|
|
|
|
|
-
Board & Management | Code of Conduct | Corporate Governance
CORPORATE GOVERNANCE
-
I. Company’s Philosophy on Code of Corporate Governance
The Company believes in the practice of good Corporate Governance acting as a good corporate citizen. The spirit of Corporate Governance has been prevailing in the Company. The company believes in the values of transparency, professionalism and accountability. The Company recognizes the acceptability of the Board and importance of the decisions relating to its customers, dealers, employers, shareholders etc.
The Company always strives to achieve performance at all levels by adhering to corporate governance practices.II. Board of Directors
The strength of Board of Directors as on 31st March, 2010 was 9 out of which 3 were Executive Directors, 3 were Non Executive Directors and 3 were Non Executive Independent Directors.
Shareholding of Non-Executive Directors in the Company as on 31.03.2010:
Mr. Sushil Rawka : 63,300
Mr. Jagdish C. Kapur : NIL
Mr. Nirmal Lunia : NIL
Mr. Vimal Lunia : NIL
Mr. Basant Singh Johari : 3,300
Mr. Surjit Singh : NILThe Board of Directors duly met Eight times during the Financial Year 2009–2010 and the gap between two meetings did not exceed four months. Dates on which the Board meetings were held are: 25.04.2009, 31.07.2009, 08.08.2009, 05.10.2009, 31.10.2009 30.01.2010, 20.02.2010 and 29.03.2010. Attendance of directors during Board Meetings is shown in Table A. The Categories of directors are also mentioned in the same table.
III. Audit Committee
The Audit Committee of the Company comprised of Mr. Surjit Singh, Director of the Company as Chairman, Mr. Sushil Rawka and Mr. Jagdish C. Kapur, Directors of the Company as its members. The members have financial and accounting knowledge. The Committee members duly met Five times during the Financial Year 2009-2010 on 17.04.2009, 22.07.2009, 01.08.2009, 21.10.2009 and 15.01.2010.
The attendance of members at the meeting of Audit Committee held during the Financial Year under review is shown in Table A.
The Audit Committee has adequate powers and detailed terms of reference, to play effective role as required under the provisions of the Companies Act, 1956 and clause 49 of the Listing Agreement entered with Bombay Stock Exchange.
IV. Share Transfer and Investor Grievance Committee
Share Transfer and Investor Grievance Committee consist of Mr. Sushil Rawka, Director of the Company as Chairman, Mr. Jagdish C. Kapur & Mr. Madhusudan Jain, Directors of the Company, as its members. Thirty Seven Shareholders’ Complaints were received during the Financial Year. All of them were resolved within 30 days of receipt and no complaints were pending at the end of the year.
The members duly met Four times during the Financial Year 2009-2010 on 14.04.2009, 15.07.2009, 15.10.2009 and 18.01.2010.
The attendance of members at the meetings held during the Financial Year under review is shown in TABLE A.
V. Remuneration Committee
The Remuneration Committee of the Company comprised of Mr. Jagdish C. Kapur, Director of the Company as Chairman, Mr. Surjit Singh and Mr. B.S.Johari, Directors of the Company as its members. The Committee members duly met two times during the Financial Year 2009-2010 on 21.07.2009 and 16.10.2009.
The attendance of members at the meeting of Remuneration Committee held during the Financial Year under review is shown in TABLE A.
The Remuneration Committee has adequate powers and detailed terms of reference, to play effective role as required under the provisions of the clause 49 of the Listing Agreement entered with Bombay Stock Exchange.
TABLE A
Sr.
NoName of
DirectorStatus
Attendance of Board & Committee Meetings
Annual
General
MeetingOutside Directorship
& Committee PositionsNo of Board Meeti--ngs
No of Audit committ--ee
Meetings
AttendedNo of
STCIGC
Meetings
AttendedNo. of RC Meetings Attendence
Attended during the Year
Direct-or
ShipCom-mittee
Positi-ons1
Mr. Harsh Vora
Executive
8
N.A.
