REPORT ON CORPORATE GOVERNANCE
1. Corporate Governance Philosophy
The company is committed to good Corporate Governance. The Company fully realizes the rights of its shareholders to information on the performance of the Company and considers itself a trustee of its shareholders. The Company provides detailed information on various issues concerning the Company's business and financial performance, to its shareholders. The basic philosophy of Corporate Governance in the Company is to achieve the business excellence and dedicate itself for increasing long term shareholder value, keeping in view the needs and interests of its stakeholders. The Company is committed to transparency in all its dealings and places emphasis on business ethics. This chapter constitutes your Company's compliance with Clause 49 of the Listing Agreement.
2. Board of Directors
a. Composition and Category of Directors as on 31st March, 2015
The Board consist of 12 Directors as on 31st March, 2015. The composition of the Board is in conformity with Clause 49 of the listing agreement. The day to day management of the company was carried by 3 Executive - Non Independent Directors. Chairman is an Executive Director and the number of Independent Non-Executive Directors on the Board is equal to 50% of the Board strength at any point of time. All Independent Non-Executive Directors possess the requisite qualification and are very experienced in their respective fields and further comply with the legal requirements for being "independent'. Neither Independent Directors nor their relatives do not have any pecuniary relationships or transactions either with the Company or its associate or with the promoters/management that may affect their judgment in any manner. The non-executive independent directors of the Company satisfied the definition of independent directors under Clause 49 II (B)(1) of the Listing Agreement. The Composition of the Directors on the Board, are summarized as below
Audit Committee i. Terms of Reference
The Audit Committee is responsible for overseeing of the company's financial reporting process, reviewing the quarterly/half-yearly/ annual financial statements, reviewing with the management on the financial statements and adequacy of internal audit function, recommending the appointment / re-appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings / related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operation. Matters to be included in Director's Responsibility Statement form part of the Board Report, compliance with listing and other legal requirements relating to financial statements, scrutiny of inter-corporate loans and investments, valuation of undertaking or assets of the company. The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company. The Committee discussed with the external auditors their audit methodology, audit planning and significant observations / suggestions made by them. TheCommittee also discussed major issues related to risk management and compliances and review the functioning of Whistle Blower mechanism.
In addition, the Committee has discharged such other role/function as envisaged under clause 49-III of the Listing Agreement of the Stock Exchanges and the provisions of Section 177 of the Companies Act, 2013.
ii. Composition / Category / name of members and chairperson
Inducted on 30th May, 2014 by re-constitution of Committee. All the members except Sh. Mukesh Tripathi have extensive financial and accounting knowledge and background. The terms of reference of the Audit Committee are in line with Clause 49 III ( C), (D) and (E) of the Listing Agreement with the stock exchanges and Section 177 of the Companies Act, 2013. The quorum for the Committee is two independent members. The Audit Committee meetings were attended by the heads of Finance and Internal Audit and the Auditors (including Cost Auditors) as invitees. The members held discussions with the Auditors during the meetings and the Committee reviewed the periodic unaudited and audited results of the company before being considered and approved by the Board of Directors. Sh. B.B. Singal, VP & Company Secretary, acts as the secretary to the Committee.
iii. No. of Audit Committee Meetings and dates on which held / Attendance at Meetings.
During the last financial year Audit Committee meetings were held on 29th May, 2014 ; 11th August, 2014 ; 14th November, 2014 and 13th February, 2015. The names along with categories of the members and the attendance of members at the meeting was as follows :
Nomination and Remuneration Committee
i. Terms of Reference
The Nomination and Remuneration Committee is responsible for
• Appointment of the directors and key managerial personnel of the Company and
• Fixation of the remuneration of the directors, key managerial personnel (KMP's) and one level below the KMPs.
In addition, the Committee has discharged such other role/function as envisaged under clause 49-IV of the Listing Agreement of the Stock Exchanges and the provisions of Section 178 of the Companies Act, 2013
iii. Attendance at the Meetings
iv. Remuneration Policy
Remuneration Policy as framed by the Committee and approved by the Board keeping in view the provisions of
Section 178 of the Companies Act, 2013 and Clause 49-IV of the Listing Agreement becomes effective from 1st October, 2014. The policy inter alia provides for the following :
a. attract, recruit and retain good and exceptional talent
b. list down the criteria for determining the qualifications, positive attributes and independence of the directors of the Company;
c. ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven , motivates them, recognizes their merits and achievements and promotes excellence in their performance;
d. ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective , excellence in their performance;
e. fulfill the Company's objectives and goals, including in relation to good corporate governance , transparency and sustained long term value creation for its stakeholders.
1. The Committee shall carry out evaluation of performance of every Director, KMP Senior Management Personnel, and Functional Heads.
2. The Committee shall consider the following factors when reviewing a potential candidate for Board/ KMP/ Senior Management/ Functional Head:
a. The skills, relevant experience, expertise and personal qualities that will best complement the position;
b. Potential conflicts of interest, and independence;
c. Detailed background information and performance track record;
d. the ability to exercise sound business judgment;
e. availability to attend Board and Committee meetings; and
f. appropriate experience and/or professional qualifications.
The Nomination and Remuneration Committee Chairman Sh. K K Narula was present in the Annual General Meeting of the Company held on 5th September, 2014.
INDEPENDENT DIRECTORS MEETING:
During the year under review, the Independent Directors met on December, 12, 2014
Based on the report and recommendations of the Nomination and Remuneration Committee (NRC Committee), in regard to performance evaluation of Non-Independent Directors including the Chairman and the Boards Performance as a whole and Board Committees performance, the Independent directors at its meeting inter alia discuss and review :
• Evaluation of the Performance of the Non - Independent Directors and the Board as a Whole.
