26 Apr 2017 | Livemint.com

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Tamilnadu Steel Tubes Ltd.

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Tamilnadu Steel Tubes Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE), the report containing the details of Corporate Governance systems and processes at Tamilnadu Steel Tubes Limited is as follow:

At Tamilnadu Steel Tubes Limited (TNT), Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximising stakeholders; value, be it shareholders, employees , suppliers, customers, investors, communities or policy makers.

This approach to value creation emanates from our belief that sound governance system, based on the relationship and trust, is integral in creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the six crore values of customer value, ownership mindset, respect, integrity, one team and Excellence.

1. STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance encompasses a set of system and practices to ensure that the company’s affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders’ aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mind set of the organisation. We are committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance focused have benefited from high quality products delivered at extremely competitive prices. Our employee satisfaction is reflected in the stability of our senior management, low attrition across various levels and substantially higher productivity.

At TNT, we achieve our ambition in a prudent and sustainable manner. TNT not only adheres to prescribed Corporate Governance practices as per Clause 49 of the Listing Agreement with the Stock Exchanges in India (Listing Agreement , but is also committed to sound Corporate Governance principles and practices. It constantly strives to adopt emerging best practices being followed worldwide. It is our endeavour to achieve higher standards and provide oversight and guidance to the management in strategy implementation, risk management and fulfillment of stated goals and objectives. We believe, Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. It is an upward-moving target that we collectively strive towards achieving. Our multiple initiatives towards maintaining the highest standards of governance are detailed in the following pages.

Appropriate Governance Structure with defined roles and responsibilities

The Company has put in place an internal governance structure with defined roles and responsibilities of every constitute of the system. The Company’s shareholders appoint the Board of Directors, which in turn governs the company. The Board has established six committees to discharge its responsibilities in an effective manner. TNT’s Company Secretary acts as the Secretary to all the committees of the Board constituted under the Companies Act, 1956 / Companies Act, 2013. The Managing Director (MD) provides overall direction and guidance to the Board. Concurrently, the MD is responsible for overall implementation. In the operations and the functioning of the company, the MD is assisted by One Executive Director and a core group of senior level executives.

Board Leadership

A majority of the Board, 5 out of 9, are independent Directors. At TNT, it is our belief that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.

Ethics/Governance Policies

At TNT, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

· Code of Conduct

· Code of Conduct for Prohibition of insider Trading

· Health, Safety and Environment & Women Staff Protection Policy

· Vigil Mechanism and Whistle Blower Policy

· Policy on Materiality of Related party transactions and on Dealing with Related Party Transactions

· Corporate Social Responsibility Policy

· Policy for Selection of Directors and determining Directors Independence

· Remuneration Policy for Directors, Key Managerial Personnel and other employees

· Policy for determining Material Subsidiaries

Audits and Internal checks and balances

M/s Abhay Jain & Co (FRN. 000008S), Chartered Accountants, Audit Firm, audit the accounts of the company. The Company has appointed Mr Gaurav Jain (M No.235410) Chartered Accountant, as an Internal Auditor. He himself with Audit Committee review the internal controls and operating system and procedures. A dedicated Legal Compliance cell ensures that the company conducts its business with high standards of legal, statutory and regulatory compliance. TNT has instituted a legal compliance programmed in conformity with the best international standards, supported by a robust online system that covers the Company’s manufacturing units. The purview of this system includes various statutes, suchas industrial and labor laws, taxation laws, Corporate and securities laws and health, safety and environment regulations.

At the heart our processes is the extensive use of technology. This ensures robustness and integrity of financial reporting and internal controls, allows optimal use and protection of assets, facilities accurate and timely compilation of financial statements and management reports and ensures compliance with statutory laws, regulations and company policies.

Managements initiatives for Control and Compliance

The Company has established the TNT management system as part of its transformation agenda.TNT Management system incorporates an integrated framework for managing risks and internal controls. The internal financial controls have been documented , embedded and digitalized in the business processes. Internal controls are regularly tested for design and operating effectiveness.

