REPORT ON CORPORATE GOVERNANCE
Afocused mind set with continuous learning aimed to have completely integrated operations forself reliance in the business.
To attain a level where there is no defined limit for growth, to promote a work climate that harness the best of human potential, encourage to compete with self, protect environment and to explore all possible means for unmatched growth.
The Company is committed to good Corporate Governance practices. Your Directors endeavorto adhere to the Standards set out by the Securities & Exchange Board of India (SEBI). Your Company is, therefore, complying in all material respects the mandatory requirements as explained hereunder.
Board of Directors
In compliance of Clause 49 of Listing Agreement ,Board consists of eight directors, comprising One Executive and Seven non-executive directors, out of which Four independent directors including one women independent director. Non Executive Director is Chairman of the Company,
b) Meetings and attendance records of each Director
During the year six meetings of Board of Directors were held on 22.04.2014, 30.05.2014, 11.08.2014, 10.11.2014, 09.02.2015(2) including separate Meeting of the Independent Directors. The intervening period between the two Board Meetings was well within the maximum prescribed period.
Relationship between Director sinter-se
Mr. Aniket Singal, Non-Executive Director on the Board of Directors is the son of Shri Sanjay Singal, Non-ExecutiveChairman-Director.
Performance evaluation of Independent Directors
The Nomination and Remuneration Committee of the Board laid out the evaluation criteria for performance evaluation of the Board, its Committees and all the individual directors, in adherence to clause 49 of the Listing Agreement. The performance evaluation criteria includes attendance of directors, active participation in discussion, discussion of the item at length with import latest knowledge of industry and business etc.
Familiarisation Programme for Independent Directors
All Independent Directors are apprised/familiarized about the company, its business, industry etc and roles, rights, responsibilities of independent Directors, nature of the industry in which the company operates, business model of the company, etc. from time to time. Detailed agenda is provided to all the Directors to take informed decision and perform its function and fulfill its role effectively. The details of such familiarisation Programmes are disclosed at weblink <http://www.novaironsteel.com/pdfs/> Familiarisation%20Programme%20for%20Independisent%20Director.pdf.
Company's Policy on Prohibition of InsiderTrading
The Company has formulated a Policy for Prohibition of InsiderTrading to deter the insider trading in the securities of the Company based on the unpublished price sensitive information. The policy envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company. The full text of the policy can be assessed on the weblink <http://www.novaironsteel.com/pdfs/Insider%20Trading%20Policy.pdf>.
Committee of Board of Directors
The Company has constituted Audit Committee and at present consists 3 members namely Mr. N Awatar, Mr R. P. Goyal and Mr Arvind Gupta as its members. Mr. N Awatar is Chairman of the Committee and is independent and non-executive Director. He is a senior practicing Chartered Accountant. The committee met five times during the year i.e. on 22.04.2014, 30.05.2014,11.08.2014, 10.11.2014 and 09.02.2015 and attendance is as under.
Representative(s) of Auditors normally attends meetings of Audit Committee.
The terms of reference of the Audit Committee including defined under the relevant provisions of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement with stock exchanges as in force.
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. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
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 before submission to the board for approval, with particular reference to:
a. Matter required tobe included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (5) of section 134 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. review and monitor the auditor's independence and performance, and effectiveness of audit process;
7. Approval or any subsequent modification of transactions of the company with related parties.
8. Scrutiny of inter-corporate loans and investments.
9. Valuation of undertakings or assets of the company, wherever it is necessary.
10. Evaluation of internal financial controls and risk management systems.
11. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
12. 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.
13. Discussion with internal auditors any significant findings and follow up there on.
14. 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 system of a material nature and reporting the matter to the board.
15. 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.
16. 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.
17. Reviewing the functioning of Whistle Blower mechanism in the Company.
18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
19. Considering such other matters the Board may specify.
20. Reviewing other areas that may be brought under the purview of role of Audit Committee as specified in Listing Agreement and the Companies Act, as and when amended.
Nominationation and Remuneration Committee
The terms of reference decided by the Board for the functioning of Nomination and Remuneration Committee interalia to determines Company's remuneration policy , parameters for appointment of directors, key managerial personnel and determines remuneration structure perfoance based as well as the nomination and also covers such functions and scope as prescribed under section 178 of the Companies Act, 2013 read with allied Rules framed thereunder and clause 49 of the Listing Agreement with stock exchanges .Nomination and Remuneration Committee consists Mr. N Awatar and Mr. Arvind Gupta, independent directors as members of the Committee. Mr. N Awatar is the Chairman of the Committee. The Committee met three times during the financial yeari.e. on 30.05.2014,05.08.2014 and 27.03.2015 and attendance is as under.
Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees; regulated by the Nomination and Remuneration Committee of the Board. The Policy is also available on the website of the Company www.novaironsteel.com > in the investor section. (Also refer Annexure- 2 of Board's Report).
The remuneration to the Whole-Time Director(s) is paid on the scale determined by the Nomination and Remuneration Committee within the limits approved by the Shareholders at the General Meeting. The Non-Executive, Independent Directors, are entitled to sitting fees for attending meetings of the Board, its Committees and the Shareholders
Stakeholders Relationship Committee
During year under review four Meetings of Stakeholders Relationship Committee were held on 15.04.2014, 15.07.2014, 15.10.2014, and 15.01.2015. The Committee consist Mr. R.P. Goyal, Mr. N. Awatar and Mr. Arvind Gupta, Directors as members of the committee. Mr. R.P. Goyal is Chairman of the Committee. Mr. Dheeraj Kumar, Company Secretary is the Compliance Officer under clause 47 of the Listing Agreement. During the year 228 Nos. of complaints were received from various shareholders and all of them have been replied/resolved to the satisfaction of the complainant. As on date there is complaint pending.
Share Transfer Committee
Share Transfer Committee has been constituted inter-alia to consider and approve transfer of shares lodged for transfer with RTA. The Share Transfer Committee meetings are being held every fortnight. Mr. Sanjay Singal, Mr. R. P. Goyal and Mr. Arvind Gupta are the Members of the Committee. Mr. Sanjay Singal is the Chairman of the Committee.
Corporate Social Responsibility Committee(CSR Committee)
Corporate Social Responsibility Committee constituted pursuant to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 CSR Committee recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken specified in Schedule VII to the Act and amount of expenditure to be incurred subject to availability of funds on such activities/programmes and to monitor the Corporate Social Responsibility Activity from time to time. Mr. H. C. Verma, Mr. R. P. Goyal and Mr. Narsing Awatar are the Members of the Committee. Mr. R.P. Goyal is the Chairman of the Committee.
The Corporate Social Responsibility Policy of the Company is available on the weblink of the Company <http://www.novaironsteel.com/pdfs/CSR%20Policy.pdf.(Also> refer CSR stated in Board Reports)
a) Related party transactions
The particulars of transactions between the company and its related parties as per the Accounting Standard 18 "Related Party Disclosures" are disclosed in Notes to Financial Statements. Howeverthese transactions are not likely to have any conflict with the Company's interest. All related party transactions are on arms' length price, and are in the ordinary course of business. Material Related Party transactions are approved by shareholders. The company has adopted the Related Party Transaction policy which is also available on the website of the Company at weblink:<http://www.novaironsteel.com/pdfs/Related%20Party%20Transaction%20policy.pdf>
The Company has complied with the with the applicable mandatory requirements of the Stock Exchanges, SEBI and other Statutory Authorities on matters related to capital markets. No penalties or strictures have been imposed on the Company by the Stock Exchanges orSEBI or any other Statutory Authorities relating to the above.
The Company has fully complied with the mandatory requirements of clause 49 of the Listing Agreement entered into with the Stock Exchanges. Adoption of Non-Mandatory requirements under Clause 49 of the Listing Agreement are reviewed by the Board from time to time
c) Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee.
Refer to Details of establishment of Viginl/Whistle Blower Policy of Board's Report. the Policy empower any person associated with the organisation to file a grievance if he/ she noticesany irregularity. No person has been denied access to the Audit Committee for any grievance.
MEANS OF COMMUNICATION:
The Company normally publishes quarterly, half yearly and annual financial results in English Daily, in Hindi daily widely circulated and in Local Hindi daily and results are promptly furnished to stock exchanges for display on their website. Annual Reports and other important information is circulated to members and are also placed on the Company's website www.novaironsteel.com
a) Annual General Meeting for the year ended 31st March 2015 : 29th September, 2015 at 2.30 PM at registered office.
b) Financial calendar : : April to March each year.
