1. Board & Management | Code of Conduct  | Corporate Governance
    Corporate Governance Report Of The Company For The Financial Year 2005-06

  2. 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, 2006 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 31.03.2006:

    Shri Sushil Rawka                     :           61,000
    Shri J C Kapur                         :           NIL
    Shri Nirmal Lunia                      :           NIL
    Shri Vimal Lunia                       :           NIL
    Shri B. S. Johari                       :           3,300
    Shri Surjit Singh                        :           NIL

    The Board of Directors duly met six times during the Financial Year 2005 – 2006 and the gap between two meetings did not exceed four months.  Dates on which the Board meetings were held are as follows: 27/04/05, 22/06/05, 30/07/05, 25/08/05, 31/10/05 and 30/01/06. 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 has been restructured during the year and is comprised of Shri Sushil Rawka, Director of the Company (as Chairman till 18/04/05 then continued as member) Shri Surjit Singh (from 25/07/05), Shri J C Kapur & Shri Nirmal Lunia (member till 18/04/05), Directors of the Company as its members.  The members have financial and accounting knowledge.  The Committee members duly met Four times during the Financial Year 2005-06 on 18.04.05, 25.07.05, 15.10.05, and 20.01.06.

    The attendance of members, at the meeting of Audit Committee held during the Financial Year under review, are as 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 into with Stock Exchange.

    IV.       Share Transfer Cum Investor Grievance Committee:
    Share Transfer Cum Investor Grievance Committee consist of Shri Sushil Rawka, Director of the Company as Chairman, Shri J C Kapur & Shri Madhusudan Jain, Directors of the Company, as its members. Thirty-Four 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 3 times during the Financial Year on 01.07.05, 01.10.05 and 02.01.06.

    V.        Remuneration Committee:

    The Remuneration Committee of the Company has been constituted during the year and is comprised of Shri J. C. Kapur Director of the Company as Chairman, Shri Surjit Singh, Shri B. S. Johari, Directors of the Company as its members.  The Committee members duly met One time during the Financial Year 2005-06 on 26.10.05.

    The attendance of members, at the meetings held during the Financial Year under review, are as shown in TABLE A.

    TABLE A

    Sr.
    No

    Name of
    Director

    Status

    Attendance of Board & Committee Meetings

    Annual
    General
    Meeting

    Outside Directorship
    & Committee Positions

     

     

     

    No of Board Meeti--ngs

    No of Audit committ--ee
    Meetings
    Attended

    No of
    STCIGC
    Meetings
    Attended

    No. of RC Meetings Attendence

     

    Attended during the Year

    Direct-or
    Ship

    Com-mittee
    Positi-ons

    1

    Shri Harsh Vora

    Executive

    6

    N.A.

    N.A.

    N.A.

    Yes

    1

    Nil

    2

    Shri Vasudeo Bhate

    Executive

    6

    N.A.

    N.A.

    N.A.

    Yes

    Nil

    Nil

    3

    Shri Sushil Rawka

    Non Executive

    6

    4

    3

    N.A.

    Yes

    Nil

    Nil

    4

    Shri Nirmal Lunia

    Non Executive

    Nil

    1

    N.A.

    N.A.

    No

    1

    Nil

    5

    Shri J C Kapur

    Non Executive & Indep-endent

    6

    4

    3

    1

    No

    Nil

    Nil

    6

    Shri Vimal Lunia

    Non Executive

    Nil

    N.A.

    N.A.

    N.A.

    No

    2

    Nil

    7

    Shri Madhusudan Jain

    Executive

    6

    N.A.

    3

    N.A.

    Yes

    2

    Nil

    8

    Shri Surjit Singh

    Non Executive & Indep-endent

    3

    3

    N.A.

    1

    No

    Nil

    Nil

    9

    Shri B. S. Johari

    Non Executive & Indep-endent

    2

    N.A.

    N.A.

    1

    No

    Nil

    Nil

    Abbreviation:    STCIGC = Share Transfer – cum – Investor Grievance Committee
                            RC = Remuneration Committee

    VI.       Remuneration of Directors

     

    Break-up of Directors’ remuneration

    S
    No

    Name of Directors

    Salary
    Including
    Employers’
    Contribution to
    Provident fund

    Perquisites

    Sitting Fees

    1

    Mr. Harsh Kumar Vora (Executive Director)

    7,04,160

    60,713

    NIL

    2

    Mr. Vasudeo S Bhate (Executive Director)

    4,68,960

    NIL

    NIL

    3

    Mr. Madhusudan Jain (Executive Director)