N.A.
N.A.
Yes
2
Nil
2
Mr. Vasudeo S. Bhate
Executive
8
N.A.
N.A.
N.A.
No
Nil
Nil
3
Mr. Sushil Rawka
Non -Executive
7
5
4
N.A.
Yes
Nil
Nil
4
Mr. Nirmal Lunia
Non -Executi ve
Nil
N.A.
N.A.
N.A.
No
1
Nil
5
Mr. Jagdish C. Kapur
Non Executive & Indep-endent
8
5
4
2
No
Nil
Nil
6
Mr. Vimal Lunia
Non -Executive
1
N.A.
N.A.
N.A.
No
2
Nil
7
Mr. Madhusudan Jain
Executive
7
N.A.
4
N.A.
Yes
3
Nil
8
Mr. Surjit Singh
Non -Executive & Indep-endent
8
5
N.A.
2
No
Nil
Nil
9
Mr. Basant S. Johari
Non -Executive & Indep-endent
7
N.A.
N.A.
2
No
Nil
Nil
Abbreviation: STCIGC = Share Transfer – cum – Investor Grievance Committee
RC = Remuneration CommitteeVI. Remuneration of Directors
Break-up of Directors’ remuneration
S.
No.Name of Directors
Salary Including
Employers’
Contribution to
Provident fundPerquisites
Sitting Fees
1
Mr. Harsh Kumar Vora (Executive Director )
26,78,400
1,25,500
NIL
2
Mr. Vasudeo S. Bhate (Executive Director)
11,52,000
74,044
NIL
3
Mr. Madhusudan Jain (Executive Director)
12,24,000
8,17,497
NIL
4
Mr. Sushil Rawka
NIL
NIL
31,000
5
Mr. Jagdish C. Kapur
NIL
NIL
36,000
6
Mr. Nirmal Lunia
NIL
NIL
NIL
7
Mr. B. S. Johari
NIL
NIL
31,000
8
Mr. Surjit Singh
NIL
NIL
36,000
9
Mr. Vimal Lunia
NIL
NIL
5,000
Total
50,54,400
10,17,041
1,39,000
VII. General Body Meeting:
Financial Year
Date
Location of Meeting
Time
Whether any special resolution passed
2009-2010
22.03.2010
At Registered Office at Mumbai
10:00 A.M.
Yes
2008-2009
30.09.2009
At Registered Office at Mumbai
10:00 A.M.
Yes
2007-2008
22.09.2008
At Registered Office at Mumbai
10:00 A.M.
Yes
2006-2007
24.09.2007
At Registered Office at Mumbai
10:00 A.M.
No
There was no matter requiring postal ballot as recommended by Clause 49 of the Listing Agreement read with Section 192A of the Companies Act, 1956.
VIII. Disclosures:
- Disclosures on materially significant related party transactions i.e. transaction of the Company of material nature, with its promoters, directors or the management, their subsidiary or relatives etc. that may have potential conflict with the interests of the Company at large: NIL
- 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.
The Company has complied with the requirements of regulatory authorities on capital markets and no penalties/stricture has been imposed against it during the last three years.
IX. Declaration of Code of Conduct
The Company has adopted a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has already been posted on the website of the Company. All Board Members and Senior Members have affirmed compliance with the Code of Conduct. A declaration signed by the Chief Executive Officer is given below:
“I hereby confirm that the Company has obtained from all the members of the Board and Senior Management, affirmation that they have complied with the Code of Conduct for Directors and Senior Management in respect of the Financial Year 2009-2010”
Sd/-
Harsh Kumar Vora
Managing Director & CEO
17th August, 2010X. Corporate Governance Compliance Certificate:
The Certificate regarding compliance of condition of clause 49 of the Listing Agreement received from the Auditors of the Company is annexed hereto.
