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REPORT ON CORPORATE GOVERNANCE:1. The Company’s Philosophy on Corporate GovernanceThe 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 :-
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| Name of Director | Promoter Group Brief Particulars |
Category |
| 1. Shri V.K. Sureka | He is a graduate and an Industrialist having35 years’ experience in the Steel Industry.He joined the Board as promoter director w.e.f. 30th January, 2004 and was appointed as an honorary Managing Director w.e.f. 1st August, 2005. | Executive |
| Independent | ||
| 2. Shri Vijay Gupta | He is in business having 19 years’ working experience in steel Industry and joined the Board as an independent director w.e.f. 20th June, 1994. | Non-executive |
| 3. Shri Deepak Kumar Garg | He is in service having 11 years’ working experience in Steel Industry and joined the Board as an independent director w.e.f. 10th March, 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 |
(ii) Board Meetings and attendance
Fourteen 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. | 04.04.2006 | 5 | 2 |
| 2. | 19.04.2006 | 5 | 2 |
| 3. | 30.06.2006 | 5 | 3 |
| 4. | 06.07.2006 | 5 | 2 |
| 5. | 31.07.2006 | 5 | 3 |
| 6. | 10.08.2006 | 5 | 3 |
| 7. | 05.09.2006 | 5 | 3 |
| 8. | 30.09.2006 | 5 | 2 |
| 9. | 10.10.2006 | 5 | 2 |
| 10 | 30.10.2006 | 5 | 3 |
| 11 | 29.11.2006 | 5 | 3 |
| 12 | 04.01.2007 | 5 | 3 |
| 13 | 31.01.2007 | 5 | 3 |
| 14. | 20.02.2007 | 5 | 3 |
| 15. | 28.02.2007 | 5 | 3 |
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 Meeting attended |
Attendance at the last AGM held on 29.09.05 |
Number of Directorships in other Public Ltd. Companies |
Number of Committee positions held in other companies |
| Shri V. K. Sureka | Executive | 11 | No | 2 | - |
| Shri Vijay Gupta | Non-Executive | 3 | No | - | - |
| Shri Deepak Kr Garg | Non-Executive | 14 | No | 5 | 4 |
| *Shri K.M. Pai | Non-Executive | 5 | Yes | 3 | 2 |
| Shri Yogesh Mathur | Non-Executive | 6 | No | 4 | 3 |
| **Shri Puneet Saraf | Non-Executive | 1 | NA |
*Ceased to be a director w.e.f. 20.02.2007
**Appointed Director w.e.f. 20.02.2007
3. Audit Committee
The Audit Committee was Constituted in accordance with the code of Corporate Governance which presently consists three non-executive directors Shri Deepak Kumar Garg,, Shri Yogesh Mathur and Shri Puneet Saraf w.e.f. 20.02.2007 on cessation of Shri K. M. Pai as director, with Shri Deepak Kumar Garg as its Chairman.(i) The terms of reference of the Audit Committee are as per the guidelines set out in clause no. 49 of the listing agreement with the Calcutta 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 | 10-08-2006 | 30-10-2006 | 30.01.2007 |
| Shri Deepak Kumar Garg | Yes | Yes | Yes | Yes | Yes |
| Shri K.M. Pai | Yes | Yes | Yes | Yes | No |
| Shri Yogesh Mathur | Yes | No | No | 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. 250/- for attending Board Meeting is paid to each of the Directors, who are not paid any remuneration.Since Shri V. 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.
(i) Sitting fees paid to Directors for meetings of the Board/Committee :-
Name of Director |
Amount (Rupees). |
| Shri V.K. Sureka | 2750/- |
| Shri Deepak Kumar Garg | 3500/- |
| Shri Vijay Gupta | 750/- |
| Shri Yogesh Mathur | 1500/- |
| Shri K.M Pai | 1250/- |
| Shri Puneet Saraf | 250/- |
| Total | 10000/- |
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 ofConduct 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 constituted on 26th December 2002, 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 which presently consists of two Non-executive directors namely Shri Deepak Kumar Garg as Chairman and Shri Puneet Saraf as a member who took over from Sh. K. M. Pai w.e.f.20.02.2007 on cessation of Sh. K. M. Pai as director.Shri Deepak Kumar Garg has been nominated as the Compliance Officer.
