REPORT ON CORPORATE GOVERNANCE
The Board of Directors of your Company has taken adequate steps to adhere to all the compliances as laid down in the Clause 49 of the Listing Agreement with BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), the report containing the details of Corporate Governance, as stated here below:
1. THE COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
We, Uttam Galva Steels Limited, feel that the Corporate Governance is a process which enables the Company to operate in a systemic manner to meet its ethical, legal and business expectations and at the same time fulfill its social responsibilities. The core value of Corporate Governance lies in integrity, transparency, accountability, high degree of disclosures, emphasis on product quality, adopting best business practices.
2. BOARD OF DIRECTORS:
The Company believes that a diverse and Independent Board should be at the helm of affairs to ensure the highest levels of Corporate Governance. Accordingly, your Company has always had adequate competent Independent Directors. For effective discharge of its functions and proper deliberations, Board has constituted various committees.
i. Composition of the Board:
Your Company maintains optimum combination of Executive and Non-executive Independent directors with at least one woman director on the Board. As on 31st March, 2015 the Board consisted of 8 Directors with considerable experience in their respective fields. Of these 4 are Non- Executive Independent Directors including a Woman Director on the Board of the Company. Accordingly, the composition of the Board is in conformity with clause 49 of the listing Agreement entered into with the stock Exchanges
The Board of Directors of the Company met four times during the Financial Year 2014-15 on following dates: 1) 30.05.2014 2) 08.08.2014 3) 04.11.2014 4) 06.02.2015
iv. Disclosure of relationships between Directors:
Shri Rajinder Miglani - Non Executive Chairman of the Company is the Father of Shri Anuj R Miglani - Managing Director and Shri Ankit Miglani-Dy. Managing Director of the Company. Except for the abovementioned Directors, none of the other Directors are related to each other.
v. Disclosure for Independent Directors:
During the year under review, a separate Meeting of Independent directors was held on 6th February, 2015 and all independent directors were present in that meeting.
The Company had kept all Board members well informed about various provisions of New Companies Act, 2013 and all other acts applicable to the Company more particularly the duties and responsibilities of the Independent Directors and Board as a whole.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee (NRC) has laid down the criteria for performance evaluation of the Independent Directors which are as follows:
1. Attendance at Board Meetings and General Meetings
2. Participation in Board Meetings
3. Independence and candidness shown in Board Meetings.
4. Objectivity and constructiveness in expressing views.
5. Interaction with Executive Directors and Senior Management both during and outside Board Meetings.
6. Awareness of legal provisions regarding duties, responsibilities and obligations relating to the Company and shareholders.
7. Awareness about provisions relating to Corporate Governance, Risk Management, disclosure and legal Compliances.
8. Skills, experience and knowledge in their respective field.
9. Any other observation Directors wish to make in this regard.
3. AUDIT COMMITTEE:
i. Brief Description of Terms of Reference:
Your Company has constituted a well-qualified and independent Audit Committee in line with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013 and rules made thereunder. All the members of the Committee are Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc.
The terms of reference of the Audit Committee are as per the guidelines set out in the clause 49 of the listing agreement with the stock exchanges read with section 177 of the Companies Act, 2013, which inter alia includes overseeing the Company's financial reporting process, reviewing with the management the financial statements and the adequacy of the internal audit function, internal control and to discuss significant internal audit findings, statutory compliance and issues related to risk management and compliances.
ii. Composition, Name of Members & Chairperson:
Audit Committee comprises of three Independent Directors who are financially literate and possess sound knowledge of accounts, audit, finance etc.
The Director & Group CEO, Director (Finance) & Group CFO, the Internal Auditor and Statutory Auditors are Permanent invitees to the meetings of the Audit Committee.
Mr. S T Parikh Chairman of Audit Committee was present in the Annual General Meeting held on 23rd August, 2014 as per Clause 49(III)(A)(4).
The Operations Heads are invited to the Meetings, as and when required.