XI. Shareholders’ information
- Regd. Office: A-204, Kailash Esplanade, Opp. Shreyas Cinema, Ghatkopar (W), Mumbai-400086
Annual General Meeting: Date and Time: 30th September, 2010 at 10.00 A.M.
Venue: At Registered Office of the Company- Financial Calendar: (Tentative) Financial reporting for:
Quarter ending June 30, 2010 : On or before August 15, 2010
Half year ending September 30, 2010 : On or before November 15, 2010
Quarter ending December 31, 2010 : On or before February 15, 2011
Year ending March 31, 2011 : On or before May 15, 2011
Annual General Meeting for year 2011 : End of September, 2011
Date of Book Closure : In the month of September, 2011- List of Stock Exchanges: Presently the shares of the Company are listed at Bombay Stock Exchange, Mumbai Scrip Code: 517514
- Market Price Data: The Stock Market data for the period from April, 2009 to March, 2010 are as below: - [As taken from the website of Bombay Stock Exchange Ltd., Mumbai (BSE)]
Period
High (Rs)
Low (Rs)
Period
High (Rs)
Low (Rs)
April, 2009
14.51
9.83
October, 2009
24.40
18.70
May, 2009
19.38
12.75
November, 2009
20.75
17.00
June, 2009
21.35
16.30
December, 2009
24.90
18.50
July, 2009
19.00
14.50
January, 2010
28.80
21.15
August, 2009
20.80
17.30
February, 2010
25.25
20.25
September, 2009
26.20
18.60
March, 2010
22.85
18.00
e. Performance of D & H (India) in comparison to BSE Sensex
- Distribution of Shareholding as on March 31, 2010
Nominal value of Equity share held (Rs.)
No. of Share Holders
Share Amount in (Rs.)
% of share holding
Up to 1000
3,730
34,94,560
5.49
1001 to 2000
1,211
23,65,690
3.72
2001 to 3000
406
11,83,210
1.86
3001 to 4000
138
5,36,520
0.84
4001 to 5000
384
19,06,210
3.00
5001 to 10000
399
34,12,920
5.37
10001 to 20000
201
31,39,780
4.94
20001 to 30000
63
16,17,900
2.54
30001 to 40000
38
13,10,910
2.06
40001 to 50000
26
12,18,360
1.92
50001 to 100000
33
24,00,630
3.77
100000 above
52
4,10,09,310
64.48
TOTAL
6681
6,35,96,000
100.00
g Categories of shareholding as on 31st March, 2010:
Category
No. of Share held
% of share holding
Promoters & Person acting in concert
Financial Institution, Mutual Fund and Banks
Private Corporate Bodies
Non Resident / OCBs
Indian Public2734921
0.00
1043278
69439
251196243.00
0.00
16.40
1.09
39.51TOTAL
6359600
100.00
h. Dematerialization of shares:
Trading in shares of D & H Welding Electrodes (India) Limited is permitted, only in dematerialized form, with effect from April, 2001 as per notification issued by the Securities and Exchange Board of India (SEBI)
At present the Company’s share are available for dematerialization with both NSDL and CDSL. As on 31st March, 2010, an aggregate of 56,22,575 Equity Shares, which amounts to 88.41% of total Equity Share Capital of the Company exist under the Electronic form.
The International Securities Identification Number (ISIN) allotted to the Company is INE589DO1018.
i. Registrar and Share Transfer Agents (Physical & Electronic Connectivity):
M/s. Ankit Consultancy Pvt. Ltd. is the Company’s Registrar and Share Transfer Agent having its office at the following address:2nd floor, Alankar Point, Geeta Bhawan Square, A.B Road
Indore – 452001, Madhya Pradesh
Contact No.: 0731-2491298
Share Transfer Forms can be lodged with M/s Ankit Consultancy Pvt. Ltd. at its address mentioned above.j. Address for Correspondence:
Head Office:
Plot A, Sector A, Industrial Area,
Sanwer Road, Indore 452 015 (M.P.)
Powered
By 