|
CORPORATE GOVERNANCE
(Forming part of Directors' Report for the financial year ended
31st March, 2008)
1. Company's Philosophy on Code of Governance
The Company follows the theme of changing in tune with times to
continue the race without any major hurdle and attempts to cover
all aspects of reporting in transparent and fair manner keeping
the basic principles of good corporate governance.
2. Board of Directors
Composition, Attendance & Information of other Directorships/Committee
Memberships
The Board of Directors comprises of six members consisting of four
independent non-executive directors having experience in business,
finance etc. The attendance during the financial year 2007-2008
and composition of the Board of Directors is as under:
| Name of the Director |
Category
|
No. of other Directorships*
|
No.of other Board Committee(s)
** in which he is |
Attendance at last
AGM held on 23.06.2007 |
Attendance at Board
Meetings |
| Member |
Chairman |
|
Mr. Adarsh Kanoria
|
Promoter-Executive |
4 |
--- |
--- |
Yes |
4 |
|
Mr. Radhe Shyam Saraogi
|
Executive |
--- |
--- |
--- |
No |
1 |
|
Mr. Golam Momen
|
Independent-Non-Executive |
12 |
14 |
1 |
Yes |
4 |
|
Mr. Supriya Gupta
|
-do- |
12 |
8 |
3 |
Yes |
4 |
|
Mr. Dhirendra Kumar
|
-do- |
12 |
1 |
1 |
Yes |
3 |
|
Mr. Samveg A. Lalbhai
|
-do- |
9 |
2 |
2 |
No |
2 |
* Also includes directorships other than Public Limited Companies.
** Also includes committees other than Audit & Shareholders/Investors
Grievance Committees.
Meetings
During the Financial Year 2007-2008, the Board of
Directors met four times on the following dates: 28.04.2007, 27.07.2007,
31.10.2007 and 21.01.2008.
Information about the Directors seeking re-appointment
Mr. Supriya Gupta, aged about 72 years, retires at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.
Mr. Gupta, 1st Class B.A. (Hons.), CAIIB, a renowned name in banking
sector, is an expert of financial field. He has also served at the
top-most level of few banks. Mr. Gupta is a Non-Executive Independent
Director of the Company and does not hold any equity share of the
Company.
Mr. Gupta also hold the Directorships/Committee Memberships of
the following other companies:
|
SL No.
|
Name of the Company |
Committee Membership |
|
1
|
Hindustan National Glass & Industries Ltd.
|
-----
|
|
2
|
Kanoria Chemicals & Industries Limited
|
1. Audit
Committee 2. Finance Committee
|
|
3
|
Kirti Vardhan Finvest & Services Limited
|
-----
|
|
4
|
NABIL Bank Limited, Kathmandu
|
1.
Audit Committee 2. Credit Committee
|
|
5
|
Upper Ganges Sugar & Industries Ltd.
|
Audit Committee
|
|
6
|
Indessa Gases Private Limited
|
------- |
|
7
|
Adhunik Metaliks Limited
|
Audit Committee
|
|
8
|
Star Paper Mills Ltd.
|
------- |
|
9
|
Stone
India Limited |
Audit Committee |
|
10
|
Ramkrishna
Forgings Ltd. |
Audit
Committee |
|
11
|
Pantheon Data Services Pvt Limited
|
------- |
|
12
|
Budge Budge Company Ltd.
|
------- |
3. Audit Committee
Terms of Reference
The role and power of the Audit Committee includes:
-
Oversight of the Company's financial reporting process and
disclosure of its financial information to ensure that the financial
statements are correct, sufficient and credible.
-
Recommendation in respect of appointment, re-appointment and
removal of statutory & internal auditors, fixation of audit
fees and approval for payment for any other services rendered
by statutory & internal auditors.
-
Review of the quarterly and annual financial statements before
submission to the Board.
-
Review and discussions with statutory and internal auditors,
in respect of the internal control/audit systems, internal audit
reports, management letters of internal control, weaknesses,
adequacy of internal control systems and improvement therein.
-
Review of findings/observations of the internal auditors into
matters of irregularity or suspected fraud and reporting the
matter to the Board.
