25 Apr 2017 | Livemint.com

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Surana Industries Ltd.

BSE

  • 4.87 0.23 (4.96%)
  • Vol: 421926
  • BSE Code: 513597
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NSE

  • 4.80 0.00 (0%)
  • Vol: 144560
  • NSE Code: SURANAIND
  • PREV. CLOSE
    4.80
  • OPEN PRICE
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  • BID PRICE (QTY.)
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Surana Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

(Pursuant To Clause 49 of the Listing Agreement)

MANDATORY REQUIREMENTS

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is about commitment to values and ethical business conduct that evolved over a period of time. Your Company has set itself the objective of expanding its capacities and becoming globally competitive in its business. The basic philosophy of corporate governance in your company has been to achieve business excellence, to enhance shareholder value keeping in view the needs and interest of all its stakeholders. Surana Industries Limited believes that good governance stems from the culture and mindset of the organization and generates goodwill among business partners, customers, investors and earns respect from society at large. Your Company is committed to the principles of good governance.

The Company's policy is reflected by the values of transparency, professionalism and accountability. The Company constantly strives towards betterment of these aspects. The Company also endeavors to enhance long-term shareholder value. Your Company confirms the compliance of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd (BSE), National Stock Exchange of India Ltd (NSE).

We believe that it is our responsibility to adhere and enforce the principles of sound Corporate Governance with the objectives of transparency, professionalism and accountability, while facilitating effective management of the businesses and efficiency in operations.

2. BOARD OF DIRECTORS

2.1 APPOINTMENT AND TENURE

The Directors of the Company are appointed by Shareholders at General Meetings. All the Directors except the Nominee Director(s) and Independent Director(s) are subject to retirement by rotation and at every Annual General Meeting one third of such Directors as are liable to retire by rotation, if eligible, generally offer themselves for re-election, in accordance with the provisions of the Companies Act and that of the Articles of Association of the Company.

2.2 COMPOSITION OF THE BOARD

The Board of Directors of our Company comprises of Four Non-Executive, Two Nominee and One Executive Director. The Chairman of the Board is a Non- Executive Director and Two Non-Executive Directors are Independent Directors as per the criteria of independence stated in Clause 49 of the Listing Agreement. The optimum combination of Executive, Non-executive and Independent Directors ensures independence of the Board and separation of Board function of governance and management.

2.3 BOARD AND COMMITTEE MEETINGS AND PROCEDURES

The Board of Directors oversees the entire functioning and operations of the Company. They evaluate performance of the Company and provide direction and guidance to the Company for undertaking the business of the Company in accordance with its corporate goals and statutory requirements. They also give valuable advice, monitor the Management Policies and their effectiveness and ensure that the long term interests of the shareholders are served. The Managing Director is being assisted by Key Management Personnel, Senior Management Staff and Officers to ensure proper functioning of the Company in terms of set guidelines.

The Board has constituted other Committees viz Executive Committee, Borrowing Committee, Allotment Committee, Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Allotment Committee, Corporate Social Responsibility & Governance Committee, Risk Management Committee, Project Monitoring Committee and Management Committee. The Board constitutes additional functional committees from time to time depending upon the necessity. A minimum of four Board Meetings are held every year. At times more meetings are convened depending upon the requirements. Dates for the Board Meetings are decided well in advance. The Board/Committee meetings are conducted as per well defined procedures and systems. The information placed before the Board includes:

? Compliance with Statutory/Regulatory requirements and review of major legal issues.

? Quarterly/Half Yearly/Annual Financial Results of the Company.

? Noting of the proceedings of the Meeting of Audit Committee and other Committees of the Board and such other items as mentioned in Clause 49 of the Listing Agreement.

? Review of the Board Minutes of subsidiaries.

? Annual and Accounting Policies

? Monitoring of Performance

? Annual operating Plans

? Capital Budgets and updates on the same

? Detailed analysis of Steel Market Position and Economic Scenario

? Delegation of Authority and renewal thereof, etc.

2.4 DISTRIBUTION OF BOARD AGENDA PAPERS

Board Notes are circulated well advance in the devised agenda format. All material information is incorporated in the agenda notes so that there can be meaningful discussions in the Board Meetings.

2.5 MINUTES OF THE BOARD MEETINGS

The Board Meeting Minutes are recorded immediately after the Board Meetings are over and these are sent to the Directors in draft form for their approval. Any changes suggested by them in the draft are incorporated and then final minutes are prepared and signature of the Chairman is obtained.