Best Corporate Governance practices

TNT maintains the highest standards of Corporate Governance. It is the Company’s constant endeavor to adopt the best Corporate Governance practices. Some of the best implemented global governance norms include the following :

§ The Company has a designated Lead Independent Director with a definite role

§ All securities related filings with Stock Exchanges and SEBI are reviewed every quarter by the Company’s Stakeholders’ Relationship Committee of Directors.

§ The Company has independent Board Committees for matters related to Corporate Governance and Stakeholders’ interface and nomination of Board members.

§ The Company’s internal audit is also conducted by independent auditors

§ The Company also undergoes quarterly secretarial audit conducted by an independent company secretary who is in whole-time practice. The quarterly secretarial audit reports are placed before the Board , is included in the Annual Report.

Risk Management Committee (RMC)

To have a better assessment of the business and functional risks and to monitor risk mitigation effectiveness based on risk evaluation , the concept of BRMC was introduced comprising senior management personnel in the said committee.

Social, Environmental and Economic Responsibilities

TNT is committed to create value for the nation and enhance the quality of life across the entire socio-economic spectrum . TNT believes that Corporate Social Responsibility extends beyond the ambit of business and should focus on a broad portfolio of assetshuman, physical and social.

Shareholders’ communications

The Board recognizes the importance of two-way communication with shareholders and giving a balanced report of results and progress and responding to questions and issues raised in a timely and consistent manner. TNT’s corporate website (www.tamilnadusteeltubesltd.com) has information for institutional and retail shareholders’ alike. Shareholders seeking information related to their shareholding may contact the company directly or through the Company’s Registrars and Transfer Agents details of which are available on the company’s website. TNT ensures that complaints and suggestions of its shareholders are responded to in a timely manner.

Role of the Company Secretary in overall Governance process

The Company Secretary plays a key role in ensuring that the Board (including committee’s thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and secretarial standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for governance matters.

Observance of the Secretarial Standard issued by the Institute of Company Secretaries of India

The Institute of Company Secretaries of India (ICSI) , one of the India’s premier professional bodies, has issued secretarial standards on Important aspects like Board meeting, General Meetings, Payment of Dividend, Maintenance of Registers and Records, Minutes of Meetings, Transmission of shares and Debentures, passing of the Resolution by Circulation, Affixing of Common Seal and Board’s Report .The Company is adhering to these standards as required under the Act..

2. BOARD OF DIRECTORS

Board Composition and category of Directors

Selection of Independent Directors

Considering the requirement of skill sets in the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company’s business and policy decisions are considered by the Human Resource, Nominations and Remuneration Committee, for appointment, as Independent Directors on the Board. The committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorship and Memberships held in various committees of other companies by such persons in accordance with the Company’s Policy for Selection of Directors and determining Directors independence. The Board considers the Committee’s recommendation, and takes appropriate decision. The Appointment letter of independent directors can be found at web- site of company www.tamilnadusteeltubes.com.

Familiarization Programs for Independent Directors.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on Business and performance updates of the company, global business environment, business strategy and risks involves. Detailed presentations on the Company’s business segments were made at the separate meetings of the independent Directors held during the year.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Site Visits to various plant locations are organized for the Directors to enable them to understand the operations of the company. Familiarization program of independent directors is disclosed in web address of company www.tamilnadusteeltubes.com.

Lead Independent Director

The company’s Board of Directors has designated Mr .M.J. Lakshmi Narasimha Rao, as the Lead Independent Director. The Lead Independent Directors’ role is as follows:

§ To preside over all meetings of Independent Directors

§ To ensure there is an adequate and timely flow of information to independent Directors

§ To liaise between the Managing Director, the Management and the Independent Directors

§ To, preside over meetings of the Board and shareholders when the Managing. Director is not present.

§ To, perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors

Meetings of Independent Directors

Due to the changing business scenario, applicability of Companies Act, 2013 and recent amendments as per of SEBI Act the role and responsibilities of Independent Directors have become crucial for the Governance and Management of the Company. The Company’s Independent Directors meet at least once in a year in financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the company’s affairs and put forth their views to the Lead Independent Directors. The Lead Independent Director takes appropriate steps to present Independent Directors’ views to the Managing Director. All the Independent Directors of the Company met on 26.03.2015 to discuss:

· The proper functioning of Management

· Auditor’s Independence

· Overview of adequate internal controls

· Director’s Independence & Director’s Interest etc.

