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 |
| - |
- |
| 2 |
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 |
|