2.6 FOLLOW UP OF DECISIONS TAKEN AT THE BOARD MEETINGS

The Company has an effective system of follow up of the decisions taken at the Board Meeting. An Action Taken Report is prepared and circulated to the Board in the next Meeting. The Company Secretary ensures the flow of necessary information and feedback from the Board to the respective departments. Observations made by the Board are sent to respective functional heads for follow up and implementation.

2.7 COMPLIANCE WITH STATUTORY REQUIREMENTS

At the time of preparation of agenda notes it is ensured that all the statutory requirements are complied with under Companies Act, SEBI Regulations and guidelines from other statutory bodies. The Company endeavors to comply voluntarily with Secretarial Standards prescribed by the Institute of Company Secretaries of India.

3. BOARD MEETINGS

Five Board Meetings were held during the financial year 2014-15. The maximum gap between any two meetings was less than 4 months as stipulated under Clause 49 of the Listing Agreement. The dates on which the said meetings held are as follows:

30th May 2014, 18th July 2014, 14th November 2014, 14th February 2015 and 26th March 2015.

Attendance of each Director at Board Meetings & Annual General Meeting of the Company held during the year and the number of Directorship(s) and Committee Chairmanships / Memberships held by them in other companies are given below:

* Represents directorship(s)/membership(s) of Audit and Stakeholders' Relationship Committee(s) in public limited companies governed by the Companies Act, 2013

** Shri. G.R. Surana ceased to be a Director with effect from April 29, 2015.

*** Shri. S. Babu has been inducted as an Independent Director of the company on May 15, 2015

**** Shri. Biju George has been inducted as a Nominee Director with effect from 6th September 2014 representing M/s. IDBI Ltd.

***** Shri. V. Subramanian has been inducted as a Nominee Director with effect from 18th July 2014 representing M/s. IFCI Ltd.

# Shri. B. Samal ceased to be a Director with effect from 25th September, 2014.

^ Dr. S.K. Gupta ceased to be a Director with effect from 14th October, 2014.

@ Shri. B.S. Patil ceased to be a Director with effect from 1st December, 2014. & Shri. G.A. Tadas ceased to be a Nominee Director with effect from 6th September 2014.

$ Smt. Usha ceased to be a Nominee Director with effect from 18th July 2014.

% Shri. V. Aranganathan ceased to be a Director with effect from 31st May 2014.

The Board has been provided with all material and substantial information that facilitates them for imparting significant decisions while discharging its duties as trustees of shareholders.

4. CODE OF CONDUCT

A declaration signed by the Managing Director, stating that all Directors and senior management personnel of the Company have affirmed compliance with the code of conduct of the Company is enclosed at the end of the report. The code of conduct is available on the website of the Company www.suranaind.com

5. PREVENTION OF INSIDER TRADING

Pursuant to the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, our Company has adopted a Code of Conduct for prevention of Insider Trading. This Code is applicable to all Board members/officers/designated employees. The objective of this code is to prevent purchase and/or sale of shares of the Company by an insider on the basis of unpublished price sensitive information.

6. SECRETARIAL STANDARDS RELATING TO BOARD MEETINGS & COMMITTEE MEETINGS

The Secretarial and the operating practices generally followed by our Company are in line with the Standards on Secretarial practice relating to meetings of the Board and Commit tees stipulated by The Institute of Company Secretaries of India even if such laid down standards are recommendatory in nature.

7. AUDIT COMMITTEE

7.1 COMPOSITION, NAMES OF MEMBERS AND CHAIRMAN

The Audit Committee has been reconstituted on May 15, 2015 which comprises of Shri. Babu Srinivasan, Shri. K.N. Prithviraj and Shri. Krishna Udupa out of which two are Non-Executive Independent Directors of the Company with Shri. Babu Srinivasan, as its Chairman. The Company Secretary acts as Secretary of the Committee.

7.3 BRIEF DESCRIPTION OF TERMS OF REFERENCE

The Terms of Reference of Audit Committee cover the matters specified for Audit Committee under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.

The Brief Terms of Reference are:

The Audit Committee acts as a link between the Internal and Statutory Auditors and the Board of Directors.

The Committee provides the Board with additional assurance as to the adequacy of the Company's internal control systems and financial disclosures.