CODE OF CONDUCT FOR SENIOR MANAGEMENT.

The Company has in place a comprehensive code of conduct (the code) applicable to all employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the company viz. customer value, Ownership mind set, respect , Integrity, one team and excellence.

A copy of the Code has been put in the website of Co. www.tamilnadusteeltubesltd.com The Code has been circulated to Directors and management personnel, and its compliance is affirmed by them annually.

BOARD MEEETINGS, BOARD COMMITTEE MEETINGS AND PROCEDURES

Institutionalized decision making process

The Board of Directors is the apex body constituted by shareholders for overseeing the company’s overall functioning. The Board provides and evaluates the Company’s strategic direction, management policies and their effectiveness, and ensures that shareholders’ long-term interest is being served.

The Board has constituted seven Committees viz.

1) Audit Committee,

2) Nominations and Remuneration Committee,

3) Corporate Social Responsibility and Governance Committee,

4) Stakeholders’ Relationship & Share Transfer Committee,

5) Health, Safety and Environmental

6) Women Staffs Protection Committee,

7) Risk Management Committee and

The Board is authorized to constitute additional functional Committees, from time to time, depending on business needs.

BROAD FUNCTIONS OF THE BOARD

The items / matters required to be placed before the Board, inter alia, include:

§ Annual operating plans of business and budgets including capital budgets and any updates

§ Quarterly results of the Company and its operating divisions or business segments

§ Company’s annual Financial Results, Financial Statements, Auditors Report and Board’s report

§ Minutes of meetings of the Audit Committee and other Committees of the Board

§ Show cause, demand, prosecution notices and penalty notices , which are materially important

§ Fatal or serious accidents, dangerous occurrences , and any material effluent or pollution problems

§ Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the Company

§ Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order, which may have passed strictures on the conduct of the Company or taken adverse view regarding another enterprise that have negative implication on the company

§ Transactions that involve substantial payment towards goodwill, brand equity or intellectual property

§ Significant labour problems and their proposed solutions. Any significant development in Human Resource / Industrial Relations front like implementa- tion of voluntarily Retirement Scheme ,etc

§ Sale of material nature exchange of investments, assets, which is not in normal course of business.

§ Quarterly details of foreign exchange exposures, and steps taken by manage- ment to limit risks of adverse exchange rate movement , if material

§ Non-compliance of any regulatory, statutory or listing requirements, and shareholders’ service, such as dividend non-payment, share transfers delay (if any) among other

§ Appointments , remuneration and resignation of Directors

§ Formation/ reconstitution of Board Committees

§ Terms of reference of Board Committees

§ Declaration of Independent Directors at the time of appointment/annually

§ Disclosure of Directors’ interest and their shareholding

§ Appointment or removal of the Key Managerial Personnel

§ Appointments of internal auditors and secretarial Auditors

§ Quarterly / Annual Secretarial Audit reports submitted by Secretarial Auditors

§ Quarterly summary of all long term borrowings made, bank guarantee issued and loans and investments made

§ Significant changes in accounting policies and internal controls

§ Takeover of a company or acquisition of a controlling or substantial stake in another company

§ Statement of significant transactions , related party transactions and arrangements entered by unlisted subsidiary companies Recommending appointment of and fixing of remuneration of the Auditors as recommended by the Audit Committee

· Internal Audit findings and External Audit Reports (through the Audit Committee)

· Status of business risk exposure, its management and related action plans

· Making of loans and investment of surplus funds

· Borrowing of monies, giving guarantee or providing security in respect of loans

· Brief on statutory developments, changes in government policies among others with impact thereof, Directors’ responsibilities arising out of any such developments

· Compliance Certificate certifying compliance with all laws as applicable to the company

· Reconciliation of Share Capital Audit Report under SEBI (Depositories and Participants) Regulations , 1996

The Chairman of the Board and Company Secretary, in consultation with other concerned members of the senior management, finalize the agenda for Board meetings

Recording minutes of proceedings at Board and Committee meetings

The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/Board Committee members for their comments. The minutes are entered in the minute’s book within 30 days from the conclusion of the meeting.