-
To look into the reasons for substantial defaults in the payment
to the depositors, debenture holders, creditors and shareholders
(in case of non-payment of declared dividend).
-
To seek information from any employee, access to records of
the company and investigate any activity relating to financial
matters.
-
To seek outside legal and/or professional advice.
-
Pre-audit and post-audit discussions with statutory auditors
to ascertain the nature, scope and any specific area of concern.
- Review of management discussion and analysis of financial condition
and results of operations and statements of related party transactions.
Composition, Meetings & Attendance
| Name of the Member |
Category |
No. of Meetings attended |
Dates on which Meetings held |
|
Mr. Supriya Gupta (Chairman)
|
Independent
& Non-Executive |
4 |
28.04.2007 27.07.2007 31.10.2007 21.01.2008
|
|
Mr. Golam Momen
|
- do - |
4 |
|
Mr. Dhirendra Kumar
|
- do - |
3 |
4. Remuneration Committee
Terms of Reference
Remuneration Committee has been constituted to approve and determine
the policy of the Company on specific remuneration packages for
the Executive Directors. The terms and conditions governing the
appointment/remuneration of the Executive Directors are approved
first by the Remuneration Committee and then the same are considered
by the Board of Directors and finally placed for the approval of
the Shareholders.
Composition, Meetings & Attendance
| Name of the Members |
Category |
No. of Meetings attended |
Dates on which Meetings held |
|
Mr. Supriya Gupta (Chairman)
|
Independent & Non-Executive |
1 |
28.04.2007.
|
|
Mr. Golam Momen
|
- do - |
1 |
|
Mr. Dhirendra Kumar
|
- do - |
1 |
Remuneration Policy
The Non-Executive Directors are being remunerated by way of fees
of Rs. 5,000/- for attending each meeting of Board and Rs. 3,000/-
for attending each meeting of Audit Committee, Shareholders/Investors
Grievance Committee, Remuneration Committee and Project Monitoring
Committee. As per the terms of the respective appointments, the
Executive Directors are not entitled for any such meeting fees,
incentives fixed/linked with the performance, severance fees, stock
options etc.
Remuneration to Directors paid during the financial year 2007-2008 and other disclosures
| Name of the Director |
Salary (Rs.) |
Benefits(Rs.) |
Contribution to PF, Gratuity and other Funds(Rs.)
|
Meeting Fees (Rs.) |
Service Contract/ Tenure |
Notice Period |
No. of shares held |
|
Mr. Adarsh Kanoria
|
16,50,000/- |
3,46,742/- |
5,74,978/- |
--- |
01.01.2008 to 31.12.2010 |
3 Months * |
512137
|
|
Mr. Radhe Shyam Saraogi
|
6,75,000/- |
3,03,898/- |
4,13,019/- |
--- |
01.01.2008 to 31.12.2010 |
3 Months |
---
|
|
Mr. Golam Momen
|
---
|
---- |
|
38,000/-
|
NA |
NA |
750
|
|
Mr. Supriya Gupta
|
---
|
---- |
|
38,000/-
|
NA |
NA |
---
|
|
Mr. Dhirendra Kumar
|
---
|
---- |
|
27,000/-
|
NA |
NA |
---
|
|
Mr. Samveg A Lalbhai
|
---
|
---- |
|
13,000/- |
NA |
NA |
---
|
* Subject to discretion of Board to agree to shorter notice.
5. Shareholders/Investors Grievance Committee
The Shareholders/Investors Grievance Committee is being headed
by Mr. Golam Momen, an Independent Non-Executive Director of the
Company. Mr. Nitin Bagaria, Company Secretary, is the Compliance
Officer of the Company. The Company received 13 complaints during
the financial year 2007-2008, which were resolved/replied to the
satisfaction of the shareholders within due time. No complaint was
pending as on 31st March, 2008.
6. General Body Meetings
The details of last three Annual General Meetings (AGMs) are as
under:
| |
Date of Meeting |
Venue |
Time |
|
22nd AGM
|
30.07.2005
|
Kalakunj, 48, Shakespeare Sarani, Kolkata- 700 017
|
10.30 A.M.
|
|
23rd AGM
|
22.07.2006
|
Kalakunj, 48, Shakespeare Sarani, Kolkata- 700 017
|
10.30 A.M
|
|
24th AGM
|
23.06.2007
|
Kalakunj, 48, Shakespeare Sarani, Kolkata- 700 017
|
10.30 A.M.
|
The Shareholders passed the Special Resolutions set out in the
respective notices of the 23rd and 24th AGMs. No Special Resolution
was proposed in 22nd AGM. No Special Resolution was put through
Postal ballot in the last year.
7. Disclosures
During the year under review, the Company had not entered into
any materially significant transaction with any related party that
may have potential conflict with the interests of the Company at
large. The transactions with related parties, in normal course of
business, have been disclosed separately in the Notes on Accounts.
No penalties, strictures have been imposed by any Stock Exchange,
SEBI and/or any other statutory authority, on any matter related
to capital markets, during last three years.
Although, the Company has not formulated Whistle Blower policy,
being a non-mandatory requirement, but no personnel has been denied
access to the senior management/audit committee.
The details of compliance with mandatory requirements and adoption
of the non-mandatory requirements of the Clause 49 of the Listing
Agreement, as applicable during the financial year ended 31st March,
2008, are as under:
Mandatory requirements
| Sl. No. |
Particulars of Compliance
in respect of applicable following matters |
Compliance Status |
Remarks, if any |
| |
|
|
|
|
I
|
Board of Directors |
Yes |
|
|
II
|
Audit Committee |
Yes |
|
|
III
|
Subsidiary Companies |
Not Applicable |
The Company has no Subsidiary |
|
IV
|
Disclosure requirements |
Yes |
|
|
V
|
CEO / CFO Certification |
Yes |
|
|
VI
|
Report on Corporate Governance |
Yes |
|
|
VII
|
Compliance |
Yes |
|
Non-Mandatory requirements adopted by the Company
- The Board has constituted Remuneration Committee, comprising
of three Independent Non-Executive Directors, to determine remuneration
of Executive Directors.
-
The Financial Statements are free from any Audit Qualifications.
8. Means of Communication
The quarterly results of the Company are generally published in
"Business Standard" and "Arthik Lipi /Kalantar"
and displayed on the website of the Company namely www.bengaltea.com.
During the year under review, the official news had also been displayed
on the website but no presentation was made to institutional investors
or analysts.
9. General Shareholder information
|
Annual General Meeting :
|
|
|
Saturday, 5th July, 2008
10.30 A.M.
Kalakunj
48, Shakespeare Sarani
Kolkata 700 017
|
|
Financial Calendar
|
|
|
1st April 2007 to 31st March, 2008
|
|
Date of Book Closure
|
|
|
28th June 2008 to 5th July 2008 (Both days inclusive)
|
|
Dividend Payment Date
|
|
|
After 5th July, 2008 but before 4th August, 2008 if declared
at AGM
|
|
Listing on Stock Exchanges & Stock Code
|
|
|
|
Bombay Stock Exchange Limited,
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai 400 001
(Stock Code - 532230)
|
The Company has paid the listing fees for the financial year 2008-2009.
The equity shares of the Company has been delisted from Calcutta
Stock Exchange Association Limited w.e.f. 25.03.2008..
|
Market Price Data and Number of Shares traded at Bombay Stock
Exchange Ltd during the Financial Year 2007-2008
|
| |
|
| |
Apr |
May |
Jun |
Jul |
Aug |
Sept |
Oct |
Nov |
Dec |
Jan |
Feb |
Mar |
|
High
|
28.35 |
26.25 |
24.50 |
24.40 |
23.90 |
28.00 |
24.75 |
26.70 |
41.00 |
52.90 |
26.35 |
23.90 |
|
Low
|
22.60 |
23.20 |
21.75 |
21.30 |
19.85 |
21.50 |
19.00 |
19.00 |
23.35 |
23.35 |
20.15 |
16.80 |
|
Volume
|
159425 |
80553 |
64741 |
95181 |
149944 |
334008 |
134586 |
234383 |
889214 |
731996 |
109339 |
123317 |
| |
|
|
|
|
Performance in comparison to broad based indices::
|
31.03.2008
|
31.03.2007
|
Change (%)
|
|
Share prices of BTFL (Rs.):
V/s BSE Sensex
|
20.55
15644.44
|
24.00
13072.10
|
(-) 14.38%
(+)19.68%
|
| |
|
|
|
|
Registrar & Share Transfer Agents :
|
C.B.Management Services (P) Ltd.
