MANAGEMENT
8. Mr Asoke Kumar Basu
Mr. Asoke Kumar Basu, aged about 59 years, is an Independent and Non-Executive Director of the Company. He is a Bachelor in Engineering (Mechanical) and has 35 years of experience in ferro alloys industry. He has worked with SAIL for 5 years under Alloy Steel Plant in Durgapur for the expansion project. He also has an experience of 12 years in the field of design, operation and maintenance including commissioning of Cement Industries both in India and abroad. Presently he provides the Consultation and Engineering services as a professional in the field of detailed engineering in the Steel and Cement sector.
Nature of family relationships between the directors of the Company:
Mr. Suresh Kumar Patni, the Chairman of the Company is the father of Mr. Rohit Patni and Mr. Ankit Patni. Hence they are relatives as per Schedule IA of the Companies Act, 1956. Except as indicated above none of the directors are related to each other.
There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the directors were selected as director or member of senior management.
Number of equity shares held by the Board of Directors: Name of Directors Number of shares
held % age of Holding No. of Equity Shares Post Issue Post Issue Percentage Shareholding
Mr. Suresh Kumar Patni 1,020,100 2.58 [●] [●]
Mr. Rohit Patni 515,000 1.30 [●] [●]
Mr. Ankit Patni 383,807 0.97 [●] [●]
Mr. Binit Jain NIL NIL [●] [●]
Mr. Kailash Chand Jain NIL NIL [●] [●]
Mr. Jatindra Nath Rudra NIL NIL [●]
[●]
Mr. Jayant Kumar
Chatterjee NIL NIL [●]
[●]
Mr. Asoke Kumar Basu NIL NIL [●]
[●]
Interest of Promoters/ Directors
All the Directors of the Company may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board and its committees and reimbursement of expenses. All the directors may also be deemed to be interested to the extent of equity shares, if any, already held by them and /or by their friends /relatives in the Company that may be subscribed for or allotted to them in the present offer and also to the extent of any dividend payable to them and other distributions in respect of the said equity shares. All the directors may also be deemed to be interested to the extent of normal transactions, if any, with the Company. The Directors may also be regarded as interested in the equity shares, if any, held or that may be allotted to the companies, firms and trust in which they are interested as directors, members, partners and or trustees.
Terms of Employment of the Executive Directors Mr. Rohit Patni – Managing Director of the Company
Mr. Rohit Patni was appointed as the Managing Director of the Company with effect from August 27, 2007 for a period of five years as approved by the Remuneration Committee at its meeting
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held on August 27, 2007 and by the shareholders of the Company at the AGM of the Company held on September 28, 2007.
The Company has entered into an agreement dated September 28, 2007 with Mr. Rohit Patni, pursuant whereto, Mr. Rohit Patni shall be paid a salary of Rs. 3,00,000/- (Rs. Three Lacs only) per month with an authority to the Board of Directors to alter and vary the terms and conditions of the said appointment with respect to further increases in salary from time to time in such a manner as may be agreed to between the Directors and Mr. Rohit Patni.
Major terms & conditions of agreement are as follows:
1. The Managing Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committee thereof from the date of his appointment.
2. During his tenure as Managing Director, Mr. Rohit Patni shall be directly in charge of the overall operations of the Company and will oversee and co-ordinate all other functional areas of the Business.
3. He shall be entitled to all business traveling and related expenses incurred in connection with the Company's interest in line with travel Policy of the Company.
4. Subject to the provisions of the Companies Act, 1956 each party has the right of terminating the appointment upon giving two months notice in writing.
5. If at any time Mr. Rohit Patni ceases to be the Director of the Company for any cause whatsoever, he shall cease to be the Managing Director of the Company.
Mr. Ankit Patni – Joint Managing Director of the Company
Mr. Ankit Patni was appointed as the Joint Managing Director of the Company with effect from August 27, 2007 for a period of five years as approved by the Remuneration Committee at its meeting held on August 27, 2007 and by the shareholders of the Company at the AGM of the Company held on September 28, 2007.