• Evaluation of the Performance of the Chairman of the Company taking into account the views of Executives and Non-Executive Directors.
• 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 the meeting except Sh. Utpal Kumar Mukhopadhyay who obtain leave of absence on medical grounds, as he underwent Surgical Operation during that period.
As per the provisions of Section 178 of the Companies Act, 2013 and Clause VII & VIII of Schedule IV of the Act and Clause 49-IV of the Listing Agreement, based on the performance evaluation report submitted by the Nomination and Remuneration committee and by Independent Directors respectively, 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 Committee, Stakeholder's Relationship Committee , Corporate Social Responsibility Committee and other Compliance Committees and the performance of Independent directors accordingly.
v. Details of Remuneration to all Directors
a. Pecuniary Relationships:
None of the Non Executive Directors of your Company have any pecuniary relationship or transactions with the Company except for sitting fees paid to them for attending Board meetings or Committee meetings thereof.
Period of Contract (Sh. J.P.Agarwal) : 5 years from 1st January, 2012 (i.e. upto 31st December 2016)
Period of Contract (Sh. Raju Bista) : 5 years from 18th June, 2014 (i.e. upto 17th June 2019)
Period of Contract (Sh. Utkarsh Dwivedi) : 5 years from 5th February, 2013 (i.e. upto 4h February 2018)
The Company has not issued Stock options (ESOPs) to any of its Directors.
Number of Shares held by Non Executive Directors: NIL
5. Stakeholder's Grievance Committee
i. Composition / name of members and chairperson
The Committee headed by Shri K K Narula (Non-executive - Independent Director) has the mandate to review and redress shareholder grievances. The Committee met 4 times during the year on 25.04.2014, 29.07.2014, 11.10.2014 and 20.01.2015, and the attendance of Members at the Meeting was as follows:
i) The senior management has made disclosures to the board relating to all material financial and commercial transactions. There are no materially significant related party transactions that may have potential conflict with the interest of the company at large. The Company has formulated a policy on dealing with the Related Party transactions for determining the Material Related Party Transactions and necessary approval of the audit committee and the Board of Directors were taken whenever required in accordance with the policy. The details of Related Party Transaction Policy are disseminated in the website at the following link <http://www.surya.co.in/2015/downloads/RPT-Policy.pdf>
ii) The Company has complied with all applicable requirements prescribed by the regulatory and statutory authorities including Stock Exchanges and SEBI during the preceding three financial years on all matters related to capital market and no penalties / strictures in this respect have been imposed on the Company.
iii) Personnel of the Company have direct access to the management as the company has established Whistle Blower Mechanism for directors and employees to report concerns about unethical be haviour , actual fraud or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy was duly posted on the Website of the Company.
iv) The Company has complied with all mandatory requirements.
i. AGM : Date and Time - 11.09.2015 at 11:00 a.m.
Venue - Prakash Nagar, Sankhol, Bahadurgarh, Haryana – 124 507.
ii. Financial Year - 1st April to 31st March
iii. Book closure Date - 25. 08.2015 – 28. 08.2015 (both days inclusive)
iv. Dividend payment date - 18th September, 2015
v. Listing on Stock Exchanges - The securities of the company were listed on the following Stock Exchanges during the financial year 2014-15:
The Stock Exchange, Mumbai The National Stock Exchange of India Ltd.
Rotunda Building, Dalal Street, Exchange Plaza, Bandra- Kurla Fort, Mumbai – 400 001. Complex, Bandra, Mumbai – 400 051.
Equity Shares- Symbol / Code
National Stock Exchange ; SURYAROSNI
Bombay Stock Exchange: 500336 (Dematerialised) 336 (Physical)
ISIN ; INE335A01012
(Common for both Physical and Electronic share registry)
MAS Services Limited T-34, 2nd Floor, Okhla Industrial Area, Phase - II , New Delhi - 110 020 Tel. : (011) 2638 7281/ 82 / 83 Fax : (011) 2638 7384 E-Mail : email@example.com
x. Share Transfer System
The Company's share transfers are handled by MAS Services Ltd., Registrar and Transfer Agents(RTA). The shares received in physical mode by the Company/RTA are transferred expeditiously provided the documents are complete and shares under transfer are not under dispute. Confirmation in respect of the request for dematerialisation of shares is sent to the respective depositories - National Securities Depository Limited / Central Depository Services (India) Limited within 15 days. None of the transfer was pending for more than a fortnight as on 31st March, 2015.
xii. Dematerialisation of Shares & Liquidity
: The company has obtained electronic connectivity with the National Securities Depository Ltd. (NSDL) and the Central Depository Services (India) Ltd. (CDSL) for demat facility (ISIN: INE335A01012). As on 31st March, 2015, 4,30,03,390 equity shares, being 98.11% of the company's total paid-up equity shares had been dematerialized.
The shares of the company are regularly traded at the NSE and BSE.
xiii. Outstanding GDRs /ADRs /Warrants or any Convertible instruments, conversion date & likely impact on equity : Nil
xiv. Plant Locations
Steel Division Prakash Nagar, Sankhol, BahadurgaTh, Haryana - 124 507.
Plot No.P-1 to P-20, Ghirongi Industrial Area Malanpur Dist. Bhind (M.P)
: 7 km Stone, Kashipur-Moradabad Road, Kashipur - 244 713 (Uttarakhand)
J-7,8 & 9, Malanpur Industrial Area, Malanpur, Distt.Bhind (M.P).
xv. Address for correspondence
: The VP & Company Secretary
Surya Roshni Limited Padma Tower -I, 5 Rajendra Place, New Delhi - 110 008. Tel. - (011) 47108000 Fax - (011) 25789560 E-Mail - firstname.lastname@example.org email@example.com