Board Evaluation

The nomination and Remuneration Committee of the Company approved a Evaluation policy during the year, which was adopted by the Board of directors. The policy provides for evaluation of the Board, the committees of the board and individual directors, including the Chairman of the board. The Policy provides that evaluation of the performance of the Board as whole, Board committees and Directors shall be carried out on an annual basis and the same will be facilitated by an independent consultant once in three years During the year, the first Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as whole, Board Committees and Directors. The exercise was led by the Non Executive chairman along with a Senior Independent Director of the Company. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgment.

The results of the Evaluation were shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the Evaluation, the Board and Committees have agreed on the action plan to improve on the identified parameters

3.COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance of the Company and have been duly constituted. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roes which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meeting of all Committees are placed before the Board for review.

Procedure at Committee Meetings

The Company’s guideline relating to the meetings are applicable to committee meetings as far as practicable. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its function. Minutes of proceedings of committee are circulated to the Directors and placed before Board meetings for noting. The following are the committees which are currently established by the Board.

A)AUDIT COMMITTEE

The Company’s Audit committee comprises four Independent Directors, the Composition is explained in the following table. All the members have relevant experience in financial matters.

The Committee’s composition meets with requirement of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure.  

Terms of Reference and other details of Board Committees Power of the Audit Committee

· To investigate any activity within the terms of reference

· To seek information from an employee

· To obtain outside legal or other professional advice

· To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of the Audit Committee, inter alia, includes the following:

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements is correct, sufficient and credible

· Recommending the appointing, remuneration and terms of appointment of statutory auditors including cost auditors of the company

· Approving payment to statutory auditors, including cost auditors, for any other service rendered by them

· Reviewing with the management, the annual financial statements and the auditor’s report thereon before submission to the Board for approval with particular regarding financial matter.

· Reviewing, with the management, the quarterly financial statements before submission to the Board for approval

· Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process

· Approval or any subsequent modification of transaction of the company with related parties

· Scrutiny of inter-corporate loans and investments

· Valuation of undertakings or assets of the company , wherever it is necessary

· Evaluation of internal financial controls and risk management systems

· Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems

· Formulating the scope, functioning, periodicity and methodology for conducting the internal audit

· 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

· Discussion with internal auditors of any significant findings and follow-up thereon

· 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 systems of a material nature and reporting the matter to the Board

· 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

· To review the functioning of the Vigil Mechanism and Whistle Blower mechanism

· Approval of appointment of the CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background, etc of the candidate

· Carrying out any other functions as is mentioned in the terms of reference of the Audit Committee

· Reviewing the following information :

Ø The Management Discussion and Analysis of financial condition and results of operations;

Ø Statements of significant related party transactions (as defined by the Audit Committee), submitted by management;

Ø Management letters/letters of internal control weakness issued by the statutory auditors;

Ø Internal audit reports relating to internal control weakness; and

Ø Reviewing the appointment, removal and terms of remuneration of the Chief Internal auditor / internal auditor(s).

Whistle Blower policy

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The Company has provided dedicated e-mail addresses: tnt.share@yahoo.in for reporting such concerns. Alternatively employees can also send written communications to the Company. The Whistle Blower Policy is available on the website of the Company: www.tamilnadusteeltubesltd.com

(b) NOMINATION & REMUNERATION COMMITTEE

In accordance with provisions of Section 178(1)of the Companies Act, 2013 and requirements of Clause 49 of Listing Agreement the Nomination and Remuneration Committee was duly constituted comprising of five Directors, all of whom are Nonexecutive Directors and all members are Independent .