The broad terms of reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and to review with the Management and/or Internal Auditors and/or Statutory Auditors in the following areas:

i) Overview of the Company's financial re porting process and financial information disclosures;

ii) Review with the Management, the annual and quarterly financial statements before submission to the Board;

iii) Review with the Management, the Internal and External Audit Reports and the adequacy of internal control systems;

iv) Review the adequacy and effectiveness of accounting and financial controls of the Company, compliance with the Company's policies and applicable laws and regulations;

v) Recommending the appointment and removal of External Auditors and fixation of audit terms;

vi) Review of utilization of proceeds raised from Public/Rights issues.

8. NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Remuneration Committee" as "Nomination and Remuneration Committee" in the Board Meeting held on 14th November 2014.

The Nomination and Remuneration Committee of our Company has been constituted to recommend to the Board the appointment/reappointment of the Executive and Non-Executive Directors, Key Managerial Personnel and other Senior Management personnel, the induction of Board members into various committees and suggest revision in total remuneration package of the Executive Director(s)keeping in view the prevailing statutory guidelines. The Committee has also been empowered to review/recommend the periodic increments, if any, in salary and annual incentive of the Executive Director(s).

This Committee comprises of Two Independent Directors and One Non-Executive Director, which was re-constituted on May 15, 2015 comprising of Shri. S. Babu Srinivasan, Chairman, Shri. K.N. Prithviraj and Shri. Krishna Udupa, as Members of the Committee. The Company Secretary acts as Secretary of the Committee.

9. REMUNERATION TO DIRECTORS

Due to the heavy losses incurred by the Company, the Promoter Directors viz. Shri. G.R. Surana, Executive Chairman & Shri.Dineshchand Surana, Managing Director, have waived their salary for the financial year 2014-15.

The Remuneration paid/payable to the Executive Directors for the year ended 31st March 2015 is as follows:

Includes sitting fee paid for attending Committee Meetings.

The sitting fee payable to Non Executive Directors for attending the Board and Committee Meetings has been fixed at Rs. 20,000/- and Rs. 2,500/- respectively.

11. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee is functioning to look into Redressal of Investor/ Shareholders complaints expeditiously. The Stakeholders' Relationship Committee is primarily responsible to review all matters connected with the Company's transfer of securities and Redressal of shareholders/investors/ security holders' complaints. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading.

The Stakeholders' Relationship Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

The Stakeholder's Relationship Committee Comprises of Shri. K.N. Prithviraj as Chairman, Shri.Dineshchand Surana and Shri. Krishna Udupa, as members. The Company Secretary acts as the Secretary of the Committee. The Committee met five times during the financial year 2014-15 on 10th November 2014, 19th November 2014, 1st December 2014, 27th January 2015 and 15th March 2015.

During the year, the Company received 2 Complaints mostly pertaining to non-receipt of annual reports etc., all of these complaints have been dealt with satisfactorily and there were no complaints pending as on 31st March, 2015.

12. CORPORATE SOCIAL RESPONSIBILITY& GOVERNANCE COMMITTEE

In compliance with the provisions of Section 135 of the Companies Act, 2013 the board has constituted a Corporate Social Responsibility& Governance (CSR&G) Committee to review the existing CSR policy. The Board also empowered the Committee to look into matters related to sustainability and overall governance. The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of 'corporate social responsibility policy', observe best practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

The Corporate Social Responsibility & Governance Committee Comprises of Shri. K.N. Prithviraj as Chairman, Shri.Krishna Udupa and Shri.Dineshchand Surana as members. The Company Secretary acts as the Secretary of the Committee.

13. RISK MANAGEMENT COMMITTEE- (CONSTITUTED IN NOVEMBER 2014)

In compliance with the provisions of Listing Agreement, the Board has constituted Risk Management Committee.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The Risk Management Committee Comprises of Shri. Dineshchand Surana, Chairman, Shri. Krishna Udupa, Shri. Babu Srinivasan, Shri. Anil Gupta and Shri.D. Hem Senthil Raj as members. The Committee met 2 occasions during the year on 14th November 2014 and 14th February 2015.

14. SHARE TRANSFER AND TRANSMISSION COMMITTEE

The Share Transfer and Transmission Committee oversees and reviews all matters connected with transfers, transmissions, transpositions, splitting, consolidation of shares, demat and remat requests.

The Share Transfer and Transmission Committee were reconstituted on May 22, 2015 which comprises of Shri. Dineshchand Surana, Managing Director as Chairman and Shri.Krishna Udupa, Non-Executive Director as Member.

