MANAGEMENT DISCUSSION AND ANALYSIS REPORT
REPORT ON CORPORATE GOVERNANCE FOR THE FINANCIAL YEAR ENDED 31.03.2014
The report on Corporate Governance forms part of the Directors Report.
1) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
The essential elements of Corporate Governance are fairness, transparency,
accountability and responsibility to which your Company continues to remain committed. The
Company will endeavor to improve on these aspects on an ongoing basis.
2) BOARD OF DIRECTORS
a) Composition and Category of Directors are as follows:
| Category |
Name of the Directors |
| Promoter/Executive Director |
Shri S V Nagaraja Reddy |
| Non-Executive and Independent Directors |
Shri VSaravanan |
|
Shri P Kamalakar Reddy |
b) Number and the dates on which the Board Meetings were held
Six Board Meetings were held during the last financial year. The dates on which the
meetings were held are 10.05.2013; 27.05.2013; 03.07.2013; 28.09.201310.02.2014;
19.03.2014.
c) Attendance of each Director at the Board Meetings, Last Annual General Meeting and
Number of other Boards / Board Committees in which he is a Member or Chairperson.
| SI No |
Name of the Director |
Attendance Particulars |
No. of other Directorships and Committee Membership /
Chairmanships |
|
|
Board Meetings |
Last AGM |
Other Directorship |
Other Committee Membership |
Other Committee Chairmanship |
| 1 |
SV Nagaraja Reddy |
6 |
No |
3 |
2 |
- |
| 2 |
V Saravanan |
6 |
Yes |
13 |
2 |
2 |
| 3 |
P Kamalakar Reddy |
6 |
No |
10 |
2 |
- |
d) Particulars of Retiring Directors
Shri. V Saravanan retires by rotation at the forthcoming annual general meeting and
being eligible offers himself for re-appointment.
3) AUDIT COMMITTEE
The functioning and terms of reference of the Audit Committee are as prescribed under
section 292A (177 of the Companies Act 2013) of the Companies Act, 1956 and the Listing
Agreement with the Stock Exchanges including their role, powers, duties, quorum and
frequency of the meeting.
The Audit Committee comprises of 3 members viz., S V Nagaraj Reddy, V Saravanan and P
Kamalakar Reddy. V Saravanan acts as Chairman of the audit committee.
During the year, the committee met four times on 27.05.2013; 03.07.2013; 10.10.2013;
20.01.2014. Attendance of each member at the committee meeting was as follows:
| Committee Members |
No. of Meetings attended |
| S V Nagaraja Reddy |
4 |
| V Saravanan |
4 |
| P Kamalakar Reddy |
4 |
4. REMUNERATION COMMITTEE
None of the Directors get any remuneration. No remuneration committee was constituted,
as the same was not required. The Remuneration Committee shall be formed as and when
necessary.
5. SHARE TRANSFER/INVESTORS GRIEVANCE COMMITTEE
The Share Transfer / Investors Grievance Committee comprises of 3 members S V Nagaraja
Reddy, V Saravanan and P Kamalakar Reddy. V Saravanan acts as Chairman of the Committee.
During the year, NIL
| Committee Members |
No. of Meetings attended |
| S V Nagaraja Reddy |
- |
| V Saravanan |
- |
| P Kamalakar Reddy |
- |
As on 31.03.2014, there were no pending share transfers and there are no investor
grievance complaints pending against the company.
6. ANNUAL GENERAL MEETINGS
Locations and time for the last three Annual General Meetings held:
| Year |
Location |
AGM |
Day |
Date |
Time |
No. of Special Resolutions |
| 2010-11 |
Chemudugunta Village Venkatachalam Mandal Nellore-524320. |
AGM |
Wednesday |
28.09.2011 |
12.00p.m |
1 |
| 2011-12 |
Chemudugunta Village Venkatachalam Mandal Nellore-524 320. |
AGM |
Saturday |
29.09.2012 |
4.00 p.m |
1 |
| 2012-13 |
Chemudugunta Village Venkatachalam Mandal Nellore-524320. |
AGM |
Saturday |
28.09.2013 |
4.00 p.m |
1 |
Postal Ballot: No Special Resolution was passed through postal ballot during the
period. No Special Resolution on matters requiring postal ballot is placed before the
shareholders at the forthcoming 30th Annual General Meeting.
7. DISCLOSURE
a) a) During the year ended 31.03.2014, the Company had no materially significant
related party transactions other than those mentioned in the Notes on Accounts as is
envisaged under the Corporate Governance Code that may have potential conflict with the
interest of the Company at large.
b) There has not been any non-compliance, penalties or strictures imposed on the
Company by the stock exchanges, SEBI or any other statutory authority, on any matter
related to capital markets, during last year, except Non-Compliance of Clause 41 of the
Listing Agreements.
c) Currently companys equity shares are suspended from trading in Mumbai Stock
Exchange.
d) The company has laid down procedures to be followed by the members of the Board and
senior management Personnel for ethical professional conduct. A declaration signed by the
Director to this effect is annexed thereto.
8. MEANS OF COMMUNICATION
The Company has not yet started sending the half-yearly report to each shareholder but
if any shareholder seeks any information then the same is provided by the company.