The Cost Auditors appointed by the Company under Section 148 of the Companies Act, 2013 attends the Audit Committee Meeting whenever cost Audit Report is discussed.
Shri R Agrawal, President & Company Secretary acts as the Secretary to the Audit Committee.
During the Financial Year 2014- 15, the Audit Committee met four times on following dates: 1) 30.05.2014 2) 08.08.2014 3) 04.11.2014 4) 06.02.2015
4.NOMINATION & REMUNERATION COMMITTEE
i. Brief Description of Terms of Reference:
Your Company has set up the Nomination & Remuneration Committee as prescribed under the Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. The terms of reference is to formulate the Company's policy on determining qualifications, Positive attributes and independence of directors, to formulate the criteria for evaluation of Independent Directors and also to approve the remuneration to Directors, Managerial personnel and other employees
Composition, Name of Members & Chairperson:
All the members of the Nomination & Remuneration Committee are Non-Executive Independent Directors. Composition of the said Committee of Directors and details of meetings attended by the Directors during the year under review
During the Financial Year 2014-15, the Nomination & Remuneration Committee met two times on the following dates: 1) 30.05.2014 2) 04.11.2014
To determine the remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Executives of the Company, a Remuneration Policy has been framed by the Nomination & Remuneration Committee and approved by the Board with the following objectives
> To ensure that Whole Time Directors, Key Managerial Personnel and Senior executives of high caliber are being attracted and retained and are sufficiently compensated for their performance.
> The Policy seeks to provide criteria for determining qualifications and positive attributes of the employees.
> Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down in the Policy
> Evaluate the performance of the Whole time Directors, Key Managerial Personnel and Senior executives.
> To recommend to the Board on Remuneration payable to the Whole time Directors, Key Managerial Personnel and Senior Executives.
> 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 Whole time Directors, Key Managerial Personnel and Senior Executives.
v. Details of Remuneration to all the Directors:
The details of the remuneration paid to all the Directors are broadly given in point no. (VI) of the Form MGT-9, Extract of Annual Return which is annexed to the Directors' Report.
vi. Disclosures regarding Directors appointment & re-appointment:
During the year Shri G S Sawhney was appointed as Whole-time Director designated as Director (Finance) & Group CFO with effect from 30th May, 2014.
Smt. Swarna Prabha Sukumar was appointed as an Additional Director with effect from 4th November, 2014 after she vacated the office as LIC Nominee Director on 3rd November, 2014.
Shri P G Kakodkar and Shri S G Tudekar have resigned from the Board with effect from 30th May, 2014 and 27th October, 2014 respectively.
In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the Company Shri Rajinder Miglani retires by rotation and being eligible have offered himself for reappointment
MANAGEMENT DISCUSSION AND ANALYSIS:
This Directors' report has a detailed section on Management Discussion and Analysis.
6. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
In terms of section 178 of the Companies Act, 2013 and as per the provisions of the Clause 49 of the Listing Agreement (as amended), the Company has duly constituted Stakeholders Relationship Committee. This Committee is responsible for the satisfactory redressal of investors' complaints which generally includes complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends and committee also recommends measures for overall improvement in the quality of investor services.
7. SUBSIDIARY COMPANIES:
Your Company does not have any Indian Subsidiary Company. However, the Company has Seven Foreign Subsidiary Companies incorporated abroad and one step down foreign subsidiary
EQUITY SHARES IN THE SUSPENSE ACCOUNT:
In terms of Clause 5A(I) of the Listing Agreement, the Company reports that there are no Equity Shares lying in the Suspense Account
i. Disclosure of Accounting Treatment
In the preparation of Financial Statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accounts of India (ICAI).
ii. Disclosure on Materiality significant Related Party Transactions
There were no materially significant related party transactions during the year having potential conflict with the interest of the Company at large. The Company has formulated the Policy on Materiality of Related partytransactions to decide the materiality for the related party transaction and to deal with related party transaction. The said Policy has been posted on the website of the Company. Web link is <http://www.uttamgalva.com/> investors/pdf/policies/Policy materiality related party transaction.pdf.