The Company has entered into an agreement dated September 28, 2007 with Mr. Ankit Patni, pursuant whereto, Mr. Ankit Patni shall be paid a salary of Rs. 2,00,000/- (Rs. Two Lacs only) per month with an authority to the Board of Directors to alter and vary the terms and conditions of the said appointment with respect to further increases in salary from time to time in such a manner as may be agreed to between the Directors and Mr. Ankit Patni.
Major terms & conditions of agreement are as follows:
1. The Jt. Managing Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committee thereof from the date of his appointment.
2. During his tenure as Jt. Managing Director, Mr. Ankit Patni shall be directly in charge of the overall operations of the Company and will oversee and co-ordinate all other functional areas of the Business.
3. He shall be entitled to all business traveling and related expenses incurred in connection with the Company's interest in line with travel Policy of the company.
4. Subject to the provisions of the Companies Act, 1956 each party has the right of terminating the appointment upon giving two months notice in writing.
5. If at any time Mr. Ankit Patni ceases to be the Director of the Company for any cause whatsoever, he shall cease to be the Jt. Managing Director of the Company.
Mr. Binit Jain – Executive Director of the Company
Mr. Binit Jain was appointed as the Executive Director of the Company with effect from June 1, 2009 for a period of fifteen months as approved by the Remuneration Committee at its meeting
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held on July 29, 2009 and by the shareholders of the Company at the AGM of the Company held on September 22, 2009.
The Company has entered into an agreement dated July 29, 2009 with Mr. Binit Jain, pursuant whereto, Mr. Binit Jain shall be paid a salary of Rs. 50,000/- (Rs. Fifty Thousand only) per month subject to further increment but in no case shall exceed the limit of 5 (Five) percent of net profit within the meaning of and specified under section 198, 269, 309 & 310 of the Act, during his continuance of this agreement in consideration of the performance of his duties.
Major terms & conditions of agreement are as follows:
1. The Executive Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committee thereof from the date of his appointment.
2. The Executive Director shall not as long as he functions as the Executive Director become Interested or otherwise concerned directly or through his wife or children in any selling or other agency of the company without the prior approval of the Central Government.
3. The Executive Director shall perform all the duties as may be delegated by the Board of Directors, Committee of Directors, Managing Director(s) from time to time subject to the provisions of the Companies Act, Articles of Association of the Company or under any other acts.
4. The Company shall be entitled to terminate the agreement in the event of the Executive Director being guilty of misconduct or such intention to or negligence in the discharge of his duties or in the conduct of the Company's business as the Executive Director or any breach of this agreement which in opinion of the Board renders his retirement from the office of the Executive Director.
5. If before the expiration of this agreement the tenure of the office of the Executive Director shall be determined by reason of reconstruction or amalgamation whether by the winding up of the Company or otherwise, the Executive Director shall have no claim against the Company for damage.
6. Subject to the provisions of the Companies Act, 1956 each party has the right of terminating the appointment upon giving two months notice in writing.
Corporate Governance
The Company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement and circular no. SEBI/CFD/DIL/CG/2004/12/10 dated October 29, 2004 issued by Securities and Exchange Board of India (SEBI.) as amended from time to time.
Committees of the Board
At present, there are three committees constituted by the Board – the Audit Committee, the Remuneration Committee and the Investor Grievance cum Share Transfer Committee. The Board at the time of constitution of each committee fixes the terms of reference for each committee and also delegates powers from time to time. The Board of Directors is committed in its responsibility for all constituents including investors, regulatory authorities and employees. The Company believes that the essence of corporate governance is transparency, accountability, investor protection, better compliance with statutory laws and regulations, value creation for shareholders / stakeholders.
Audit Committee
As per the requirement of Part II of Clause 49 of the Listing Agreement with the BSE and the NSE and Section 292A of the Companies Act, the Company has formed an Audit Committee. The primary role of the audit committee is overseeing the financial reporting process and disclosure of financial information, reviewing the financial statements before submission to the Board, reviewing adequacy of internal control systems and reviewing findings of internal investigations besides recommending appointment/removal of statutory auditors, internal auditors and fixing their
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remuneration. The committee holds discussions with the statutory auditors and internal auditors periodically.
