CORPORATE GOVERNANCE REPORT
I COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance essentially is the system by which companies are directed and controlled by the management in the best interest of all the stakeholders and others. Corporate Governance ensures fairness, transparency and integrity of the management.
Your Company believes that for its sustained success, it must maintain global standards of corporate conduct towards its shareholders, customers, employees, all other stakeholders and society in general. The Company has always focused on good corporate governance, which is a key drive of sustainable corporate growth and long-term value creation for its shareholders.
Above all, corporate governance must balance individual interest with corporate goals and operate within accepted norms of propriety, equity, fair play and a sense of justice. Accountability and transparency are key drives to improve decision-making and rationale behind such decisions, which in turn improves confidence of all stakeholders.
II. GOVERNANCE STRUCTURE
The corporate governance structure of Steelco Gujarat Limited is as follows:
The Board of Directors: The Board is entrusted with the ultimate responsibilty of the management, directions and performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic, guidance, objective and independent view to the Company's management adheres to ethics, transparency and disclosure.
Committees of the Board: The Board has constituted the following committees viz, Audit Committee, Nomination & Remuneration Committee as well as Stakeholders & Investors Relationship Committee. Each of the said committee has been mandated to operate within a given framework.
III. BOARD OF DIRECTORS
0 Meetings and Attendance:
During the year from 1st April 2014 to 31st March 2015, the Board met 5 (five) times i.e., 22nd May, 2014, 14th August, 2014, 26th September, 2014, 14th November, 2014 and 12st February, 2015. Attendance of Directors at the Meeting of the Board of Directors (BOD) held during the financial year 2014-2015 and Annual General Meeting (AGM) held on 26th September, 2014
III AUDIT COMMITTEE
0 Terms of reference
The role and terms of reference of the Audit Committee cover the matters specified for Audit Committees under Clause 49 of Listing Agreement and Section 177 of the Companies Act, 2013.
All the members of the Audit Committee are having financial and accounting knowledge. The Audit Committee invites such of the executives, as it considers appropriate to be present at its meetings. The Vice-Chairman and Managing Director also attended the Audit committee meeting. The Company Secretary acts as the Secretary to the Audit Committee.
IV NOMINATION AND REMUNERATION COMMITTEE
0 Terms of reference and Remuneration Policy
Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013, the terms of reference of the Nomination & Remuneration Committee is mainly to formulate the criteria for determining qualifications, positive attributes and independece of a director as also to recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other employees.
A. Remuneration to Non-Executive Directors
The Non-Executive Directors are paid remuneration by way of remuneration and sitting fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board or Committee of Directors attended by them. The total amount of sitting fees paid during the Financial Year 2014-15 was t 8.28 Lacs. The Non-Executive Directors do not have any material pecuniary relationship or transactions with the Company.
B. Remuneration to Executive Directors
The appointment and remuneration of Executive Directors including Chairman and Managing Directors, Whole Time Directors is governed by the recommendation of the Nomination and Remuneration Committee, resolution passed by the Board of Directors and Shareholders of the Company and approval of Central Government, whereever required. Payment of remuneration to Executive Directors is governed by the respective agreement executed between them and the Company. The remuneration package of Executive Vice Chairman and Managing Director comprises of salary, perquisites, allowances, and contributions to provident and other retirement benefit funds. Annual increments are linked to the performance and are decided by the Nomination and Remuneration Committee and then recommended to the Board for approval thereof.
Presently, the Company does not have a scheme for grant of stock option or performance linked incentives for its directors.
V STAKEHOLDERS RELATIONSHIP / SHAREHOLDERS' GRIEVANCE COMMITTEE Composition and Attendance:
This committee comprises of three directors. The table below highlights the composition and attendance of the Members of the Committee. The necessary quorum was present for all meetings.
Terms of Reference :
The Committee is looking after the Shareholders' Relationship / Investors' Grievance and redressal of investors' / shareholders' complaints related to transfer of shares, non-receipt of balance sheets, etc.
Based on the report received from the Company's Registrars, the number of complaints received from shareholders comprises of correspondence identified as complaints i.e. letter received through statutory /regulatory bodies.
The committee was reconstituted and re-named as Stakeholders Relationship /Shareholders Grievances Committee w.e.f. 27th May 2014.
The secretarial department of the Company and the Registrar and Share Transfer Agent, Link Intime India Private Limited attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. the minutes of the Stakeholders Relationship / Investors Grievance Committee meeting are circulated to the Board and noted by the Board of Directors of the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish and update their telephone numbers, address and e-mail address to facilitate prompt action.
Status of Investor Complaints as on 31st March, 2015 and reported under Clause 41 of the Listing Agreement are as under:
Total 14 numbers of complaints received and addressed to the shareholders during the year ended on 31st March, 2015. There was no compliant outstanding as on 31st March, 2015. The number of pending share transfer and pending reqeusts for dematerlization as on 31st March, 2015 were nil. Shareholders' / Investors' complaints and other correspondence are normally attended to within seven working days except where constrained by disputes or legal impediments. No investor grievances remained unattended / pending for more than 30 days as on the 31st March, 2015.
VI. INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on March 14, 2015, inter alia to discuss:
1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;
2. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive & Non-Executive Directors;
3. Evaluation of the quality, content 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 this meeting.
The Company has incorporated its wholly owned subsidiary Company, Steelco Colour Coating Ltd., during the year.
VII. AFFIRMATION AND DISCLOSURES
Compliance with Governance Framework:
The Company is in compliance with all mandatory requirements of Clause 49 of the Listing Agreement except that the Company was required to have atleast one Woman Director as well as at least one half of the Board comprised of Independent Directors as at 31st March, 2015. However, Ms. Ameeta Trehan has already been inducted on the Board, w.e.f. 16.05.2015.
