideas/insights on business issues etc.

A separate exercise was carried out to evaluate the performance of Chairperson, who was evaluated on parameters such as deals effectively with dissent and works constructively towards consensus, allocates a fair amount of time to all board members to express their points of view, ensures relevant and adequate information is provided to the Board etc.

A separate exercise was carried out to evaluate the Committees of the Board, which were evaluated on parameters such as objectives of the Committee are well defined, Committee is delivering on the defined objectives, Committee has the right composition to deliver its objectives, etc.

11. Disclosures

a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company at large.

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. The Board has approved a policy for related party transactions which has been uploaded on the Company's website.

b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or Securities and Exchange Board of India (SEBI) or any statutory authority, on any matter related to capital markets, during the last three years:

No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the SEBI or by any statutory authority on any matters related to capital markets during the last three years.

c) Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee.

The Company has Whistle Blower Policy and the same has been uploaded at the website of the Company. No personnel of the Company has been denied access to the audit committee.

d) Details of compliance with mandatory requirements and adoption of the non- mandatory requirements of 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 with the Stock Exchanges.

12. Reconciliation of Share Capital Audit

A qualified Practicing Company Secretary carried out Share Capital Audit to reconcile the total admitted Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total Issued and listed equity share capital. The audit confirms that the total Issued / Paid-up Capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

13. Means of Communication

* Quarterly Results

The Company's Unaudited Quarterly Results are submitted to the Stock Exchanges in accordance with the provisions of Listing Agreement, published in newspapers and also displayed on the Company's website.

* Newspaper wherein Results normally published in

Free Press Journal and Nava Shakti (Mumbai)

* Any website, where displayed www.nsail.com

* Whether it also displays official news release No

* The presentations made to institutional investors or to the analysts

No such occasion arose during the year.

14. General Shareholder Information

 Annual General Meeting :

Day, Date and Time : Tuesday, 22 September, 2015 at 12.00 Noon.

Venue : M. C. Ghia Hall of Indian Textile Accessories & Machinery Manufacturers' Association, Bhogilal Hargovindas Building, 4th Floor, Kala Ghoda, 18/20, K. Dubash Marg, Mumbai - 400001

b) Financial Calendar

Results for first quarter ending 30th June, 2015 : Within 45 days from the end of the quarter

Results for second quarter ending 30th September, 2015 : Within 45 days from the end of the quarter

Results for third quarter ending 31st December, 2015 : Within 45 days from the end of the quarter

Results for Financial Year ending 31st March, 2016 : : Within 60 days from the end of the financial year

c) Date of Book Closure : Wednesday, 16 September, 2015 to Tuesday, 22nd September, 2015 (Both days inclusive)

d) Dividend Payment date : The Board of Directors has not recommended any dividend on the Equity Shares for the year ended 31st March, 2015.

Listing of Equity Shares on Stock Exchanges and Stock Codes :

The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

STOCK EXCHANGE

National Stock Exchange of India Limited (NSE) NATNLSTEEL

BSE Limited (BSE) 513179

The Listing Fee for the financial year 2015-16 has been paid to NSE and BSE.

Corporate Identification Number (CIN) the Company : L27100MH1985PLC140379.

i) Registrar and Transfer Agent :

Sarthak Global Limited, 170/10 R.N.T. Marg, Film Colony, Indore -452 001 (M.P.) Phone No. : 0731-2523545, 2526388, Fax No. : 0731-2526388 Email ID : investor_relations@nsail.com

 j) Share Transfer System :

To expedite the process of share transfers, the Board of the Company has delegated the power of share transfer to M/s Sarthak Global Ltd., Registrar and Share Transfer Agent of the Company. The delegated authority attends to share transfer formalities fortnightly. Shares lodged in physical form with the Company/its Registrars & Share Transfer Agent are processed and generally returned within fifteen days from the date of receipt so long as the documents have been clear in all respects. Shares under objection are returned within fifteen days from receipt of the documents.

l) Dematerialisation of shares and Liquidity :

2,27,18,127 Equity Shares of the Company representing 51.05% of the Company's Share Capital are dematerialised as on 31st March, 2015 as compared to 2,17,07,961 Equity Shares (48.78%) as on 31st March, 2014 with NSDL and CDSL (ISIN Code : INE 088B01015). The Company's equity shares are regularly traded on the National Stock Exchange of India Ltd. and BSE Limited, in dematerialised form.

m) Outstanding GDRs/ADRs/Warrant or any convertible instruments conversion date and likely impact on equity : Nil

n) Plant Location : Village Sejwaya, Tehsil Dhar, District Dhar (Madhya Pradesh)

o) Registered Office : 621, Tulsiani Chambers  Nariman Point, Mumbai - 400 021

o) Address for Correspondence

(i) Investor Correspondence

For Shares held in Physical Form

Sarthak Global Limited Unit : National Steel and Agro Industries Limited 170/10 R.N.T. Marg, Film Colony, Indore - 452 001 (M.P.) Phone No. : 0731-2523545, 2526388, Fax No. : 0731-2526388

For Shares held in Demat Form

Investors' concerned Depository Participant (DP) and/or Sarthak Global Limited Unit : National Steel and Agro Industries Limited 170/10 R.N.T. Marg, Film Colony, Indore - 452 001 (M.P.) Phone No. : 0731-2523545, 2526388, Fax No. : 0731-2526388 Investors may lodge complaint at Email ID : investor_relations@nsail.com

(ii) Administrative Office

National Steel and Agro Industries Limited 401, Mahakosh House, 7/5 South Tukoganj, Nath Mandir Road, Indore - 452 001 (M.P.) Phone No. : 0731-2518167-9, 2528133, Fax No. : 0731-2516714 Email ID : nsail_indore@nsail.com

15. CEO and CFO Certification

The Managing Director & CEO and CFO of the Company give quarterly/annual certification on financial reporting and internal controls to the Board in terms of Clause 41 and 49 of the Listing Agreement.