The following non-executive directors of the Company constitute the Audit Committee:
Sr. No. Name of the Director Category Designation
1. Mr. Kailash Chand Jain Independent Director Chairman 2. Mr. Jatindra Nath Rudra Independent Director Member 3. Mr. Jayant Kumar Chatterjee Independent Director Member Mr. Pramod Kumar Jain, the Company Secretary, shall assist the committee in the proceedings. The terms of reference of the Audit Committee are broadly as follows:
a) Oversight (supervision, direction and control) of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
b) To review compliance with internal control systems;
c) To review the findings of the Internal Auditor relating to various functions of the Company; d) To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company
concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors/Internal Auditors;
e) To review the quarterly, half-yearly and annual financial results of the Company before submission to the Board;
f) To make recommendations to the Board on any matter relating to the financial management of the Company, including the Statutory & Internal Audit Reports;
g) Recommending the appointment of Statutory Auditors and the Branch Auditors and also fixation of their remuneration.
The audit committee shall have full access to information contained in the records of the Company and external professional advice, if necessary.
The scope of Audit Committee shall be:
• To investigate any activity within its terms or reference • To seek information from any employee
• To obtain outside legal or other professional advice
• To secure attendance of outsiders with relevant expertise, if it considers necessary. The Audit Committee also has powers as provided in Clause 49A of the Listing Agreement.
Chairman of the Audit Committee shall attend the annual general meetings of the Company to provide any clarifications on matters relating to audit as may be required by the members of the Company.
Remuneration Committee
The following non-executive directors of the Company constitute the Remuneration Committee:
Sr. No. Name of the Director Category Designation
1. Mr. Jatindra Nath Rudra Independent Director Chairman 2. Mr. Kailash Chand Jain Independent Director Member 3. Mr. Jayant Kumar Chatterjee Independent Director Member The terms of reference of the reconstituted Remuneration Committee are as follows:
• To determine and recommend to the Board of Directors the remuneration package of the Managing Director(s) and Whole-time Director(s) including periodicals revisions therein.
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• To approve, in the event of loss or inadequate profit in any year, the minimum remuneration payable to the Managing Director(s) and Whole-time Director(s) within the limits and subject to the parameters prescribed in the schedule XIII to the Companies Act, 1956.
Investor Grievance cum Share Transfer Committee
The following non-executive directors of the Company constitute the Investor Grievance cum Share Transfer Committee:
Sr. No. Name of the Director Category Designation
1. Mr. Jayant Kumar Chatterjee Independent Director Chairman 2. Mr. Jatindra Nath Rudra Independent Director Member 3. Mr. Suresh Kumar Patni Non-Executive Director Member Investor Grievance cum Share Transfer Committee shall have the power to make decisions relating to redressal of Shareholders’ grievances, which includes the duty:
• To review and ensure compliance of statutory provisions of the Companies Act, the guidelines of SEBI and the Stock Exchanges and other statutory requirement relating to transfer and transmission of share/debenture of the Company.
• To review and ensure that the Registrar/Company’s Transfer House implements all statutory provisions as above.
• Approve transfer/transmission of shares/debenture and demat/remat of shares/debentures. • Approve issue of duplicate shares certificates, consolidate/sub-division of shares certificates
on completion of the procedures as may be stipulated.
• Ensure all shareholders queries, grievance and complaints likes transfer of shares, non- receipts of balance sheet, non-receipt of declared dividends etc. are attended and redressed in an expeditious manner.
• Any other matters referred by the Board relating to equity shareholders of the company. Mr. Pramod Kumar Jain, Company Secretary, has been designated as secretary to the committees and as compliance officer to the Company. The Company Secretary has been delegated the authority to approve the requests for transfers/transmission, splits and remat/demat of shares of the Company. The Committee reviews the transfer/demat/remat/transmission/split as approved by the Company Secretary and take note thereof in their subsequent meeting(s).
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