REPORT ON CORPORATE GOVERNANCE
The Company believes that Corporate Governance is a set of guidehnes to help fulfill its responsibilities to all its stakeholders i.e. investors, customers, vendors. Government , employees, associates and society. It is a voluntary code of self discipline to ensure transparency, accountability and integrity.
1. Board of Directors
a) Composition of the Board
The Board of Directors has a combination of Executive and Independent Directors. Independent directors help to maintain the independence of the Board. As on March, 2013, the Company's Board consisted of six (6) directors of whom , one is Executive Director i.e. Managing Director, one is Non Executive Director and four (4) are independent directors.
b) Number of Board Meetings
During the financial year 2012-13, the Board of Directors met 8 times May 11,2012, July 21, 2012, August 9, 2012, August 25, 2012, November 8, 2012, December 28, 2012, January 30, 2013 and March 30, 2013.
None of the Directors of the company were members of more than 10 Committees or acted as Chairman of more than five Committees across all companies in India, in which he is a Director, in terms of Clause 49 of the Listing Agreement.
2. Committees of the Board of Directors
The company has three Committees of Board of Directors viz. Audit Committee, Remuneration Committee and Shareholder/Investor Grievance Committee as on March, 2013. Recommendations of the Committees are submitted to the Board to take decision on the matter requiring Board's decision.
a) Audit Coniiiiittee
The Audit Committee ensures prudent financial and accounting practices, fiscal discipline and transparency in financial reporting. In terms of one of its important charter, the quarterly audited accounts are reviewed by the Audit Committee and recommended to the Board for its adoption.
The Audit Committee comprises three independent directors. They are Sh. Vishal Patel-Chairman, Sh. Jawahar Lai Goyal - Member and Sh. K K Bhatia - Member.
The Committee has the following powers and responsibilities including but not limited to:
• Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
• 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.
• Approval of payment to Statutory Auditors for any other services rendered by them.
• Reviewing with the management, the annual financial statements before submission to the Board for approval, with particular reference to :
Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.
Change, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by management.
Significant adjustments made in the financial statements arising out of audit findings.
Compliance with listing and other legal requirements relating to financial statements.
Disclosure of any related party transactions. Qualifications, if any, in the draft audit report.
Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
Discussing 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, compliance with Stock Exchange and legal requirements concerning financial statements, reviewing the Company's financial and risk management policies. Carrying out any other functions as specified in the terms of reference, as amended from time to time.
The powers of Audit Committee, pursuant to its terms of reference, include the following:
• To investigate any activity within its terms of reference
• To seek information from any employee
• To obtain outside legal or professional advice
• To secure attendance of outsiders with relevant expertise, if considered necessary;
The Audit Committee met five times during the year on May 11, 2012, August 9, 2012, August 25, 2012, November 8, 2012 and January 30, 2013.
b) Remuneration Conunittee
The company has a Remuneration Committee comprising three independent directors. They are Sh. Krishan Kumar Bhatia - Chairman, Sh. Jawahar Lai Goyal - Member and Sh. Vishal Patel- Member.
The Remuneration Committee of the Board is responsible to recommend to the Board compensation package for the Executive Directors i.e Managing Director and Whole Time Directors of the company. The Committee may also recommend the remuneration payable to the Non Executive Directors of the company.
No sitting fee was paid to the directors for attending Board Meetings and Committee Meeting during the year under review. No Remuneration Committee Meeting was held during the year under review
Details of Remuneration paid to Managing Director for the year ended March, 2013.
Name of Managing Director Sh. Ranjeev Bhatia
Remuneration paid during the financial year ended 3 March, 2013
c) Shareholders/Investors Grievance Connnittee
The Committee specifically looks into the redressal of Shareholders' and investors' complaints such as transfer of shares, non -receipt of Balance Sheet, non - receipt of declared dividend, if any.
The Shareholders/ Investors Grievance Committee Comprises three independent directors. They are -Sh. K.K. Bhatia- Chairman, Shri. Vishal Patel-Member and Shri J L Goyal-Member.
The Committees was constituted with powers and responsibilities including but not limited to:
• To supervise and ensure efficient share transfer, share transmission etc.
• To redress shareholders' complaints like non receipt of Balance Sheet etc.
• To address all matters pertaining to Registrar and Share Transfer Agents including appointment of new Registrar in place of existing one.
