Bihariji Udyog Pvt. Ltd.
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Corporate Governance  

1. The Company's Philosophy on Corporate Governance:

The Board of Directors and Management believe in adopting and practicing principles of good Corporate Governance with a view to :-
  • Safeguard shareholders’ interest through sound business decisions, prudent financial management and high standard of business ethics: and
  • Achieve transparency, accountability and integrity in the dealings and transactions of the Company

2. Board of Directors:

(i) Composition :

The Board of Directors comprises of  five Directors as under:-

Promoter Group

Name of Director  Brief Particulars Category
1. Shri N.K. Sureka He is an Industrialist having 14 years’ experience in the Steel Industry. He joined the Board as promoter director w.e.f. 1st October, 2003 and was appointed as an Honorary Managing Director w.e.f. 1st December,2003. Executive

Independent

2. Shri Deepak Kumar Garg He is in service having 9 years' working experience in Steel Industry and joined the Board as an independent director w.e.f. 1st December, 2003. Non-executive
3. Shri Mohan Lal He is in service having 24 years' working experience in Steel Industry and joined the Board as an independent director w.e.f. 1st December, 2003. Non-executive
4. Shri K.M. Pai He is in service having 18 years' working experience in Gas Plant and joined the Board as an independent Director w.e.f. 1st December 2003. Non-Executive
5. Shri Yogesh Mathur He is in service having 18 years' working experience in Gas Plant and joined the Board as an independent Director w.e.f. 1st January, 2004. Non-Executive

2.

(ii) Board Meetings and attendance:

Eighteen Board Meetings were held during the financial year ended on 31st March, 2006 and the gap between two Board Meetings did not exceed four months.

The dates on which Board meetings were held are as follows :-
Sr.No. Date of Meeting Board strength No. Of Directors Present
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
07.04.2006
20.04.2006
24.05.2006
30.06.2006
07.07.2006
31.07.2006
08.08.2006
22.08.2006
30.08.2006
08.09.2006
30.09.2006
09.10.2006
31.10.2006
28.11.2006
30.11.2006
15.12.2006
05.01.2007
31.01.2007
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
2
3
2
3
2
3
3
3
3
3
3
2
3
2
3
2
2
3

2.

(iii) Attendance of each Director at the Board meetings and last Annual General Meeting (AGM) and the number of Companies and committees where he is Director/Member:



Name of Director Category of Directorship Number of Board Meetings Attended Attendance at the last AGM held on 30.09.05 Number of Directorships in other public Ltd. Companies Number of Committee positions held in other Companies
Shri N.K. Sureka Executive 12 Yes 3 -
Shri K.M. Pai Non-Executive 07 No 2 2
Shri Mohan Lal - do - 07 No 1 2
Shri Deepak Kumar Garg - do - 14 Yes 5 4
Shri Yogesh Mathur - do - 6 No 4 2

3. Audit Committee

The Audit Committee was Constituted in accordance with the code of Corporate Governance and presently consists of three non-executive directors Shri Deepak Kumar Garg, Shri Mohan Lal and Shri Yogesh Mathur with Shri Deepak Kumar Garg as its Chairman.

(i) The terms of reference of the Audit Committee are as per the guide lines set out in clause no. 49 of the listing agreement with the Delhi Stock Exchange where the shares of the Company are listed.

(ii) The Audit Committee had five Meetings during the financial year 2006-07 ended on
31st March, 2007 as per details thereof and the names of Directors who attended the
said meetings, are as here-under :-

Details of the Audit Committee Meetings held during the financial year 2005-06 and attended by the Directors:-

  Date of Meeting
Name of the Director 30-06-2006 31-07-2006 08-08-2006 31-10-2006 31-01-2007
Shri Deeepak Kumar Garg Yes Yes Yes Yes Yes
Shri Yogesh Mathur No Yes No No Yes
Shri Mohan Lal Yes No Yes Yes Yes

4. Remuneration Committee

The Board has not constituted a Remuneration Committee as it is not mandatory. The same will be constituted as and when the need will arise.

5. Remuneration Policy

Sitting fees of Rs.200/- for attending Board Meeting is paid to each of the directors, who are not paid any remuneration.

Since Shri N. K. Sureka opted to be an honorary Managing Director of the company, no remuneration in the capacity as Managing Director was paid to him during the financial year 2006-07 ended on 31st March, 2007.
Sitting fees paid to Directors for meetings of the Board/Committee Rs.
Shri N.K. Sureka 2400/-
Shri Deepak Kumar Garg 2800/-
Shri Yogesh Mathur 1200/-
Shri K.M Pai 1400/-
Shri Mohan Lal 1400/-
Total: 9200/-

6. Code of Conduct for the Directors & senior Managerial personnel

In compliance to the provisions of Clause 49 of the Listing Agreement, the Board has laid down
a code of conduct for all the Board Members and Senior Managerial Personnel and all Board Members
and Senior Managerial Personnel have affirmed compliance of code of conduct as on 31st March,
2007 and a declaration to that effect duly signed by the Managing Director is attached and forms
part of this report .


7. Investors'/ Shareholders' Grievance Committee

This Committee, was constituted on 30th January, 2004, with a view to redress shareholders’/ investors’ complaints etc. relating to delay in transfer of shares, demat, non-receipt of annual accounts, delays in balance sheet, split, duplicate, transmission, etc. of the shares issued by the Company. This Committee consists of two Non-executive directors namely Shri Deepak Kumar Garg and Shri Yogesh Mathur with Shri Deepak Kumar Garg as its Chairman.