15. EXECUTIVE COMMITTEE

The Executive Committee oversees the implementation of the Group's strategic initiatives which are set by the Board and also to oversee the day to day operations and general decision making powers to be made from time to time. It is led by Shri. Dineshchand Surana as Chairman, Shri. Krishna Udupa, Shri. Babu Srinivasan and Shri. Anil Gupta as Members.

16. BORROWING COMMITTEE

The Borrowing Committee oversees the borrowing from time to time, any sums of monies which together with the monies already borrowed by the company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business). It is led by Shri. Dineshchand Surana as Chairman, Shri. Krishna Udupa, Shri. Babu Srinivasan and Shri. Anil Gupta as Members.

17. INDEPENDENT DIRECTORS' MEETING

During the year, the Independent Directors met on November 14, 2014 inter alia, to discuss:

a) Evaluation of the performance of Non In dependent Directors and the Board of Directors as a whole;  

b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

c) 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.

17.1. FAMILIARIZATION PROGRAMME / INDUCTION TRAINING

The Familiarization Programme (''the Programme") for Independent Directors of the Company familiarizes their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

The Company circulates news and articles related to the industry on a regular basis and may provide specific regulatory updates and provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service, markets, organisation structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Company further follows a system of 'Orientation Programme' for any new Director who joins the Company's Board. The concerned Director is taken through an orientation process, which includes detailed presentation of the process and business of the Company, meeting with unit level and Senior Management team.

The information / details about the Company from its date of incorporation, its growth, corporate actions, corporate acquisitions etc to understand better the operational activities are presented to the newly inducted Board members.

18. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

CRITERIA OF SELECTION OF NON EXECUTIVE DIRECTORS

a. The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

b. In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

d. The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

i. Qualification, expertise and experience of the Directors in their respective fields;

ii. Personal, Professional or business standing;

iii. Diversity of the Board.

e. In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

19. REMUNERATION

The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings as detailed hereunder:

i. A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits as prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;

ii. A Non Executive Director will also be entitled to receive commission if any on an annual basis, of such sum as may be approved by the Board on the recommendation of the N&R Committee;

iii. The N&R Committee may recommend to the Board, the payment of commission on uniform basis, to reinforce the principles of collective responsibility of the Board.

iv. The N&R Committee may recommend a higher commission for the Chairman of the Board of Directors, taking into consideration his overall responsibility;

v. In determining the quantum of commission payable to the Directors, the N&R Committee shall make its recommendation after taking into consideration the overall performance of the Company and the onerous responsibilities required to be shouldered by the Director.

vi. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company.

19.1 REMUNERATION POLICY FOR THE SENIOR MANAGEMENT EMPLOYEES

I. In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the N&R Committee shall ensure / consider the following:

i. the relationship of remuneration and performance benchmark is clear;

ii. the balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;

iii. the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;

iv. the remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company's performance vis-à-vis the annual budget achievement, individuals performance vis-à-vis KRAs/ KPIs, industry benchmark and current compensation trends in the market.

II. The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the N & R Committee for its review and approval.

19.2 PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

Performance evaluation is done after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance specific duties, obligations and governance. Directors including the Chairman of the Board are evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The Directors expressed their satisfaction with the evaluation process.

22. DISCLOSURES

There were no materially significant related party transactions during the year having conflict with the interests of the Company

There has been no non-compliance by the Company or penalty or stricture imposed on the Company by the Stock Exchange or any statutory authority, on any matter related to capital markets, during the last three years except SEBI had imposed a penalty to a tune of Rs. 10 Lakhs vide its Adjudication order dated September 26, 2014 which was received by the company on October 3, 2014.

FACTS OF THE CASE:

It was held that SIL had allegedly not intimated the decision with regard to the preferential issue taken in the Board Meeting dated January 18, 2010 within 15 minutes of the closure of the meeting and also delayed dissemination of price sensitive information to the stock exchanges on an urgent basis. It was also revealed that SIL withdrew the proposed preferential allotment on two occasions citing reasons which in fact existed at the time of making the corporate announcement regarding those preferential allotments and hence it had no intention to proceed with the preferential issues.

ORDER:

After taking into consideration all the facts and circumstances of the case, the Adjudicating Officer had imposed a monetary penalty on the Company and its Directors jointly or severally as detailed below:

1) 5 Lakhs in terms of section 15HA of SEBI Act.

2) 3 Lakhs in terms of section 15HB of SEBI Act.

