REPORT ON CORPORATE GOVERNANCE
In accordance with 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 systems and process at Uttam Value Steels Limited is as follows:-
1. THE COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company's Philosophy is that Corporate Governance is the application of ethical business practices with all stakeholders coupled with compliance of law. The Company has all along believed in and practiced fair business and corporate practices with all its stakeholders and associates.
The Company believes that a Vibrant 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.
2. BOARD OF DIRECTORS:
I. Composition of the Board and details of Directorship(s) in other Companies:
As on 31st March, 2015 your Company's Board comprises of 9 Directors with considerable experience in their respective fields. Of these 6 are Non- Executive Independent Directors with one women Director.
III. The Board of Directors during the Financial Year 2014 - 2015 had Five Meetings which are as follows:
l) 30.05.2014 2) 25.06.2014 3) 08.08.2014 4) 07.ll.2014 5) l0.02.20l5
IV. Disclosure of relationships between Directors:
Shri Rajinder Miglani - Non Executive Chairman of the Company is the Father of Shri Ankit Miglani- Non Executive Director of the Company. Except for the abovementioned Directors, none of the other Directors are related to each other.
As required under Schedule IV of the Companies Act, 2013 and Clause 49(II) (B) (6) of the Listing Agreement a separate Meeting of Independent directors was held on 10th 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.
3. AUDIT COMMITTEE:
I. Brief Description of Terms of Reference:-
The Audit Committee of the Company is constituted 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.
The terms of reference and powers of the Audit Committee are as mentioned in Clause 49 of the Listing Agreement entered into with the Stock Exchanges and read with Section 177 of the Companies Act, 2013 and rules made thereunder 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:-
Currently the Composition of the Committee is as follows:
1. Shri B L Khanna
2. Shri U N Challu
3. Shri Manash Chakraborty (Ceased from 10th February, 2015)
4. Shri B L Khurana (Appointed from 29th May, 2015)
All the Members of the Audit Committee are Non-Executive Independent Directors. They are financially literate and possess sound knowledge of accounts, audit, finance etc. Shri B L Khanna is the Chairman of the Audit Committee.
The Chairman, Director & Whole- Time Director, Chief Financial Officer (under the Companies Act, 2013), the Internal Auditor and the representatives of Statutory Auditors are invitees to the meetings of the Audit Committee.
The Cost Auditors appointed by the Company u/s 139 and 148 of the Companies Act, 2013 attends the Audit Committee Meeting whenever cost Audit Report is discussed.
The Operations Heads are invited to the Meetings, as and when required.
Shri Ram Gaud, Sr. General Manager & Company Secretary acts as the Secretary of the Audit Committee.
III. Meetings and attendance during the year: -
The Audit Committee during the Financial Year 2014- 2015 had the following meetings:-
1) 30.05.2014 2) 25.06.2014 3) 08.08.2014 4) 30.09.2014 5) 07.11.2014 6) 10.02.2015
IV. During the period 01.04.2014 to 31.03.2015, the Audit Committee met Six times and the attendance of the Audit Committee members at the said meetings are detailed below:
4. SUBSIDIARY COMPANIES:
The Company does not have any Subsidiary Company.
5. NOMINATION & REMUNERATION COMMITTEE:
I. Brief Description of Terms of Reference:-
Pursuant to the Clause 49 of the Listing Agreement and Schedule V and Section 178 to the Companies Act, 2013, the terms of reference of the Remuneration Committee is to determine Company's policy on remuneration to Executive Directors including pension and any compensation payments and also to approve payment of remuneration to Managing or Whole-Time Directors.
During the period, Two Nomination and Remuneration Committee Meeting was held on 30th May, 2014 & 7th November , 2014 which comprised of three Non Executive Independent Directors namely Shri Manash Chakraborty,
Shri S.K. Soni and Shri U N Challu.
The Nomination & Remuneration Committee was reconstituted on 30th May, 2014, as per the Companies Act,2013 Hence now it comprises of three Non Executive Independent Directors namely Shri S K Soni, Shri U N Challu and Shri Manash Chakraborty (ceased w.e.f. 10th February, 2015) subsequently Shri B L Khurana was appointed as c a Member of Nomination and Remuneration Committee w.e.f 29th May, 2015 in lieu of Shri Manash Chakraborty cessation.
All the members of the Remuneration Committee are Non-Executive Independent Directors.