Financial reporting for the quarter ending : Reporting Month
30th June 2015 : August 2015
30th September2015 : November 2015
31st December 2015 : February 2016
31st March 2016 : May 2016
c) Dates of Book Closure : : 19th September 2015 to 25th September 2015
d) Dividend Payment Dates : No dividend is recommended for the financial year ended 31st March 2015
e) Listing ofSecurities
Shares of the Company are listed with the Stock Exchange at Bombay Stock Exchange. Company has filed application for delisting of shares from National Stock Exchange on 27.10.2010 and Delhi Stock Exchange, on 02.06.2011. Madras Stock Exchange, Ahmedabad Stock Exchange and Calcutta Stock Exchange have accorded approval of delisting of shares. vide SEBI Order No. WTM/PS/4S/MRD/DSA/NOV/2014 dated 19-11-2014 Delhi Stock Exchange has been De-recognized.
Stock Code/Security Symbol
Stock Code : 513566
Security Symbol : Symbol in BSE - NOVIS
f) ISIN No. for dematerialisation of Equity Shares : INE 608C01026
I) Registrar & Share Transfer Agent (RTA):
M/s Skyline Financial Services Private Limited D-153A, 1st Floor, Okhla Industrial Area, Phase-1, New Delhi-110020. Ph : 011-30857575 (10 lines), Fax : 011-30857562
The Board has delegated authority to RTAfor electronic connectivity and Share Transfer Agents of the Company, the authority to attend to Share Transferformalities atleast once in a fortnight, to be approved/ratified by the Share Transfer Committee. This facilitates expeditious processing of Share Transfers in the interest of Shareholders.
j) Share Transfer System
Transfer of shares held in physical form can be lodged with Registrar & Share Transfer Agent at the above mentioned address. The transfer requests are normally processed within 15 days of receipt of documents, if documents are found in order. Shares under objections are returned within two weeks.
Board has delegated the authority for approving transfer, transmission etc. of the Company's securities to Share Transfer Committee. The decisions of Share Transfer Committee are placed at the next Board Meeting.
m) Dematerialization of shares and liquidity
Demat facility for demat of shares are available for trading in the depository systems of both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As at 31st March, 2015, 29713630 Equity shares out of 36139488 Equity Shares of the Company, forming 82.22% of the Company's paid up capital is held in the dematerialized form. The Company's shares are liquid and actively traded on the BSE.
n) Nomination Facility:
Members are entitled to nominate in respect of shares held by them. Members holding shares in physical form and are intending to make/change nomination in respect of their shares may submit Form SH-13 to company's Registrar & TransferAgent.
Company has not issued GDR/ADR.
p) Plant Location and address for communication:
Plant Village Dagori, Tehsil Belha, Distt Bilaspur (Chhattisgarh) Communication : F-Block 1st Floor International Trade Tower, Nehru Place, New Delhi - 110019.
Auditor Certification on Corporate Governance
The Company has obtained a Certificate as stipulated in clause 49 of Listing agreement regarding compliance of conditions of Corporate Governance is Annexed at 10.
Whole Time Director and CFO Certification
As required under Clause 49(IX) of the Listing Agreement with the Stock Exchange, the Certificate of Whole Time Director & Chief Financial Officer of the Company regarding Financial Statements forthe year ended March 31,2015 is at Annexure 11.
OTHERS USEFUL INFORMATION FOR SHAREHOLDERS
Update E-mails for receiving notice/ documents in e-mode
The Ministry of Corporate Affairs (MCA) has through its circulars issued in 2011, allowed service of documents by companies including Notice calling General Meeting(s), Annual Report etc. to theirshare holders through electronic mode.
In accordance of the same, company had proposed to send Notice calling General Meetings, Annual Report and other documents in electronic mode to all the shareholders on their email addresses. Shareholders may inform the company/RTA in case the shareholders wish to receive the above documents in physical form.
The shareholders who have not registered their email addresses with the Company are requested to kindly register their e-mail addresses with the Company.
Dematerialisation of Shares
Members are advised to consider dematerialisation of their shareholding so as to avoid inconvenience involved in the physical shares such as mutilation, possibility of loss/misplacement, delay in transit etc. and also to ensure safe and speedy transaction in securities.
Update your Correspondence Address / Bank Mandate / Email Id
To ensure all communications benefits received promptly, all shareholders holding shares in physical form are requested to notify to the Company or their respective DPs, change in their address / bank details / email Id instantly by written request under the signatures of sole/first joint holder.
Quote Folio No. / DP ID No.
Shareholders / Beneficial Owners are requested to quote their Folio Nos. / DP ID Nos., as the case may be, in all correspondence with the Company and their E-mail IDs, Contact / Fax numbers for prompt reply to their correspondence.