3) 2 Lakhs in terms of section 23E of Securities  

Contract Regulation Act (SCRA) for violation of provisions of Clause 22(a) of Listing Agreement read with section 21 of SCRA.

The aforesaid penalty aggregating to Rs. 10 Lakhs to be paid in favour of "SEBI - Penalties Remittable to Government of India" within 45 days of receipt of this order.

ACTION TAKEN BY THE COMPANY

The Company had gone for an Appeal against the Adjudication Order and had filed the necessary memorandum of appeal (MOA) with the Securities Appellate Tribunal (SAT) on February 16, 2015. The SEBI had scheduled the first hearing on May 8, 2015, however the hearing was adjourned to July 14, 2015 by the Hon'ble Board. Meanwhile we had engaged a senior counsel to file the revised Memorandum of Appeal with SAT along with some more additional grounds stating all the relevant and material facts in support of our appeal to the Hon'ble Board in a more specific manner than the earlier application. And the management is confident that, the grounds of appeal are in favour of the company and our company will definitely succeed in this appeal. National Stock Exchange of India Limited and Bombay Stock Exchange Ltd had imposed a penalty of Rs. 50,000/- for non compliance with the provisions of Clause 49 of the Listing Agreement with respect to appointment of Woman Director on the Board of the Company.

The company has complied with all mandatory requirements. Adoptions of non-mandatory requirements are provided under item no.25 of this report.

23. DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT IN THE FORTHCOMING ANNUAL GENERAL MEETING (IN PURSUANCE OF CLAUSE 49 OF THE LISTING AGREEMENT)

The details are provided in the Explanatory Statement to the Notice of 24th AGM of the Company.

24. CEO/CFO CERTIFICATION

As required under Clause 49 of the Listing Agreement a certificate duly signed by Shri. Dineshchand Surana, Managing Director and Shri. Anil Gupta, Group CFO of the Company was placed at the meeting of the Board of Directors held on May 30, 2015.

25. MEANS OF COMMUNICATION

The quarterly, half yearly unaudited financial results and the annual audited financial results of the company are sent to the stock exchanges immediately after they are approved by the Board of Directors. The results are normally published in one English daily and one Tamil daily newspaper.

The official announcements are posted at BSE and NSE websites. The financial results and communications to investors are posted on the Company's website www.suranaind.com.

26. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis report is annexed.

27. NON MANDATORY REQUIREMENTS 27.1 NOMINATION & REMUNERATION COMMITTEE

The Board has constituted a Nomination & Remuneration Committee, which is composed of two independent Directors and one Non-executive Director. The Committee also discharges the duties and responsibilities as described under non-mandatory requirement of Clause 49. The details of the Committee and its powers have been discussed in this section of the Annual Report.

27.2 SHAREHOLDERS RIGHTS

The quarterly/annual results, after the Board of Directors takes them on record, are forthwith sent to the Stock Exchanges with whom the company has listed. The results, in the prescribed format, are published in One English daily and One Tamil daily newspaper.

27.3 AUDIT QUALIFICATION

The Auditors qualifications and the management's response to such qualifications and observations are covered in the Director Report.

27.4 WHISTLE BLOWER POLICY

The company has a Whistle Blower/Vigil Mechanism and framed a policy for the same to deal with the instance of fraud and mismanagement. The policy is stated elsewhere in the report. The Audit Committee has not received any complaints from its employees during the fiscal year 2015.

28. GENERAL SHAREHOLDERS INFORMATION

? REGISTERED OFFICE OF THE COMPANY

No. 29, II Floor, Whites Road, Royapettah, Chennai - 600 014 Tel : +91 44 28526336/5127 Fax: +91 44 28520713 E-mail: secretarial@suranaind.com

? FORTHCOMING ANNUAL GENERAL MEETING

10th August 2015 New Door No. 01, Ambedkar Nagar, GNT Road, Madhavaram, Chennai- 600 060.

? FINANCIAL YEAR : 1st April 2014 to 31st March 2015.

? BOOK CLOSURE DATES : From 31st July, 2015 to 10th August, 2015 (both days inclusive)

? DIVIDEND

Due to the continuing losses incurred by the Company, the Board of Directors has not recommended any dividend for the financial year 2014-15.