III. Attendance during the Year:
During the period 01.04.2014 to 31.03.2015, the Nomination and Remuneration Committee met on 30th May,
2014 and 7th November, 2014 and attendance of the members at the said meeting are details below:
IV. REMUNERATION POLICY
The Board has framed the Nomination and Remuneration Committee policy which ensure effective compliance of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Board has clearly defined terms of reference for the Nomination and Remuneration Committee, which are as follows :-
• Reviewing the overall compensation policy, service agreements and other employment conditions of Managing / Whole-time Director(s) and Senior Management (one level below the Board);
• To help in determining the appropriate size, diversity and composition of the Board;
• To recommend to the Board appointment / re-appointment and removal of Directors;
• To frame criteria for determining qualifications, positive attributes and independence of Directors;
• To recommend to the Board remuneration payable to the Directors (while fixing the remuneration to Executive Directors the restrictions contained in the Companies Act, 2013 is to be considered);
• To create an evaluation framework for Independent Directors and the Board;
To provide necessary reports to the Chairman after the evaluation process is completed by the Directors;
To assist in developing a succession plan for the Board;
To assist the Board in fulfilling responsibilities entrusted from time-to-time;
Delegation of any of its power to any Member of the Committee or the Compliance Officer
A. Remuneration to Non-Executive Directors
The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non - Executive Directors are paid sitting fees for each meeting of the Board or Committee of Directors attended by them. The total amount of sitting fees paid during the Financial Year 2014-15 was Rs. 4,30,000. The Non - Executive Independent Directors do not have any material pecuniary relationship or transactions with the Company.
B. Remuneration to Executive Directors
The appointment and remuneration of Executive Directors including Chairman and Managing Director and Whole-time Director is governed by the recommendation of the Nomination and Remuneration Committee, Resolutions passed by the Board of Directors and shareholders of the Company. Payment of remuneration to Executive Directors is governed by the provisions of the Companies Act, 2013 and Rules made there under. The remuneration package of Whole-time Director comprises of salary, perquisites, allowances and contributions to Provident funds and other Retirement Benefit Funds as approved by the shareholders at the General Meetings. Increments are recommended by Remuneration and Nomination Committee to the Board for their approval.
The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber for its Directors.
V. Details of Remuneration to all the Directors
a) Non-Executive directors:
The Non-Executive Directors are paid sitting fees as remuneration for attending the Meetings of Board of Directors, Audit Committee, Remuneration Committee, Committee of Directors and Shareholders / Investors Grievance Committee. Save and except the following, there are no pecuniary relationships or transactions of the Non- Executive Directors viz-a-viz the Company.
VI. Disclosures regarding Directors appointment & re-appointment:
a) Appointment and Resignation of Directors:
During the year IDBI has withdrawn its Nominee Director namely Shri R. K. Bansal and Nominated Shri S. K. Sachdev w.e.f 7th November, 2014 as Nominee Director on the Board and ARCIL has withdrawn its Nominee Director Shri Manash Chakraborty with effect from 10th February, 2015, since all dues of ARCIL have been re-paid by the Company.
b) Re-appointment of Directors:
Shri Rajinder Miglani retire by rotation and being eligible have offered himself for re-appointment. The Board of Directors recommends his re-appointment
The Brief profile of the Directors entitled for re-appointment are given herein below:-
6. MANAGEMENT DISCUSSION AND ANALYSIS :
The Directors' report has detailed section on Management Discusssion and Analysis.
7. STAKEHOLDERS AND RELATIONSHIP COMMITTEE
Name of Non-Executive Director Heading the 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.
Shri Rajinder Miglani, Non-Executive Director, is Chairman of the Shareholders' / Investors' Grievance Committee.
The Committee is looking after the Shareholders' / Investors' Grievance and redressal of investors' / shareholders' complaints related to transfer of shares, non-receipt of balance sheets, non-receipt of declared dividends etc. The meeting of the Stakeholders Relationship Committee is generally held on weekly basis.
This Committee consists of the following Directors as its members :-
1. Shri Rajinder Miglani
2. Shri Ankit Miglani ( ceased w.e.f 1st April, 2015)
3. Shri Rajiv Munjal
4. Shri Ashok Tandon (Appointed in Committee w.e.f 29th May, 2015
II. Name and Designation of Compliance Officer:
Shri Ram Gaud, Sr. General Manger and Company Secretary is the Compliance Officer of the Company.
III. Number of Shareholders Complaints received during the Financial Year:
During the Financial Year 2014-2015, the Company has received 54 complaints.