Shri N.K. Sureka  has been nominated as the Compliance Officer.
Number of pending transfers Nil
Number of Shareholders'
Complaints received
Nil
Number of Compliants not solved Nil

8. General Body Meetings

(i) Details of Location and time of holding of last three AGMs
AGM for the financial Year ended Venue Date Time
2003-2004
31th AGM
602, Chiranjiv Tower, 43,
Nehru Place, New Delhi-110019
30.09.2004 2.00 P.M
2004-2005
31th AGM
602, Chiranjiv Tower, 43,
Nehru Place, New Delhi-110019
30.09.2005 2.00 P.M
2005 -2006
32st AGM
602,Chiranjiv Tower, 43,
Nehru Place, New Delhi-110019
30.09.2005 11.00 A.M.

9. Brief Resume of Directors seeking re-appointment

Shri Yogesh Mathur :
Shri Yogesh Mathur is in service having 17 years working experience in Gas Plant. He was appointed as a director of the company on 1st January, 2004. He is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Shri Mohan Lal :

Shri Mohan Lal is having 24 years’ working experience in the Steel Industry. He was appointed as a director of the company on 1st December, 2003. He is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

10. Disclosure

(a) Materially Significant related party transactions

During the period, no transaction of material nature, had been entered into by the Company
with the management or their relatives that may have potential conflict with the interests of the Company .

(b) Details of non-compliance by the company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

There was no instance of penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority as well as non-compliance of any matter related to the capital markets during the last three years.

11. Means of Communication

The quarterly, half yearly and yearly results are published in English in widely circulating "Money Makers" and in Hindi in "Maha Laxmi" from Delhi & Haryana.


12. General Shareholder information

AGM : Date, time and venue 32nd AGM to be held on on Friday the 24th
August, 2007 at 10.30 A.M. at 602 , Chiranjiv Tower, 43, Nehru Place, New Delhi-110019


Financial Calendar:(Tentative)
Results for quarter ending June, 30, 2006 31st day of July, 2007
Results for quarter ending September 30, 2006 Last week of October, 2007
Results for quarter ending December, 31, 2006 Last week of January, 2008
Results for quarter ending March 31, 2007 Last week of April, 2008
· Date of Book closure 20th August, 2007 to 24th August, 2007 (both days inclusive)
· Stock Code - Physical

Demat ISIN Number for NSDL and CDSL.
3506 on Delhi Stock Exchange
INE073F01018
· High/low of market price of the Companys' shares traded on the Stock Exchange during the financial year ended 31st March, 2007 The shares have not been traded during the financial year 2006-07. The last quoted price was of Rs.24/- per Share as per transaction on Delhi Stock Exchange held on
28-08-2001. Since the Delhi Stock
Exchange was not conducting any
trading of securities of its listed
companies, the securities of the
Company were traded on the Gauhati
Stock Exchange during the financial
year 2002-03 @ 3.50 per share as per
the transaction held on 10-02-2003.
· Registrar & Transfer Agents M/s. RCMC Share Registry Pvt. Ltd.
1515, (1st Floor) Bhisham Pitamah Marg Kotla Mubarakpur, (Near South Extn.),
New Delhi - 110003
Phone No. 24692346, 24601017
Fax No. 24692345
· Share Transfer System All the transfers received are processed by the Registrar and Share Transfer Agent. Share Transfers are registered and returned within maximum of 30 days from the date of lodgment if documents are complete in all respect. In case the shares are transferred through Demit mode, the procedure is adopted as stated in Depositories Act, 1996.

· Share holding pattern as on 31-03-2007
Category No. of Shares Percentage
Promoters 15,78,760 26.31
Persons acting in concert - -
Mutual Funds and UTI - -
Banks, Financial Institution & Insurance Companies. - -
FII's - -
Private Corporate Bodies 35,84,100 59.74
Indian Public 8,37,140 13.95
NRIs/ OCBs - -
Total 60,00,000 100.00

· Distribution of shareholding as on 31st March, 2006.
No. of Shares  Folios Amount
From To
1 500
501  1000
1001 2000
2001 3000
3001  4000 
4001 5000
5001   10000
10001 above
Total:  
Number % to Total
214  67.30
9   2.83
- -
0.63 
- -
- -
12   3.77
81   25.47
318 100.00 
Rs. % to Total
1,18,900  0.20 
87,500  0.14
- -
48,000  0.08
- -
- -
11,98,340  2.00
5,85,47,260   97.58 
6,00,00,000   100.00

Declaration of Managing Director

The Code of Conduct for the Directors and the Senior Managerial Personnel was adopted by the Board of Directors. All the Board Members and Senior Managerial Personnel have affirmed that they have complied with the code of conduct.

PLACE : NEW DELHI
DATE : 8th August, 2007
SD/-
N. K. Sureka
Managing Director



ANNEXURE TO THE REPORT OF THE DIRECTORS :

CERTIFICATE FROM AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF COROPORATE GOVERNANCE

ANNEXURE      


A the Shareholders of the Bihariji Ispat Udyog Ltd.


We have examined the compliance of conditions of Corporate Governance by Bihariji Ispat Udyog Ltd., for the period ended on 31st March, 2007 as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that no investor grievances is pending for a period exceeding one month against the company as per the records maintained by the Investors’ Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

PLACE : NEW DELHI
DATE : 30th June 2007
FOR SALARPURIA & PARTNERS
CHARTERED ACCOUNTANTS
Kamal Kumar Gupta

SD/-
PARTNER
M. No. 89190

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