| Number of pending transfers | NIL |
| Number of Shareholders’ Complaints received | NIL |
| Number of Complaints Not solved | NIL |
8. General Body Meetings
Details of Location and time of holding of last three AGMsAGM for the financial Year ended |
Venue |
Date |
Time |
| 2003-2004 36th AGM |
12,Dr. U.N Brahmachari Street Kolkata | 30.09.2003 | 10.00 A.M |
| 2004-2005 37th AGM |
12,Dr. U.N Brahmachari Street Kolkata | 30.09.2004 | 10.00 A.M |
| 2005-2006 38th AGM |
Room No. 107, 1st Floor, Anand Jyoti Building, 41, Netaji Subhas Road, Kolkata-700001 |
29.09.2005 | 10.00 A.M |
9. Brief Resume of Directors seeking re-appointment
1. Shri Deepak Kumar Garg :-
Shri Vishnu Kumar Sureka is a graduate and an Industrialist having 34 years’ experience in the Pipe Industry. He was appointed as a director of the Company on 30th January, 2004. He is liable to retire by rotation at the ensuing Annual General Meeting and ,being eligible, offers himself for re-appointment.2. Shri Vijay Gupta :-
Shri Vijay Gupta is in business having 19 years’ experience in Steel Industry. He was appointed as a director on 20th June 1994. 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 Companywith 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 orSEBI or any statutory authority as well as non-compliance of any matter related to the capital markets during the last three year.
11. Means of Communication
The quarterly, half yearly and yearly results are published in English in widely circulating“The Financial Express” and in Bengali in “Kalantar” from Kolkata .
12. General Shareholder information
| AGM : Date, time and venue | 39th AGM to be held on 25th August,
2007 at 12.00 Noon at Room No.107, 1st Floor, Anand Jyoti Building, 41, Netaji Subhas Road, Kolkata-700001 |
| • Financial Calendar (Tentative) | |
| Results for quarter ending June 30, 2007 | 31st day of July, 2007 |
| Results for quarter ending September 30, 2007 | Last week of October, 2007 |
| Results for quarter ending December 31, 2007 | Last week of January, 2008 |
| Results for quarter ending March 31, 2008 | Last week of April, 2008 |
| • Date of Book closure | 21st August, 2007 to 25th August, 2007 (both days inclusive) |
| • Stock Code – Physical Demat ISIN Number for NSDL and CDSL. |
29150 on Calcutta Stock Exchange INE063F01019 |
| • High/low of market price of the Company’ shares traded on the Stock Exchange during the financial period ended 31st March, 2007 | The shares were traded during the financial
year 2006-07.as per transactions on Calcutta Stock Exchange
at Rs. 64.50 per share being the High/Low price through out
the year |
| • 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 Demat mode, the procedure is adopted as stated in Depositories Act, 1996. |
Category |
Nos. of Shares |
Percentage |
| Promoters | 23,28,330 | 46.76 |
| Persons acting in concert | - | - |
| Mutual Funds and UTI | - | - |
| Banks, Financial Institution & Insurance Companies. | - | - |
| FII’s | - | - |
| Private Corporate Bodies | 9,14,180 | 18.36 |
| Indian Public | 17,36,390 | 34.88 |
| NRIs/ OCBs | - | - |
| Total | 49,78,900 | 100.00 |
Distribution of shareholding as on 31st March, 2007
Nos. of Shares |
Folios |
Amount |
||
| From- To (1) |
Number (2) |
% to Total (3) |
Rs. (4) |
% to Total (5) |
| 1 - 500 | 533 | 75.50 | 14,89,900 | 2.99 |
| 501 - 1000 | 16 | 2.27 | 1,16,150 | 0.23 |
| 1001 - 2000 | 13 | 1.84 | 2,07,000 | 0.41 |
| 2001 - 3000 | 6 | 0.85 | 1,59,000 | 0.32 |
| 3001 - 4000 | 19 | 2.69 | 7,16,000 | 1.44 |
| 4001 - 5000 | 9 | 1.27 | 4,23,000 | 0.85 |
| 5001 - 10000 | 33 | 4.67 | 24,82,000 | 4.99 |
| 10001 to above | 77 | 10.91 | 4,41,95,950 | 88.77 |
| Total | 706 | 100.00 | 4,97,89,000 | 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 during the financial year ended on 31st March, 2007.| KOLKATA DATED : 24th JULY, 2007 |
-SD- V .K. Sureka Managing Director |
ANNEXURE TO THE REPORT OF THE DIRECTORS :
CERTIFICATE FROM AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF COROPORATE GOVERNANCE
ANNEXURE-A
To the Shareholders of the Sri Narayan Rajkumar Merchants Ltd.We have examined the compliance of conditions of Corporate Governance by Sri Narayan Rajkumar Merchants 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.
| NEW DELHI DATED: 30th June, 2007 |
FOR SALARPURIA & PARTNERS CHARTERED ACCOUNTANTS KAMAL KUMAR GUPTA PARTNER |
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