IV. Number of complaints not solved to the satisfaction of the shareholders:
V. Number of pending Complaints:
8. EQUITY SHARES IN THE SUSPENSE ACCOUNT:
Pursuant to clause 5A(l) & (ll) of the Capital listing Agreement the Company has sent 3 (three) reminders letters to those shareholders whose shares are remaining unclaimed and lying with Company/ Registrar and Share Transfer Agents and has initiated the process of opening an unclaimed suspense account for transferring the said unclaimed share.
I. Disclosure on Related Party Transactions
The Company have one material significant related party transactions during the year having potential conflict with the interest of the Company. Critical risk management frameworks have been put in place across the Company. The Company is continuously evolving and improving systems and measures to take care of all the risk exigencies involved in the business.
All the Transactions entered with Related Parties for the year under review are strictly done on arm's length basis and in the ordinary course of business. The Company presents full details of transactions of all related party before the Audit Committee, specifying the nature, value and terms & conditions of the transactions. Transactions with related parities are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.
II. Disclosure on Compliance of the Listing Agreement
The Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges as well as regulations and guidelines of SEBI. 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.
III. Whistle blower Policy
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 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.
IV. Mandatory / Non- Mandatory Requirements:-
During the Financial Year ended 31st March, 2015, the Company has duly complied with all mandatory requirements of Claus 49 of the Listing Agreement. The Company will implement other non mandatory requirements as mentioned in Clause 49 of the Listing Agreement as and when needed.
10. 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. Newspapers wherein results normally published:
Un-audited and Audited Financial Results are published in Business Standard (English) having all India coverage and Mumbai Lakshadweep (Marathi) local newspaper.
Name of the Company's Website where the results are displayed is www.uttamvalue.com
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.
11. GENERAL SHAREHOLDERS' INFORMATION
I. Annual General Meeting :
Date, Time and Venue :
22nd August, 2015 on Saturday at ll.a.m at M. C. Ghia Hall, 18/20, K. Dubhash Marg, Mumbai - 400 001
II. Financial Year :
2014 - 2015
III. Date of Book Closure:
17th August, 2015 to 22nd August, 2015 (both days inclusive)
IV. Dividend Payment Date:
V. Listing on Stock Exchanges:
Bombay Stock Exchange Ltd (BSE) & National Stock Exchange of India Ltd (NSE).
VI. Stock Code:
Name of the Stock Exchange (Equity Shares) Stock Code
Bombay Stock Exchange Ltd
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.
Stock Code :500254
National Stock Exchange of India Ltd
Exchange Plaza, 5th floor, Plot No. C/l, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai 400 051.
Stock Code :UTTAMVALUE
VII. Registrar and Share Transfer Agent:
Bigshare Services Pvt. Ltd.
E-2, Ansa Industrial Estate, Sakivihar Road,
Saki Naka, Andheri (East), Mumbai - 4000072 Phone: 2240430200 Fax: 022-28475207
Email Id: email@example.com
Share Transfer System :
Shares sent for transfer in physical form are registered and returned by our Registrars and Share Transfer Agent in approximately l5 days of receipt of the documents, provided documents received are found in order. Shares under objections are returned within l5-20 days. The Share Transfer Committee meets generally on weekly basis to consider the transfer proposals.
VIII. Dematerialization of Shares and Liquidity:
Nearly 98.33% of total Equity Share Capital is held in dematerialized form with NSDL/CDSL.
IX. Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion Date and likely impact on Equity:
X. Plant Locations:
1. Steel plant: Uttam Nagar, Bhugaon Link Road, Wardha, Maharashtra
2. Engg. Plant: Plot No. A - 5/5 & A-6/3, MIDC Industrial Area, Murbad, Thane, Maharashtra
XI. Address for correspondence:
Registered office : Uttam House, 4th Floor, 69, P D' Mello Road, Mumbai 400 009.
Email : firstname.lastname@example.org Website : www.uttamvalue.com
XII. 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 an annual basis. A declaration to this effect signed by the Managing Director forms part of this Report.
XIII. Auditors' Certificate on Corporate Governance:
The Auditors' Certificate on Compliance of Clause 49 of the Listing Agreement relating to Corporate Governance is published as an Annexure to this Report.
XIV. CEO & CFO Certification:
As required by clause 49 V of the Listing Agreement, the Whole Time Director certification on the financial statements, Cash Flow Statements and internal control Systems for the financial reporting for the period ended 31st March,20l5.
XV. Mandatory / Non- Mandatory Requirements:-
During the Financial Year ended 31st March, 2015, the Company has duly complied with all mandatory requirements of Claus 49 of the Listing Agreement. The Company will implement other non mandatory requirements as mentioned in Clause 49 of the Listing Agreement at the appropriate time.