iii. Disclosure on Requirements of the Listing Agreement
The Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges, SEBI Regulations and/ or any other statutory authority. No penalties or strictures have been imposed by SEBI, Stock Exchanges or any other statutory authority on matters relating to capital markets during last three years.
iv. Disclosure on Risk Management
The Company has laid down procedures to inform the Board of Directors about the Risk Assessment and Minimization Procedure. These procedures are periodically reviewed by the Board to ensure that Executive management controls risk through means of a properly defined framework.
v. Whistle blower & Vigil Mechanism
The Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Whistle blower Policy and Vigil Mechanism has been laid down by the Company in view to provide a mechanism for the directors and employees of the Company to approach to the person authorized by the Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct. Each and every employee has access to the Audit committee. It is confirmed that no personnel has been denied access to the Audit Committee.
vi. Details of the Compliance with Mandatory and Non-mandatory requirements of clause 49 of the Listing Agreement.
During the Financial year under review, your Company has duly complied with all the mandatory requirements of Clause 49 of the Listing Agreement.
Following is the status of the compliances with Non-mandatory requirements.
> During the year under review there is no audit qualification on the Company's financial statements.
> The Chairman of the Board as a Non-executive Chairman and his position is separate from that of the Managing Director and CEO of the Company.
> The Internal Auditor reports to the Audit Committee of the Company.
11. MEANS OF COMMUNICATION
i. Quarterly Results:
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board.
ii. News papers wherein results normally published:
Un-audited and Audited Financial Results are published in Free Press Journal (English) having all India coverage and Navshakti (Marathi) local newspaper.
The Company's website (www.uttamgalva.com) contains section called 'Financials' and 'Investors' which give information on Audited and Un-audited financial results, Annual Report(s) and various policies applicable to the Company.
iv. Official News Releases:
The Company displays official news releases as and when the situation arises.
The Company makes presentation to institutional investors or the analysts when found appropriate.
vi. Email id: email@example.com <mailto:firstname.lastname@example.org>
12. GENERAL SHAREHOLDERS' INFORMATION
i. Annual General Meeting (Date, Time and Venue)
29th August, 2015, at 11.00 am at M C Ghia Hall, 18/20,K Dubhash Marg, Mumbai- 400 001.
ii. Financial Year
1st April, 2014 to 31st March, 2015
iii. Date of Book Closure
From 24th August, 2015 to 29th August, 2015 (both days inclusive)
iv. Dividend Payment Date
v. Listing on Stock Exchanges and Stock Codes
BSE Ltd. (BSE) : 513216
National Stock Exchange of India Ltd (NSE) : UTTAMSTL
vi. Registrar and Share Transfer Agent
Universal Capital Securities Private Limited
21, Shakil Niwas, Mahakali Caves Road, Andheri (East), Mumbai - 400 093. Tele No.: 28207203/05 E-mail: email@example.com
vii. Share Transfer System
Request sent for share transfer in physical form are registered and the Certificates have been duly issued by our Registrars and Share Transfer Agent within the period of 15 days of receipt of the documents, provided documents received are found in order. Shares under objections are returned to the persons who have lodged it. The Share Transfer Committee meets generally on fortnightly basis to consider the transfer proposals
viii. Dematerialization of Shares and Liquidity
Nearly 98.95% of total Equity Share Capital is held in dematerialized form with National Securities Depository Limited and Central Depository Services (India) Limited.
ix. Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, Conversion Date and likely impact on Equity : Nil
x. Plant Locations
Khopoli - Pen Road, Donvat, Dist.-Raigad, Maharashtra Khopoli - Pali Road, Dahivali, Dist.-Raigad Maharashtra
xi. Address for correspondence
Registered office :
Uttam House, 69, P.D'Mello Road, Mumbai-400009. Email : firstname.lastname@example.org Website : www.uttamgalva.com
xv. Code of Conduct:
The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company.
All Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. A declaration to this effect signed by the Managing Director of the Company is given below: