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Corporate Governance - Surana Industries |
Shri G. R. Surana, aged 54 years is presently the Chairman of the Company. He belongs to the Business community of Rajasthan. He has been in Banking, Jewellery, Hire Purchase and Leasing Business for 30 years, over 15 years in Steel Trade. He is the Chairman of the group from the beginning. He is also Chairman of Surana Corporation Ltd. He is the founder member of the Surana Group. Along with his three brothers the family business has been growing steadily. He was instrumental in starting the manufacturing activities in the Company. The first steel plant in the company commenced production in 1993. The Company has been making great strides under his able guidance.
Shri Dinesh Chand Surana, aged 41 years is the Managing Director of our Company, promoter from the inception of the company, Joint Managing Director from 1992 - 96 and Managing Director since 1999. He has the experience of 20 years in Steel trading and manufacturing activities. He has been in the family business of Steel and Jewellery for the last Twenty years. He was involved in the Company since inception. He was fully involved in the day to day activities of the Company. He plans the Production, Sales and Marketing and financial arrangements. He has been a key figure in the Company's affairs.
Sh. M. Ramasubramanian, Director - Operation (whole time director) aged 42 years , He has been in this Group for the last twenty years. He is in charge of the Factory. He controls the production at the factory. He has a very wide experience in Steel Rolling Mills. He has been associated with the Company since inception and has been in the process of building up of the factory and its subsequent production activities. He has a thorough knowledge in steel making, its intricacies and he knows the full steel market.
Sh. V. Swami, Director - Finance (Whole Time Director) aged 66 years. He was working in Allahabad Bank for 42 years in various capacities. He was General Manager of Allahabad Bank from April 1988 to June 2000. In 1993 He was holding charge of Chairman and Executive Director for 4 Months. He was working as General Manager in various departments viz., Credit, International Banking, Administration, Management Services, Board Secretariat. During the tenure undergone extensive training in India as well as in Germany and USA. He was also a Guest Faculty at Bank's Training Colleges at Kolkata, Lucknow, Nagpur and Gurgaon. He retired from Allahabad Bank on 30th June, 2000 and thereafter Joined with Surana Industries Limited. I am also registered as advocate of Madras High Court.
Mr. S.R.Muhury, Non executive Independent Director, who retires by rotation and eligible for reappointment. After Graduation, joined in Bank of Baroda in the year 1966 in the clerical cadre. Promoted to Officer cadre in the year 1970. During the tenure he had succssfully achieved all targets. During the year 2001 retired from the Bank as Asst.General Manager.
Mr. M.Thangavelu, Non executive Independent Director, who retires by rotation and eligible for reappointment. Having total experience of about 37 years in various fields of Industry. Worked in Instrumentation Limited, Kota, Rajasthan in the field of Design, Manufature and marketing of process control instruments for 6 years. 3 years in Kerala Government undertaking in Marketing of Electrical Product. Retired as Chief General Manager of SIPCOT, Tamil Nadu, after working for about 24 years. During the tenure with SIPCOT, about 8 Industrial Complexes all over TamilNadu were successfully planned, developed and put into operation. During 1984,1985 and 1987 dupted to West Germany and Singapore by SIPCOT for organising TAmilNadu Stalls in Hannover Fairs in Germany and conducting TamilNadu stalls in Indian Expo at Singapore.
Mr. Krishna Udupa, Non executive Independent Director, who retires by rotation and eligible for reappointment. Joined Punjab National Bank in 1974 as Management Trainee and worked in various position and elevated to the position of Chief Manager in Industrial Finance Branch dealing with big borrowal accounts. From 1992 to 1994 was posted as Senior Vice president of PNB Capital Services Limited. During the tenure engaged in several IPO's & Rights Issues and underwriting support to a number of issues. Finally voluntarily retired from the Bank as Regional Manager.
Dr. B.Samal, Non executive Independent Director, who retires by rotation and eligible for reappointment.Entered into banking industry on 29th May 1969, and held various position such as Executive, Asst. General Manager , Deputy General Manager, General Manager, Executive Director. Appointed as Chairman cum Managing Director of Allahabad bank on 20th April, 2000. Specialised in the areas of Banking- Rural Credit, HRD, Security Related Activities. Special Assignments: Member of Study Group set up by Indian Bank's Association, on working capital finance including Assessment of Maximum Bank Finance. Also occupied as Chairman of Study Group set up by Indian Bank's Association to examine pattern of sharing of expenses of IBA. Seva Ratna awarded by His Excellency Governor of West Bengal. He was Member of Securities Appellate Tribunal, Mumbai.
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Preamble
All Directors and Senior Management must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interest of the Company and its shareholders.
With a view to maintain the high standards that the Company requires, the following rules/ code of conduct should be observed in all activities of the Board for the purpose of the code. This Code of Business Ethics and Conduct helps ensure compliance with legal requirements of business conduct. The Company appoints the company secretary as a compliance officer for the purpose of the code, who will be available to directors and senior management to solve their queries and to help them comply with the code.
Please sign the acknowledgement form at the end of this code indicating that you have received, read, understood and agree to comply with the code of business, Ethics and conduct.
1. Applicability
This code is applicable to the Board of Directors and all employees in and above Officers level (hereinafter collectively referred to as "Director(s) / Employee (s)")
All Director(s) / employees must read and understand this code and ensure to abide by it in their day-to-day activities.
2. Honesty & Integrity:
All Directors/Employees shall conduct their activities, on behalf of the company and on their personal behalf, with honesty, integrity and fairness. All Directors/Employees will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinate. Directors / Employees will act in the best interests of the company and fulfill the fiduciary obligations.
3. Conflict of Interest:
Directors / Employees of the company shall not engage in any business, relationship or activity, which may be in conflict of interest of the company.
Conflicts can arise in many situations, set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential -
Directors /Employees should not engage in any activity/employment that interferes with the performance or responsibility to the company or is otherwise in conflict with or prejudicial to the company.
Directors/Employees and their immediate families should not invest in a company, customer, supplier, developer or competitor and generally refrain from investments that compromise their responsibility to the company.
Directors/Employees should avoid conducting company business with a relative or with a firm/company in which a relative/related party is associated in any significant role. If such related party is unavoidable, it must be fully disclosed to the board or the CFO of the company.
4. Compliance:
Directors/Employees are required to comply with all applicable laws, rules and regulations, both in letter and in spirit. In order to assist the company in promoting lawful and ethical behavior, directors/Employees must report any possible violation of law, rules, regulation or code of conduct to the company secretary.
5. Other Directorships:
The company feels that serving on the board of other companies may raise substantial concern about potential conflict of interest. And therefore, all directors must report/disclose such relationships to the board on an annual basis. It is felt that service on the board of a direct competitor is not in the interest of the company.
6. Confidentiality of Information:
Any information concerning the company's business, its customers, suppliers etc./ which is not in the public domain and to which the directors/Employees has access or possesses such information, must be considered confidential and held in confidence unless authorised to do so and when discloser is required as a matter of law. No director shall provide any information either formally or informally, to the press or any other publicity media, unless specially authorised
7. Media
We should guard against being misquoted and finding ourselves compromised. Our role as individuals is always to tacful and to avoid comment and to pass Enquiries to those who are authorized to respond to them.
8. Accountability to our Stakeholders:
All of those whom we serve, be it our customers, without whom we will not be in business, our shareholders, who have an important stake in our business and the employees, who have a vested interest in making it all happen are our stakeholders. And we must keep in mind at all times that we are accountable to our stakeholders.
9. Shareholders:
The company shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders' rights. The board of directors shall duly and fairly inform its shareholders about all relevant aspects of the company's business, and disclose such information in accordance with the respective regulations and agreements.
10. Prohibition against Short Selling of Company Stock:
No company Director//Employee may, directly or indirectly, involve in short selling any equity security, including derivatives, of the company.
11. Insider Trading.
In Normal course of business, Directors/officers /Employees of the company may come in possession of significant ,price sensitive information." Inside information" gained from the Company or otherwise is the property of the company.Directors/Officers/Employees may not profit from it by buying or selling securities.Further you are not to tip others to enable them profit or for them to profit on your behalf. The misuse of price sensitive information contrary to company policy and applicable laws.
Insider trading rules are strictly enforced even in instances when the financial transactions seen small.
We undertake to comply with insider trading guidelines as issued by SEBI and also undertake to comply with Company's Code of Conduct for Prevention on Insider Trading.
12. Gifts, Donations, fees etc.:
Neither directly nor through family and other connections indirectly, should we solicit any personnel fee, commission or other form of remuneration arising out of transactions involving Company. This includes gifts or other benefits of significant value, which might be extended at times, to influence business- especially during bulk purchase of commodities for the organization or awarding a contract to an agency etc. We are likely to be offered various gifts by vendors/ parties/ agencies and people associated with Company under different wraps or generally on personal celebrations or functions or religious festival etc.,
13. Protection of Assets:
We all are perceived as Trustees of Company's properties, fund and other assets. We owe fiduciary duty to each stakeholder, as their agent, for protecting the Company's assets. We, therefore, must safeguard and protect the Company's assets against any misappropriation, loss, damage, theft, etc., by putting in place proper internal control systems and procedure and effectively insuring the same against any probable fire, burglary, fidelity and any other risk.
To ensure all software used by employees to conduct company business must appropriately licensed . Never make or use or allow usage of illegal or unauthorized copies of any software whether in the office at home or on the road since doing so may constitute copyright infringement and may expose you and the company to potential and civil and criminal liability. In addition use of illegal or unauthorized copies of software may subject the employee to disciplinary action upto and including termination.
14. Corporate Opportunities:
Officers and Directors may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company's Board of Directors and the Board of Directors decline to pursue such opportunity.
15. Industrial Espionage:
It is the Company's policy to lawfully compete in the marketplace. This commitment to fairness includes respecting the rights of our competitors and abiding by all applicable laws in the course of competing. The purpose of this policy is to maintain the company's reputation as a lawful competitor and to help ensure the integrity of the competitive marketplace.
16. Health, Safety & Environment:
Organizational leaders are responsible for ensuring that a conductive environment is created for fellow employees to enable them delivering their best. We all, therefore, are responsible for ensuring human their personal and professional development and enhancing the quality of working life.
The company shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in. The company shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment.
17. Ethical Conduct:
All the directors of the company including its senior personnel shall deal on behalf of the company with professionalism, honesty and integrity, as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by the third parties. Discrimination on the basis of race, sex, religion, age, disability, national origin, or other such factors is explicit violation of this code.
18. Business risks:
It is our responsibility to follow our institutionalized company's Risk Management Framework to identify the business risks that surround our function or area of Operation and to assit in the company - wide process of managing such risks, so that the company may achieve its wider business objectives. All of us should continuosly ask ourselves " What can go wrong and what am I doing to prevent from going wrong.
19. As Board / Management Committee members :
- We undertake to actively participate in meetings of the board, or the committees thereof and the meetings of management committee on which we serve
- We undertake to inform the Chairman of the board of any changes in our other board positions , relationship with other business and other events/circumstances / conditions that may interfere with our ability to perform Board/Board committee duties r may impact the judgment of the Board as to whether we meet the independence requirements of listing Agreement with stock Exchanges.
- We Undertake that without prior approval of the disinterested members of the board , we will avoid apparent conflict of interest. Conflict of interest may exist when we have personal interest that may have a potential that may have potential conflict with the interest of the company at large . Viz.,
- Related Party Transactions : Entering into any transactions or relationship with company or its subsidiaries in which we have a financial or personal interest ( either directly or indirectly such as through a family member or other person or other organization with which we are associated)
- Outside Directorship: Accepting on the Board of any other company that compete with the business of the company.
- Consultancy / business / Employment: Engaging in any activity ( be it in the nature of providing consultancy service, carrying on business , accepting employment) which is likely to interfere or conflict with our duties / responsibilities towards company. We should not invest or associate ourselves in any other manner with any supplier , service provider or customer of the company.
- Use of official Position for our personal gains : We should not use our official position for our personal gains.
20. Violation of this code :
Adherence of professionals to a code of ethics is largely a voluntary matter. However, if any of us not follow this code by engaging in process misconduct, the Board would review the matter and its decision shall be final. The Company reserves the right to take appropriate action against the guity Director (s)/ /Employee(s)
21. Waivers.
Any waiver of any provision of this Code of Business Conduct and Ethics for a member of the Company's Board of Directors or an executive officer must be approved in writing by the Company's Board of Directors and promptly disclosed. The Company's Corporate Counsel must approve waiver of any provision of this Code of Business Conduct and Ethnics in respect of any other employee, in writing.
22. Periodic Review
We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code of Business Ethics and Conduct is subject to modification. This Code supersedes all other such codes, policies, procedures, instructions, practices, rules or written to the extent they are inconsistent. Once in every year or upon revision of this code, every director and Senor Management personnel must acknowledge and execute an understanding of the code and agreement to comply. New directors will sign such a deed at the time when their directorship begins.
Acknowledgement of receipt of Code of Business Ethics and Conduct:
I have received and read the company's Code of Business Ethics and Conduct. I understand the standards and policies contained in the Company's aforesaid code and understand that there may be additional policies or laws specific to my job.
Director's/ Employee's Name:
Signature:
Date:
Please sign and return this form to the Secretarial Department.
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1.Primary objective of the audit committee
The primary objective of the audit committee ( the " committee") of the " Company" is to monitor and provide effective supervision of the management ‘s financial reporting process with a view to ensure accurate, timely and proper disclosures and the transparency , integrity and quality of financial reporting.
The committee oversees the work carried out in the financial reporting process – by the management, including the internal auditors and the independent auditor and notes the processes and safeguards employed by each.
2. Composition
2.1. The Audit Committee shall be comprised of three or more directors as
Members.
2.2. Two- third of the members of audit committee shall be independent directors.
2.3. Each member will be able to read and understand fundamental financial statements. They should be diligent knowledgeable, dedicated, interested in the job and willing to devote a substantial amount of time and energy to the responsibilities of the committee, in addition to Board responsibilities.
2.4. All members of the committee shall be financially literate and at least one member shall have accounting or related financial management expertise.
2.4. The members of the committee shall be elected by the Board of Directors and shall continue until their successors are duly elected.
2.5. The chairman of the Audit Committee shall be an independent director. The Chairman shall be elected by the by the full Board of Directors or by the members themselves, by majority vote.
2.6. In recognition of the time burden associated with the service and, with a view to bringing in fresh insight, the committee may consider limiting the term of the audit committee service by automatic rotation or by other means.
2.7. The Company Secretary shall act as the secretary of the committee.
3.Meeting of audit committee.
3.1. The Audit Committee should meet at least four times in a year or more frequently the circumstances demands/ dictates.
3.2. The time gap of not more than four months shall not elapse between two meetings.
3.3. The quorum shall be either two members or one third of the members of the audit committee whichever is greater.
3.4. There should be minimum of two independent members present during the meeting, out of quorum mentioned in clause 3.3
3.5.The Director Finance, internal auditor, representative of statutory auditor may be present as invitees for the meetings of the audit committee.
3.6. The committee shall meet separately with the CEO and CFO of the Company at such times as are appropriate to review the financial affairs of the Company.
3.7. The Committee shall meet separately with the independent auditors and internal auditors of the Company, at such times as it deems appropriate ( but not less than quarterly) to fulfill the responsibilities of the Audit Committee under this chapter.
4. Powers of Audit Committee.
4.1. The committee is empowered to investigate any activity within its terms of reference.
4.2. The Committee is empowered to seek information from any employee.
4.3. The committee shall obtain outside legal or other professional advice.
4.4. The Committee shall secure attendance of outsiders with relevant expertise, if it considers necessary.
5. Responsibilities of the audit committee.
5.1. The chairman of the audit committee shall be present at Annual General Meeting to answer shareholder queries.
5.2. The Audit Committee may invite such of the executives, as it considers appropriate ( and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may meet without the presence of any executives of the company.
5.3. Provide an open avenue of communication between the independent auditor, internal auditor, and the Board of Directors.
5.4. Confirm and assure the independence of the external auditor and objectivity of the internal auditor.
5.5. Recommending to the Board, the appointment, reappointment and if required replacement or removal of the statutory auditor and the fixation of audit fees.
5.6. Approval of payment to the statutory auditors for any other services rendered by the statutory auditor.
5.7. Overseeing the work of the independent auditor including resolving disagreements between management and the independent auditors regarding financial reporting, for the purpose of preparing or issuing an audit report or related work.
5.8. Review and pre-approve all related party transactions in the company. For this purpose, the committee may designate one member to be responsible for pre-approving related party transactions.
5.9. Review with the independent auditor, the coordination of audit efforts, and the effective use of all audit resources.
5.10. Consider and review with the independent auditor and the management:
- The adequacy of internal controls including computerized Management information systems controls and security;
- Related findings and recommendations of the independent auditor and internal auditor together with the management's responses.
5.11. Consider and if deemed fit, pre-approve all non- auditing services to be provided by the independent auditor to the Company. For the purpose of this clause, " non- auditing services " shall mean any professional service provided to the Company by the independent auditor, other than those in connection with an audit or a review of the financial statements of the Company and includes ( but not limited to).
- Book keeping or other services related to the accounting records of
financial statements of the Company;
- Financial information system design and implementation;
- Appraisal or valuation services, fairness opinions, or contributions -in-
kind reports.
- Actuarial services;
- Internal audit outsourcing services;
- Management functions or human resources;
- Broker or dealer, investment advisor, or investment banking services;
- Legal services and expert services unrelated to the audit ; and
- Any other service that the Board of Directors determines is impermissible.
5.12. Reviewing with the management, the annual financial statements before submission to the board for approval, with particular reference to:
- Matters required to be included in the Directors Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
- Changes, if any, in accounting policies and practices and reasons for the same
- Major accounting entries involving estimates based on the exercise of judgment by management
- Significant adjustments made in the financial statements arising out of audit findings.
- Compliances with listing and other legal requirements relating to financial statements.
- Disclosure of any related party transactions.
- Qualifications in the draft audit report.
5.13. Review and discuss with the management and the independent auditors, the annual audited financial statements and quarterly Unaudited financial statements, including the Companies disclosures under " Management Discussion and Analysis of Financial Condition and Results of Operations" prior to the filing of Company's Annual Report with SEBI.
5.14. Direct the Company's independent auditors to review before filing with SEBI the Company's interim financial statements using professional standards and procedures for conducting such reviews.
5.15. Conduct a post audit review of the financial statements and audit findings, including any significant suggestions for improvements provided to management by the independent auditors.
5.16.Review before release, the unaudited quarterly operating results in the Company's quarterly earnings release.
5.17. Oversee compliance with the requirements of SEBI, for disclosure of auditor's services and audit committee members , member qualifications and activities.
5.18. Review, approve and monitor the code of ethics that the company plans for its senior financial officers.
5.19. Review Management's monitoring of compliance with the Company's standards of business conduct and any other law for the time being in force.
5.20. Review, in conjunction with counsel, any legal matters that could have a significant impact on the Companies financial statements.
5.21. Provide oversight and review at least annually the Company's risk management policies, including its investment policies.
5.22. Review the Company's compliance with employee benefit plans.
5.23. Oversee and review the Company's policies regarding information technology and management information systems.
5.24. If necessary, institute special investigations with full access to all books, records, facilities and personnel of the Company.
5.25As appropriate, obtain advice and assistance from outside legal, accounting or advisors.
5.26. Review its own charter, structure, processes and membership requirements.
5.27.Establish procedures for receiving, retaining and treating complaints received by the Company regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
5.28.Consider and review with the management, internal auditor and the independent auditor:
- significant findings during the year, including the status of previous audit recommendations;
- any difficulties encountered in the course of audit work including any restrictions on the scope of activities or access to required information;
- any changes required in the planned scope of the internal audit plan.
5.29. Report periodically to the Board of Directors on significant results of the forgoing activities.
6. Relationship with Independent and internal auditors.
6.1. The committee has the ultimate authority and responsibility to select, evaluate, and, where appropriate, replace the independent auditors ina accordance with law. All possible measures must be taken by the committee to ensure the objectivity and independence of the independent auditors. These include;
- reviewing the independent auditors’ proposed audit scope, approach and independence;
- obtaining from the independent auditors periodic formal written statements delineating all relationships between the auditors and the company consistent with applicable regulatory requirements and presenting this statement to the Board of Directors;
- actively engaging in dialogues with the auditors with respect to any disclosure relationships or services that may impact their objectivity and independence and/ or recommend that the full Board of Directors take appropriate action to ensure their independence;
- encouraging the independent auditors to open and frank discussions on their judgments about the quality, not just the acceptability, of the company's accounting principles as applied in its financial reporting. This includes such issues as the clarity of the company's financial disclosures, and degree of aggressiveness or conservatism of the company's accounting principles and underlying estimates, and other significant decisions made by the management in preparing the financial disclosure and audited by them;
- reviewing reports submitted to the audit committee by independent auditors in accordance with the applicable SEBI requirements.
6.2. The internal auditors of the company are in the position to evaluate and report on the adequacy and effectiveness of the internal controls. Keeping in view the need for the internal auditors’ independence from management in order to remain objective, a formal mechanism should be created to facilitate confidential exchanges between the internal auditors and the committee, regardless of the irregularities or problems. The work carried out by each of these auditors needs to be assessed and reviewed with the independent and appropriate recommendations made to the Board of Directors.
7. Disclosure requirements.
7.1. The committee charter should be published in the annual report once in every three years and also whenever any significant amendment is made to the charter.
7.2.The committee shall disclose in the company's Annual Report whether or not, with respect to the concerned fiscal year:
- the management has reviewed the audited financial statements with the committee, including a discussion of the quality of the accounting principles as applied and significant judgments affecting the company's financial statements;
- the independent auditors have discussed with the committee their judgments of the quality of those principles as applied and judgments referred to the above, under circumstances;
- the members of the committee have discussed among themselves without the management or the independent auditors being present, the information disclosed to the committee as described above;
- with the committee, in reliance on the review and discussions conducted with the management and the independent auditors pursuant to the requirements above, believes that the company's financial statements are fairly presented in conformity with the applicable Accounting Principles in all material respects; and
- the committee has satisfied its responsibilities in compliance with its charter.
7.3.The committee shall report to shareholders as required by the relevant rules of the SEBI.
8. Review of information by Audit Committee
8.1. The Audit Committee shall mandatorily review the following information:
- Management discussion and analysis of the financial condition and results of operations;
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- Statement of significant related party transactions ( as defined by the audit committee ), submitted by management;
- Management letters / letters of internal control weakness issued by the statutory auditors;
- Internal audit reports relating to internal control weaknesses; and
- The appointment, removal and terms of remuneration of the Chief Internal auditor shall be subject to review by Audit Committee.
9. Delegation of authority
9.1. The committee may delegate to one or more designated members of the committee the authority to pre- approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full audit committee at its scheduled meetings.
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