Composition of the Committee

The Committee’s constitution and terms of reference are in compliance with provisions of the companies Act, 2013, Clause 49 of the Listing Agreement and securities and Exchange Board of India (Employee Stock Option Scheme And Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time

Terms of Reference of the Committee, inter alia, includes the following :

· To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal

· To carry out evaluation of every Director’s performance

· To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees

· To formulate the criteria for evaluation of Independent Directors and the Board

· To recommend/ review remuneration of the Managing Director(s) and whole –time Directors based on their performance and defined assessment criteria

· To administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Scheme including:

Ø The quantum of options to be granted under Employees’ Stock Option Scheme per employee and in aggregate;

Ø The conditions under which option vested in employees may lapse in case of termination of employment for misconduct;

Ø The exercise period within which the employee should exercise the option, and that option would lapse on failure to exercise the option within the exercise period;

Ø The specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;

Ø The right of an employee to exercise all options vested in him at one time or various points of time within the exercise period;

Ø The granting , vesting and exercising of options in case of employees who are on long leave; and

Ø The procedure for cashless exercise of options

· To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notifications, amendments or modification, as may be applicable;

· To perform such other functions as may be necessary or appropriate for the performance of its duties.

· The Company’s policies for selection of Directors and determing Director’s Independence and Remuneration policy are disclosed in the Director’s ANNEURE II -of the Company

Remuneration policy

The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as ANNEURE IV to the Directors’ Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors.

The Company’s remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

NOTE :

1. The Remuneration to Directors, KMPs and Sitting Fees to Independent Directors are furnished in “Annexure I : to Directors’ Report” (in MGT-9)

2. The details of Remuneration Policy and payment to KMPs/Directors are annexed in Board of Directors’ Report as “Annexure III: to Directors’ Report” During the year, the Company paid Rs.25,000/- as professional fees to Mr.Ramachandran, Advocate. There were no other pecuniary relationships or transactions of Non-Executive irectors vis-à-vis the Company. The Company has not granted any stock option to any of its Non-Executive Directors.

(c)STAKEHOLDERS’ RELATIONSHIP & SHARE TRANSFER COMMITTEE

In accordance with provisions of Section 178 (5) of Companies Act, 2013 and clause 49 of Listing Agreement, the erstwhile Investor Grievance Committee has been reconstituted as

Stakeholders Relationship Committee by the Board of Directors. The ‘Stakeholder’ Relationship, Grievance & Compliance 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.

This Committee’s composition and the terms of reference meet with the requirement of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

Terms of Reference of the Committee, inter alia, includes the following:

· Oversee and review all matters connected with the transfer of the Company’s securities

· Approve issue of the Company’s duplicate share / debenture certificates.

· Consider, resolve and monitor redressal of investors’ / shareholders’ / security holders’ grievances related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc.

· Oversee the performance of the Company’s Registrars and Transfer Agents.

· Recommend methods to upgrade the standard of services to investors.

· Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.

· Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable.

· Perform such other functions as may be necessary or appropriate for the performance of its duties.

Compliance Officer

Shri M.T.Elumalai, Director and Compliance Officer, is the Compliance Officer for complying with requirements of Securities Laws and Listing Agreements with Stock Exchanges and Mr Kamala Lochan Ray (Company Secretary), Chief Compliance Officer, verified all the compliances from time to time as directed by the Board. The dedicated e-mail id is: tnt.share@yahoo.in

Prohibition of Insider Trading

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading.

Investor Grievance Redressal

Mr Kamala Lochan Ray, Company Secretary is the chief compliance officer to verifying the Investor Grievances in quarterly basis.

(d) CORPORATE SOCIAL RESPONSIBILITY & GOVERNANCE COMMITTEE

In compliance with the provisions of Section 135, of the companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014. 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 practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary. The Board has also empowered the Committee to look into matters related to sustainability and overall governance The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013.

Terms of Reference of the Committee, inter alia, includes the following:

· To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under.

· To recommend the amount of expenditure to be incurred on the CSR activities.

· To monitor the implementation of the CSR Policy of the Company from time to time.

· To approve the Corporate Sustainability Reports and oversee the implementation of sustainability activities.

· To oversee the implementation of polices contained in the Business Responsibility Policy Manual and to make any changes / modifications, as may be required, from time to time and to review and recommend the Business Responsibility Reports (BRR) to the Board for its approval.

· To observe practices of Corporate Governance at all levels and to suggest remedial measures wherever necessary

· To ensure compliance with Corporate Governance norms prescribed under Listing Agreements with Stock Exchanges, the Companies Act and other statutes or any modification or re-enactment thereof.