    3,09,360

    45,641

    NIL

    4

    Mr. Sushil Rawka

    NIL

    NIL

    12000

    5

    Mr. J.C. Kapur

    NIL

    NIL

    12000

    6

    Mr. Nirmal Lunia

    NIL

    NIL

    NIL

    7

    Mr. B. S. Johari

    NIL

    NIL

    6000

    8

    Mr. Surjit Singh

    NIL

    NIL

    7000

    9

    Mr. Vimal Lunia

    NIL

    NIL

    NIL

     

    Total

    14,82,480

    1,06,354

    37,000

     

    General Body Meeting:

    Financial Year

    Date

    Location of Meeting

    Time

    Whether any special resolution passed

    2004-2005

    30.09.2005

    At Registered Office at Mumbai

    11.00 A.M.

    Yes

    2003-2004

    29.09.2004

    At Registered Office at Mumbai

    11.00 A.M.

    No

    2002-2003

    20.09.2003

    At Registered Office at Mumbai

    11.00 A.M.

    Yes

    There was no matter requiring postal ballot as recommended by Clause 49 of the Listing Agreement read with Section 192 A of the Companies Act, 1956.

    Disclosures:

     

      1. 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
      1. 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 have been imposed against it during the last three years.

     

    1. 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.

     

    1. Shareholders’ information:

     

      1. Regd.  Office: A-204, Kailash Esplanade, Opp. Shreyas Cinema, Ghatkopar (W), Mumbai-400 086

                      Annual General Meeting: Date and Time: 28th September 2006 At 11.00 A.M.
                      Venue: At Registered Office of the Company

      1. Financial Calendar: (Tentative) Financial reporting for:

    Quarter ending June 30, 2006                     :  On or before July 31, 2006
    Half year ending September 30, 2006         :  On or before October 31, 2006
    Quarter ending December 31, 2006            :  On or before January, 31, 2007
    Year ending March, 31, 2007.                    :  On or before April 30, 2007
    Annual General Meeting for year 2007        :  End of September, 2007
    Date of Book Closure                                 :  In the month of September, 2007

      1. List of Stock Exchanges: Presently the shares of the Company are listed at The Bombay Stock Exchange, Mumbai, Madhya Pradesh Stock Exchange, Indore

    Stock Code: 517514 (Mumbai)

     

      1. Market Price Data: The Stock Market data for the period from April, 2005 to March, 2006 are as below: - [As taken from the website of The Bombay Stock Exchange, Mumbai (BSE)]

    Period

    High (Rs)

    Low (Rs)

    Period

    High (Rs)

    Low (Rs)

    April, 2005

    20.45

    11.70

    October, 2005

    25.95

    16.20

    May, 2005

    18.98

    15.00

    November, 2005

    31.05

    17.45

    June, 2005

    29.83

    17.00

    December, 2005

    27.50

    20.15

    July, 2005

    27.50

    19.45

    January, 2006

    21.80

    18.00

    August, 2005

    34.95

    23.50

    February, 2006

    20.60

    16.90

    September, 2005

    36.55

    25.00

    March, 2006

    27.55

    17.55

     

     

     

      1.        Performance of D & H (India) in comparison to BSE Sensex

     

    1.         Distribution of Shareholding as on March 31, 2006

     

    Nominal value of
    Equity share held (Rs.)

    No of Share Holders

    Share Amount
    In (Rs)

    % of share holding

    Up to 1000

    4226

    41,18,650

    7.34

    1001 to 2000

    1436

    28,44,860

    5.07

    2001 to 3000

    463

    13,60,370

    2.43

    3001 to 4000

    135

    5,31,830

    0.95

    4001 to 5000

    426

    21,17,080

    3.77

    5001 to 10000

    404

    34,58,710

    6.17

    10001 to 20000

    178

    37,36,660

    4.88

    20001 to 30000

    51

    13,24,500

    2.36

    30001 to 40000

    33

    11,21,250

    2.00

    40001 to 50000

    26

    12,37,530

    2.21

    50001 to 100000

    28

    20,34,690

    3.63

    100001 above

    49

    3,32,09,870

    59.2

    TOTAL

    7455

    5,60,96,000

    100.0

    g.              Categories of shareholding as on 31st March, 2006:

    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 Public

    2176720
    0.00

    1373553
    85429
    1973898

    38.803
    0.00

    24.486
    1.523
    35.188

    TOTAL

    5609600

    100.000

    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, 2006, an aggregate of 36,97,190 Equity Shares, which amount to 65.9% 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 office at the following address:

    2nd floor, Alankar Point, Geeta Bhavan Square, Indore (M. P.) – 452 001
    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 (M.P.) 452 015

     

     

     

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