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Thapar Ispat Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT: 

COMPANIES PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance primarily involves transparency, full disclosure, independent monitoring the state of affairs and being fair to all stake holders. Your company, as a part has always believed in the concept of corporate governance involving transparency, independence, accountability, responsibility and fairness with a view to enhance stakeholders value. Towards this end, adequate steps have been taken to ensure that all mandatory provisions of the Corporate Governance as prescribed by the Securities and Exchange Board of India (SEBI) and applicable to the company through listing agreement, are complied with in its true spirit.

1. BOARD OF DIRECTORS

The business of the company is managed by the Board of Directors. The Board formulates the strategy and regularly views the performance of the company. The Board of Directors has composition with more than half of the directors being non- executive and independent directors. None of the Directors on the Board holds the office of director in more than 15 Companies or memberships in committees of the Board in more than 10 Committees or Chairmanship of more than 5 committees.

i. The total strength of the Board is four directors comprising one executive and three non-executive and independent directors as on 31st March 2009.

ii. During the year ended 30th June, 2012 twelve Board Meetings were held on; 

29.07.2011

08:08.2011

20.09.2011

20.10.2011

21.11:2011

01.12.2011

27.01.2012

24.02.2012

31.03.2012

23.04.2012

11.05.2012

30.06.2012 

Necessary information as mentioned in Annexure 1A to Clause 49 of the Listing Agreement has been placed before the Board for their consideration.

2. Audit Committee

Constitution of Committee as on 30.06.2012

Sh. Bhag Singh - Chairman (Independent non -executive director)

Sh. Abhay Pal Gupta _ Member (Independent non-executive director)

Sh. Tilak Raj Sharma _ Member (Independent non - executive director)

The "terms of reference" of the Audit Committee included the following:

i. Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees.

iii. Approval of payment to Statutory Auditors for any other services rendered by them.

iv. Reviewing with the management, the annual financial statements before submission to the Board for approval, with particular reference to

a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.

b) Change, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications, if any, in the draft audit report.

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

vi. Discussing with. Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

vii. Compliance with Stock Exchange and legal requirements concerning financial statements. 

viii. Reviewing the Company's financial and risk management policies. 

During the year ended 30th June, 2012 five meetings of the Audit Committee were held on the following dates: 

29.07.2011

20.10.2011

01.12.2011

27.01.2012

11.05.2012

3. Shareholders Grievance Committee

Constitution of Committee as on 30.06.2012

Sh. Bhag Singh (Chairman)

Sh. Tilak Raj Sharma (Member)

Sh. Abhay Pal Gupta (Member)

The Committee has been constituted to specifically redress the grievances of Shareholders and Investors pertaining to shares sent for transfer, non receipt of dividends, dematerialization and other allied matters.

No meeting of this Committee was held during the year ended on 30.06.2012.

4. Remuneration Committee

Constitution of Remuneration Committee as on 30.06.2012

Sh. Bhag Singh (Chairman)

Sh. Tilak Raj Sharma (Member)

Sh. Abhay Pal Gupta (Member)

A Remuneration Committee as per the guidelines set out in the Listing Agreement has been set up to review and recommend the payment of annual salaries, commission etc and other employment conditions for Executive Directors). During this financial year, no meeting of the committee was held: The power and role of the Remuneration Committee is as per guidelines set out in the listing agreement.

5. Disclosures

1. There was no material significant transaction with the director or the Management, their subsidiaries or relatives, etc. that have any potential conflict with the interest of the company at large. Being a sick industrial company the company was unable to clear its dues towards stock exchanges. However, the management is making necessary arrangements with the Stock Exchanges to under various schemes to clear out its dues.

2. (i) Mandatory Requirements

The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the Stock exchanges.

(ii) Non Mandatory Requirements

The Company has set up a Remuneration Committee of the Board of Directors, details of which have been provided in Item 4.

In compliance with the SEBI regulation on prevention of insider trading, the Company has prescribed a Code of Internal Procedures & Conduct for Prevention of Insider Trading. The code, inter alia, prohibits purchase/sale of shares of the Company by Directors/employees while in possession of unpublished price sensitive information in relation to the Company. 

6. Means of Communication 

The company's quarterly results, in the format prescribed by the Stock Exchanges, are approved and taken on record by the Board within the prescribed time frame and sent immediately to stock Exchanges on which the company's shares are listed.

7. General Shareholder Information:

i) 23rd Annual General Meeting

Date: 31st Dec., 2012

Time: 11.00 A.M.

Venue: Regd. Office, Dhandari Khurd, Phase-VII, Focal Point, Ludhiana.

ii) Financial Calendar (2012-2013): July 2012 to June 2013

Quarter Ended December, 2012: January, 2013 

Quarter Ended March, 2013: April, 2013

Quarter Ended June, 2013: July, 2013

iii) Dates of Book closure

Friday the 28th day of December, 2012 to Monday the 31st day of December, 2012

iv) Listing

The Delhi Stock Exchange Association Ltd

Bombay Stock Exchange Limited

The LDH Stock Exchange Association Ltd

Madras Stock Exchange

v) Stock Market Data

There has been no trading in the scrip during the financial year ended on 30th June, 2012.

vi) Registrar & Transfer Agent

The company has appointed M/s Skyline Financial Services Limited, New Delhi as Registrar & Transfer Agents.

vii) Address for Correspondence

Dhandari Khurd, Phase- VII, Focal Point, Ludhiana.

0161-2675339

0161-2675339

viii) Investor Service

The requests received by the company are attended to promptly and expeditiously. 

By order of the Board

For THAPAR ISPAT LIMITED 

(Damanjit Singh)

Executive Director

(Bhag Singh)

Director 

PLACE: LUDHIANA

DATED: 01/12/2012