· To advise the Board periodically with respect to significant developments in the law and practice of Corporate Governance and to make recommendations to the Board for appropriate revisions to the Company’s Corporate Governance Guidelines.

· To monitor the Company’s compliance with Corporate Governance Guidelines and applicable laws and regulations and make recommendations to the Board on all such matters and on any corrective action to be taken, as the Committee may deem appropriate.

· To review and assess the adequacy of the Company’s Corporate Governance Manual, Code of Conduct for Directors and Senior Management, Code of Ethics and other internal policies and guidelines and monitor that principles described therein are being incorporated into the Company’s culture and business practices.

· To formulate / approve codes and / or policies for better governance.

· To provide correct inputs to the media so as to preserve and protect the Company’s image and standing.

· To disseminate factually correct information to investors, institutions and the public at large.

· To establish oversight on important corporate communication on behalf of the Company with the assistance of consultants / advisors, if necessary.

· To ensure institution of standardized channels of internal communications across the Company to facilitate a high level of disciplined participation.

· To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.

e)HEALTH, SAFETY, ENVIRONMENTAL & WOMEN PROTECTION COMMITTEE COMMITTEE

The Health, Safety and Environment Committee is formed as per THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON AND REDRESSAL) ACT, 2013 and it is primarily responsible to monitor and ensure the highest standards of environmental, health and safety norms are maintained, and the Company’s operations are in compliance with applicable pollution and environmental laws across all locations. The Committee fulfils its responsibilities by reviewing the management of health, safety, environmental and social impacts of the Company’s various projects and operations

Terms of Reference of the Committee, inter alia, includes the following:

· Monitoring and ensuring the highest standards of environmental, health and safety norms

· Ensuring compliance with applicable pollution and environmental laws at the Company’s works / factories / locations by putting in place effective systems in this regard and reviewing the same periodically.

· Reviewing, as the Committee deems appropriate, the Company’s health, safety and environment related policy and making recommendations as necessary.

· Reviewing the Company’s performance on health, safety and environment related matters and suggesting improvements as the Committee may deem necessary

· Reviewing procedures and controls being followed at the Company’s various manufacturing facilities and plants for compliance with relevant statutory provisions

· Reviewing regularly and making recommendations about changes to the charter of the Committee

· Obtaining or performing an annual evaluation of the Committee’s performance and making appropriate recommendations

f) RISK MANAGEMENT COMMITTEE

The Risk Management Committee (RM Committee) was constituted by the Board on October 13, 2014 adhering to the requirements of the Companies Act, 2013 an Clause 49 of the Listing Agreement. The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’s constitution meets with the requirements of Clause 49 of the Listing Agreement

Role and Responsibilities of the Committee includes the following:

· Framing of Risk Management Plan and Policy

· Overseeing implementation of Risk Management Plan and Policy

· Monitoring of Risk Management Plan and Policy

· Validating the process of risk management

· Validating the procedure for Risk Minimization

· Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes

· Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed

· Performing such other functions as may be necessary or appropriate for the performance of its oversight function

6.DISCLOSURES:

Strictures and Penalties

No strictures or penalties have been imposed on the company by the Stock Exchanges or by the Security and Exchange Board of India (SEBI) or by any statutory authority or any matter related to capital markets during the last three years.

Annual Report: The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website (www.tamilnadusteeltubesltd.com).

Communiqué: The printed copy of the Managing Director’s speech is distributed to shareholders at Annual General Meetings. The document is also placed on the Company’s website (www.tamilnadusteeltubesltd.com) and sent to Stock Exchanges.

Corporate Filing and Dissemination System (CFDS):

The CFDS portal jointly owned, managed and maintained by BSE and Ahmadabad Stock Exchange is a single source to view information filed by listed companies. All disclosures and communications to BSE and NSE are filed electronically through the CFDS portal. In particular, the Company informs BSE and NSE all price sensitive matters or such other matters which in its opinion are material and of relevance to the members.

BSE Corporate Compliance & Listing Centre (the ’Listing Centre‘):

BSE’s Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Designated Exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing:

· For queries on Annual Report: (www.tamilnadusteeltubesltd.com).