Related Party Transaction:
All transactions entered in to with the 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 arms length 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. Related Party Transactions have been disclosed under the note 36 of the significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". A statement in summary form of transactions with related parties in the ordinary course of business and arm's length basis is periodically placed before the Audit Committee for review and recommendation to the Board for their approval.
As required under clause 49 of the listing agreement, the Company has not formulated a policy on dealing with Related Party Transaction, but as such the transaction to be entered into will be approved by the Board.
None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of the business and have no potential confilict with the interest of the Company at large and are carried out on an arm's length basis or fair value.
Details of non compliance by the company, penalties and strictures imposed on the Company by Stock Exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year:
The Company has complied with all requirements of the listing agreement entered into with the Stock Exchanges as well as the regulations and guidelines of SEBI. Consequently there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non compliance of any matter related to the capital markets during the last three years. However, in case of non compliance of Minimum Public Shareholding the Compliance was made in August 2014 and the adjudication proceedings under this matter for delayed compliance is pending with SEBI.
Whistle Blower Policy:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the listing agreement, the Company has formulated Whistle Blower Policy vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violations of Company's code of conduct. The mechanism provides for adequate safeguards against victimisation of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.
Disclosure of Accounting Treatment:
In preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies, which are consistently applied, are set out in the notes to the Financial Statement.
The Company has framed Risk Management Policy. Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board.
Adoption of non-mandatory requirements of Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.
VIII. SHAREHOLDER INFORMATION
Annual General Meeting for the year 2014-15
Day & Time : 30/09/2015 at 2:30 p.m.
Venue : Registered Office : Plot No.2, GIDC Estate, Palej, Dist.- Bharuch
Book Closure Date: 24/09/2015 to 30/09/2015 (both days are inclusive)
Cut off / Record Date : 23/09/2015
Tentative Calendar for Financial year ending on March 31, 2016
Audited Annual Results for the year ended March 31, 2015. On 28th May, 2015
Unaudited First Quarter Results On 13th August, 2015
Unaudited Second Quarter Results By 14th November, 2015
Unaudited Third Quarter Results By 14th February, 2016
Audited Annual Results By 30th May, 2016
Demateralisation of Shares & Liquidity
95.79 % of the equity shares of the Company have been dematerlized (NSDL - 89.12 % and CDSL - 6.67 %) as on 31st March, 2015. The Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), whereby shareholders have an option to dematerlise their shares with either of the Depositories.
Reconciliation of Share Capital Audit Report
As stipulated by SEBI, a qualified practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Services (India) Limited and total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchange(s) where the shares of the Company are listed. The audit confirms the total listed and paid up capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL & CDSL) and total number of shares in physical form.
Details of the Directors seeking appointment / reappointment at the forthcoming Annual Genera Meeting
IX. MEANS OF COMMUNICATION
> The quarterly financial results of the Company are forwarded to the Stock Exchanges immediately on approval by the Board of Directors and are also published in widely circulated national English Daily and local Gujarati Daily.
0 The financial results and official news releases are also displayed on the Company's website www.steelcogujarat.com .
0 Management Discussion and Analysis forms part of the Annual Report.
0 Registrar and Share Transfer Agent :
Share Transfer and all other Investor's/Shareholder's related activities are attended and processed by our Registrars and Transfer Agent (RTA). For lodgment of transfer deeds and any other documents or for any grievances/complaints, kindly contact our Registrar and Transfer Agent at following address:
M/s. LINK INTIME INDIA PVT. LTD.,
(Unit: Steelco Gujarat Limited),
B-102 & 103, Shangrila Complex, First Floor,
Opp. HDFC Bank, Near Radhakrishna Char Rasta Akota, Vadodara - 390020.
Telephone No: 0265-2356573, 2356794
Fax : 0265-2356791,
E-mail ID: email@example.com
In compliance with listing agreement executed with the Stock Exchanges, the Company has obtained the certificate regarding compliance of conditions of Corporate Governance from M/s. Devesh Vimal & Company, Practising Company Secretaries, Vadodara, which appears as a part of the Annual Report of the Company.
Shareholder's correspondence should be addressed to the Company's RTA at the address mentioned above. The Shareholders having securities in a dematerialized form should give instructions relating to change of address, nomination and / or power of attorney executed by the Shareholders directly to their respective Depository Participant(s). Alternatively shareholders may contact us at following email address: firstname.lastname@example.org
XI. DECLARATION REGARDING COMPLIANCE BY BOARD MEMEBRS AND SENIOR MANAGERIAL PERSONNEL WITH COMPANY'S CODE OF CONDUCT PURSUANT TO REVISED CLAUSE 49 OF THE LISTING AGREEMENT:
This is to confirm that all Board Members and Senior Management Personnel of the Company have complied with the code of conduct for Directors & Senior Managerial Personnel (i.e. D & S Code) during the year ended on 31st March, 2015.
XII. In terms of the Clause 49 of the Listing Agreement, the certification by Chief Financial Officer and Managing Director of the Company on the financial statements and internal control relating to financial reporting, have been obtained by the Board of Directors.
XIII. Address for correspondence:
Steelco Gujarat Limited, Plot No.2, GIDC Estate, Palej, Dist. Bharuch, Gujarat.
As per requirement of the Clause 47(f) of the Listing Agreement with Stock Exchanges, the Company has created a dedicated email ID email@example.com exclusively for the purpose of registering complaints of the investors and is prominently displayed on the Company's website www.steelcogujarat.com .
For and on behalf of the Board of Directors
For Steelco Gujarat Limited
Dr. R. S. Mamak
Executive Vice Chairman
Place : Mumbai
Date : 13th August, 2015