? UNCLAIMED DIVIDEND

Under the Transfer of Unclaimed Dividend Rules, it would not be possible to claim the dividend amount once deposited in Investors' Education and Protection Fund (IEPF). Shareholders are, therefore, again requested to claim their unpaid dividend, if not already claimed. Unclaimed and unpaid dividends are transferred to the Investor Education & Protection Fund of the Central Government. The Unpaid and unclaimed dividend balances for the year 2006-07 were duly transferred to the IEPF within the due dates. The details of Unpaid and unclaimed dividend balances are provided hereunder

INSTRUCTION TO SHAREHOLDERS

 SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM

Please notify the change in your address if any, to the Company's registrar M/s. Cameo Corporate Services Limited, immediately and not later than 31st July 2015 to enable them to forward the annual report(s) and notice(s) to your present address.

 SHAREHOLDERS HOLDING SHARES IN DEMAT FORM

If there is any change in your address kindly advice your DPs immediately about the change

? LISTING ON STOCK EXCHANGES AND STOCK CODE

Stock Exchange : National Stock Exchange of India Ltd,  Exchange Plaza, Bandra -Kurla Complex, Bandra (E), Mumbai 400 051  

Symbol: SURANAIND

Series: EQ

Stock Exchange : BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

Stock Code

Scrip Code: 513597

Scrip Id: SURANAIND

LISTING FEES

Annual Listing Fees for the year 2014-15 have been duly paid to all the stock exchanges where the  company's shares are listed. The listing fees for the financial year 2015-16 has also been paid with  all the stock exchanges within the due date.

? DEPOSITORIES CONNECTIVITY

Annual Custodial Fee for the financial year 2014-15 have been duly paid by the Company with both the depositories viz., NSDL and CDSL within the due date.

National Securities Depository Ltd. (NSDL)

Central Depository Services (India) Ltd. (CDSL)

ISIN: INE659D01019

? SHARE TRANSFER PROCESS

1. Cameo Corporate Services Ltd processes the physical transfers and other requests from the Shareholders.

2. The Board delegated the power to approve the transfers to the Share Transfer& Transmission Committee and the transfers are approved as and when necessary.

3. A Practising Company Secretary carries out the Reconciliation of Share Capital Audit, pertaining to the share transfers every six months and necessary certificate to that effect are issued and the same are filed with the Stock Exchanges on a quarterly basis.

4. As per SEBI's instructions, the Company's Shares can be sold through stock exchange only in dematerialized form.

The Contact details of Registrar and Share Transfer Agent:

M/s. Cameo Corporate Services Limited No.1, Club House Road, 5th Floor, Subramaniam Building, Chennai - 600 002 Tel: +91-44-28460390, Fax: +91-44-28460129

? DEMATERIALIZATION OF SHARES AS ON 31ST MARCH 2015

1. The Company entered into agreements with National Securities Depository Limited (NSDL),Mumbai and Central Depository Services (India) Limited (CDSL), Mumbai facilitating the Electronic Transfer through dematerialization of Company's Shares and holding shares in dematerialized form.

2. A qualified practicing Company Secretary carried out a Secretarial 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 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 dematerialized shares held with NSDL and CDSL.

3. As on 31st March 2015 4,36,00,911 equity shares constituting 97.94% of the total paid up capital of the company have been dematerialized. All the equity shares except the locked in shares if any are freely tradable.

? OUTSTANDING GDRS/ADRS etc.

The Company has not issued any GDR, ADR or any convertible instruments pending conversion or any other instrument likely to impact equity share capital of the company.

? LOCATION OF PLANTS

a) FACTORIES:

1. F-67, 68 & 69, SIPCOT Industrial Complex, Gummidipoondi, Chennai - 601201 2. Plot No. 231-234, Raichur Growth Centre, KIADB, Raichur District, Raichur - 584102. Karnataka. (Integrated Steel Complex)

? COMPLIANCE OFFICER

Shri. D. Hem Senthil Raj, Company Secretary, Surana Industries Limited No. 29, II Floor, Whites Road, Royapettah, Chennai - 600 014. Tel: +91 44 28526336/5127 Fax: +91 44 28520713 E-mail: secretarial@suranaind.com Website: www.suranaind.com

? REGISTRARS AND SHARE TRANSFER AGENTS

M/s Cameo Corporate Services Limited No.1, Club House Road, 5th Floor, Subramaniam Building, Chennai - 600 002 Tel: +91-44-28460390, Fax: +91-44-28460129.

For and on behalf of the Board

-Sd- Dineshchand Surana

Managing Director

(DIN: 0007032)  

Place: Chennai

Date: June 29, 2015