· For queries in respect of shares in physical mode: www.tamilnadusteeltubesltd.com

Shareholders’ Feedback Survey: The Company had sent feedback forms seeking shareholders’ views on various matters relating to investor services and Annual Report 2013-14. The feedback received from shareholders was placed before the Stakeholders’ Relationship Committee.

7.GENERAL SHAREHOLDER INFORMATION

Company Registration Details

CORPORATE IDENTITY NUMBER : L 27110 TN1979PLC007887 ( C I N )

Name of the Company : TAMILNADU STEEL TUBES LTD,

Address : Regd. Office : Mercury Apts., 1st Floor, 65, Pantheon Road Egmore, CHENNAI – 600 008 Factory : B-10, Industrial Complex Maraimalai Nagar – 603 209 Kancheepuram Dist.

Financial Year : April 1st to March 31st

Financial Calendar (tentative)

Results for the quarter ending :

June 30, 2015 - Fourth week of July, 2015

Sep. 30, 2015 - Fourth week of Oct. 2015

Dec. 31, 2015 - Fourth week of Jan. 2016

Mar. 31, 2016 - Fourth week of May, 2016

Annual General Meeting

Day, Date, Time and Venue : Wednesday, 23.09. 2015 at 10.00 a.m. Rani Seethai Hall, 603, Anna Salai, Chennai – 600 002

Date of Book Closure : 16.09.2015 to 23.09.2015 (both days inclusive)

Listing on Stock Exchanges : 1. Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code : 513540

2. Ahmedabad Stock Exchange Limited

Global Depository Receipts (GDRs) : NIL

Overseas Depository : NIL

Domestic Custodian : NIL

Debt Securities : NIL

Payment of Listing Fees

Annual Listing Fee for the year 2015-16 has been paid by the Company to Bombay Stock Exchange Ltd. and Ahmedabad Stock Exchange Ltd

Registrars and Share Transfer Agents : M/s. Cameo Corporate Services Ltd Subramanian Building No.1, Club House Road Chennai – 600 002. Tel: 044-28460390 / 28460718 Email: investor@cameoindia.com Website: www.cameoindia.com

8. VOLUNTARY DISCLOSURE SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERS SHARE TRANSFER

Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days from the date of receipt, subject to documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission, etc. of the Company’s securities to the Managing Director and/or Company Secretary.

A summary of transfer/transmission of securities of the Company so approved by the Managing Director/Company Secretary is placed at every Board meeting / Stakeholders’ Relationship Committee. The Company obtains from a Company Secretary in Practice halfyearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.

Permanent Account Number

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee /s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

Subdivision of Shares

The Company had subdivided the face value of its Equity Shares frm 100 to 10 in 1999. The old shares having face value of 100 are no longer tradable on the stock Exchanges. Members holding share certificates of the face value of 100 are requested to send the certificates to the Share Department of the Company for exchange with shares of the face value of 10 each.

8. VOLUNTARY DISCLOSURE SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERS SHARE TRANSFER

Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days from the date of receipt, subject to documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission, etc. of the Company’s securities to the Managing Director and/or Company Secretary.

A summary of transfer/transmission of securities of the Company so approved by the Managing Director/Company Secretary is placed at every Board meeting / Stakeholders’ Relationship Committee. The Company obtains from a Company Secretary in Practice halfyearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.

Permanent Account Number

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee /s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

Subdivision of Shares

The Company had subdivided the face value of its Equity Shares frm 100 to 10 in 1999. The old shares having face value of 100 are no longer tradable on the stock Exchanges. Members holding share certificates of the face value of 100 are requested to send the certificates to the Share Department of the Company for exchange with shares of the face value of 10 each.

Liquidity

The Company’s Equity Shares are among the actively traded shares on the Bombay Stock Exchanges. TNT shares are among the actively traded shares in Bombay Stock Exchange, both in terms of the number of shares traded, as well as value.

Employee Stock Options

The Company has not introduced any Employee Stock Option Scheme.

COMPLIANCE CERTIFICATE OF THE AUDITORS

Certificate from the Company’s Auditors, M/s. Abhay Jain & Co., confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.