• To address all matters pertaining to Depositories for dematerialization of shares of the company and other matters connected therewith.
During the year under review no committee meeting was held. No investor complaints were pending as on the date of this report.
An Ordinary Resolution was passed through Postal Ballot on April 19, 2012 under Section 293 (1) (d) of the Companies Act, 1956 authorizing the Board of Directors to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company at Village Jassran, Amloh Road, Mandi Gobindgarh.
Disclosures Code of Conduct
All the Board Members and Senior Management personnel of the company have affirmed compliance with the Code of Conduct as applicable to them, for the year ended March 31, 2013. A declaration to this effect signed by Sh. Ranjeev Bhatia , Managing Director is annexed to this report.
Disclosure on materially significant Related Party Transactions
Details of materially significant related party transactions i.e. transaction of the company of material nature with its promoters, the Directors or the management etc are presented at Point No 'AL' in Notes on Accounts.
Accounting treatment in preparation of financial statements
The company follows the mandatory Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI) and to the best of its knowledge there are no derivations in the accounting treatment that requires specific disclosure.
Remuneration to the Directors
Information relating to remuneration to the Directors during the financial year 2012-13 has been provided under the details of the Remuneration Committee.
Management Discussion and Analysis
As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis is provided elsewhere in the Annual Report.
Managing Director's Certification
As required under Clause 49 of the Listing Agreement with the Stock Exchanges , the Managing Director of the company has certified to the Board regarding the Financial Statements for the year ended March 31,2013 which is annexed to this Report. Details of non -compliance
Details of non compliance by the company, penalties, strictures imposed on the Company by the Stock Exchanges, SEBI or any statutory authority , on any matter to the capital markets, during the period from April 1, 2012 to March 31, 2013- NIL.
Shareholders' Information Means of Conimuiiication
The results of the company are regularly published in newspapers in accordance with Clause 41 of the Listing Agreement. Further the company regularly disseminates to the Stock Exchanges, wherein its Equity Shares are listed, all mandatory information and price sensitive/such other information which in the opinion , are material and/or having a bearing on its performance/operations.
General details of the company
a) Forthcoming Annual General Meeting
The next Annual General Meeting of the company will be held on Thursday the day of September, 2013 at Registered Office of the company.
b) Book Closure
Wednesday the 18^ day of September, 2013 to Thursday the day of September, 2013. (both days inclusive).
b) Financial Year
The financial year of the company covers the financial period from April 1 to March 31.
The tentative financial calendar :
1st Quarter Results : upto 1May, 2013
2nd Quarter Results : upto 15t'' July, 2013
3rd Quarter Results : upto November, 2013
4th Quarter Results : upto January, 2014. Listing
Presently the Equity shares of the company are listed at Bombay Stock Exchange Ltd (BSE), Mumbai and The Delhi Stock Exchange Limited (DSE).
Application for Voluntary delisting under securities and Exchange Board of India (Delisting of Securities) Guidelines 2003 is pending with Delhi Stock Exchange.
ISIN (Equity Shares) in NSDL & CDSL : INE478F01019 Stock Code (BSE) : 513727
Dematerialization of Shares
The Company's equity shares have been demateriahzed with the Central Depository
Services Limited (CDSL) and the National Securities Depository Limited (NSDL). As on 3V' March, 2013 , 334400 equity shares being 8.7% of the total paid up capital of the company was held in demateriahzed form with NSDL and CDSL.
Company is very regular and particular in replying to any of the investor queries/information etc.
Registrar and Transfer Agent:
M/s Link Intime Private Limited. A-40, Floor, Near Batra Hall, Naraina Industrial Area, Phase-IL New Delhi.
Share Transfer System
The company has Shareholders'/Investor' Grievance Committee represented by the Board of Directors to examine and redress shareholders' and investor complaints. Half-yearly Transfer Audit and Quarterly Secretarial Audit in terms of the Listing Agreement are regularly carried out by an independent practicing Company Secretary.
Village- Jassran, Amloh Road, Mandi Gobindgarh-147301
Address for Correspondence
Ranjeev Alloys Limited
Regd. Office: Village- Jassran, Amloh Road,
Mandi Gobindgarh- 147301.
For and on behalf ofthe Board
Place: Mandi Gobindgarh