9. GENERAL SHAREHOLDERS INFORMATION
| 1) Date, time and venue of 30th AGM |
Saturday, September 27, 2014, at 3.00 p.m. at Sri Raghava Kalyanamandapam, Door
No.8/529 , Ranganayakulapet, Anakatta Road, Nellore-524 001, Andhra Pradesh |
| 2) Financial Calendar |
Year ending 31 st March 2014 |
| 3) Date of Book Closure |
23.09.2014 to 27.09.2014 (both days inclusive) |
| 4) Dividend payment date |
No Dividend is being recommended |
| 5) Listing on Stock Exchanges |
(i) The BSE Limited |
|
Phiroze Jheejheebhoy Towers, Dalai Street, Mumbai 400 001 Tel:91 -22-22721233/4,
Fax:91 -22-22721919 |
| 6) Listing fees |
Listing Fees not paid |
| 7) ISINNo. |
INE455A01018 |
| 8) Market Price Data Currently our companys equity shares are suspended from
trading in BSE Limited, Mumbai. |
|
| 9) Registrar and Transfer Agents (Common Agency for both physical & electronic
transfers) |
Cameo Corporate Services Limited Subramanian Building, No.1, Club House Road Chennai
600 002. Tel:91 -44-28460390 (6 lines) Fax:91-44-28460129 Email:cameo@cameoindia.com
Website: www.cameoindia.com |
| 10) Share Transfer System |
Presently the share transfers which are received in physical form are processed and
the share certificates are returned within the stipulated period from the date of receipt,
if the documents are clear in all respects. |
| 11) Dematerialisation of shares and liquidity: |
As on 31.03.2014, 71.63 % of the Companys shares representing 37811403 shares were
held in the dematerialised form. The Companys shares are available for trading in the
depository systems of both the National Securities Depository Ltd (NSDL) and Central
Depository Services (India) Ltd (CDSL) |
| 12) Compliance Officer |
S V Nagaraja Reddy, Director Balaji Industrial Corporation Limited
No.9, Bazullah Road, T Nagar, Chennai 600 017. |
| 13) Outstanding GDR/ADR/Warrants or any convertible instruments |
The Company has not issued any GDRs/ADRs/Warrants. |
| 14) Plant Locations |
Unit: Steel Manufacturing Division Chemudugunta Village, Venkatachalam Mandal,
Nellore District. |
| 15) Address for Communication |
Balaji Industrial Corporation Limited Corporate Office: New No.17/1, Old No.9,
Bazullah Road, T Nagar, Chennai 600 017. Phone No.044-28158866 E mail Id:
balajiindcorpltd@gmail.com |
16) Distribution of shareholding as on March 31,2014:
| Share holding of Nominal value of |
Shareholders |
Share Amount |
| Rs. |
Rs. |
Number |
% to Total |
Rs. |
% to Total |
| (1) |
(2) |
(3) |
(4) |
(5) |
| 10 |
5,000 |
6438 |
79.06 |
11924540 |
2.26 |
| 5,001 |
10,000 |
825 |
10.13 |
7221980 |
1.37 |
| 10,001 |
20,000 |
415 |
5.10 |
6859020 |
1.30 |
| 20,001 |
30,000 |
135 |
1.66 |
3556590 |
0.67 |
| 30,001 |
40,000 |
61 |
0.75 |
2221720 |
0.42 |
| 40,001 |
50,000 |
70 |
0.86 |
3305230 |
0.63 |
| 50,001 |
1,00,000 |
88 |
1.08 |
6396680 |
1.21 |
| 1,00,001 and above |
111 |
1.36 |
486335290 |
92.14 |
| Total |
8143 |
100.00 |
527821050 |
100.00 |
17) Categories of Shareholders as on March 31,2014:
Share holding pattern as on 31.03.2014
| SI. No |
Category |
No. of Shares |
% to Total Holdings |
| 1 |
Promoters / Directors / Relatives |
11,089,563 |
21.01 |
| 2 |
Financial Institutions & Banks |
17,168,388 |
32.52 |
| 3 |
Mutual Funds &UTI |
1,717,249 |
3.25 |
| 4 |
FIIs/OCBs |
131,020 |
0.24 |
| 5 |
Public and Private Bodies Corporate |
22,675,885 |
42.98 |
|
Total |
52,782,105 |
100.00 |
The above report was adopted by the Board of Directors at its meeting held on 27th May,
2014.
DECLARATION
It is declared
a) that the company has laid down a code of conduct for all its Board of Directors and
Senior Management Personnel in terms of Listing Agreement.
b) that all the Board members and Senior Management Personnel have affirmed compliance
with the said code for the period April 1, 2013 - March 31, 2014.
S V NAGARAJA REDDY
DIRECTOR (00124414)
Place: Chennai Date : 27th May, 2014
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of Balaji Industrial Corporation Limited
We have examined the compliance of the conditions of Corporate Governance by Balaji
Industrial Corporation Limited, for the year ended on 31.03.2014 as stipulated in Clause
49 of the Listing Agreement of the said Company with the Stock Exchanges.
The compliance of the conditions of Corporate Governance is the responsibility of the
Management. Our examination has been limited to a review of the procedures and
implementations thereof adopted by the company for ensuring compliance with the conditions
of 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, and the representations made by the directors and the management, we certify
that subject to:-
a) non submission of quarterly financial results and limited review reports to stock
exchanges; and the company has complied with the conditions of Corporate Governance as
stipulated in clause 49 of 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 based on the report given by the Registrars of the company to
Investors Grievance Committee, as on 31.03.2014 there were no investor grievance matters
against the company remaining unattended / pending for more than 30 days.
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.
| For M/s. P.A. REDDY & CO |
For M/s. CNGSN & ASSOCIATES |
| Chartered Accountants |
Chartered Accountants |
| Regn No.007368S |
Regn No.004915S |
| P. ASHOK REDDY |
C N GANGADARAN |
| Partner |
Partner |
| Membership No: 023202 |
Membership No: 011205 |
| Place: Chennai |
|
| Date : 27th May, 2014 |
|
+91-9892691696