P-22, Bondel Road, Kolkata 700 019
Tel No. 2280-6692/93/94
Fax No. 2287-0263
E-mail. cbmsl1@cal2.vsnl.net.in
|
| |
|
|
Share Transfer System :
|
The Transfer of Shares is effected by the Registrars after
necessary approval. The process of Share Transfer generally
takes 2 weeks.
|
Distribution of Shareholding as on 31st March, 2008
| Sl.No. |
Category of Shareholders
(No.of Shares Held) |
No.of Shareholders
|
Percentage of Shareholders |
No.of Shares Held |
Percentage of Holding |
| 1 |
Upto 50
|
10987 |
76.19% |
531183 |
5.90% |
|
2
|
51- 100
|
1391 |
9.65% |
132672 |
1.48% |
|
3
|
101-500
|
1508 |
10.46% |
398135 |
4.42% |
|
4
|
501-1000
|
283 |
1.96% |
229212 |
2.54% |
|
5
|
1001-2000
|
125 |
0.87% |
191966 |
2.13% |
|
6
|
2001-3000
|
38 |
0.26% |
96556 |
1.07% |
|
7
|
3001-4000
|
12 |
0.09% |
43198 |
0.48% |
|
8
|
4001-5000
|
19 |
0.13% |
86440 |
0.96% |
|
9
|
5001-10000
|
19 |
0.13% |
146392 |
1.63% |
|
10
|
10001 & above
|
38 |
0.26% |
7150231 |
79.39% |
|
|
Total
|
14420 |
100.00% |
9005985 |
100.00% |
Shareholding Pattern as on 31st March, 2008
| Sl.No. |
Category |
No.of Shares Held |
Percentage of Holding |
|
I
|
PROMOTERS (constituting GROUP as per MRTP
Act, 1969)
|
|
|
|
1
|
Mr.
Adarsh Kanoria |
512137 |
5.69% |
|
2
|
Mr.
Basudeo Kanoria |
546250 |
6.07% |
|
3
|
Mrs.
Pushpa Devi Kanoria |
349335 |
3.88% |
|
4
|
Mrs.
Shubha Kanoria |
350000 |
3.88% |
|
5
|
Master
Kushagra Kanoria |
---- |
--- |
|
6
|
Miss
Aanvi Kanoria |
--- |
--- |
|
7
|
Master
Varenya Kanoria |
--- |
--- |
|
8
|
Other
Relatives/Individuals |
--- |
--- |
|
9
|
Eskay
Udyog Limited |
1023675 |
11.37% |
|
10
|
Rydak
Enterprises & Investment Limited |
1806720 |
20.06% |
|
11
|
Samrat
Industrial Resources Limited |
1833606 |
20.36% |
|
12
|
Kanoria
Exports (Private) Limited |
--- |
--- |
|
13
|
Other
Companies |
--- |
--- |
|
14
|
Family/Charitable/Beneficial
Trusts and HUFs' |
--- |
--- |
|
Sub-total (I)
|
6421723 |
71.31% |
|
II
|
NON PROMOTERS
|
|
|
|
|
|
|
|
| 1 |
Institutional
Investors (Financial Institutions, Insurance Companies, Banks,
Mutual Funds etc) |
134432 |
1.49% |
| 2 |
Body
Corporates (other than above) |
368667 |
4.09% |
| 3 |
Resident
Public |
2001365 |
22.22% |
| 4 |
NRIs'
/ Foreign Nationals |
7034 |
0.08% |
| 5 |
The
Official Trustee of West Bengal |
11520 |
0.13% |
| 6 |
Clearing
Members |
61244 |
0.68% |
| |
Sub-total (II)
|
2584262 |
28.69% |
|
|
|
|
|
|
|
Grand Total (I) + (II)
|
9005985 |
100.00% |
| |
|
|
Dematerialisation of Shares :
|
The equity shares of the Company are under the list of "compulsorily
delivery in dematerialised form by all investors" and
the ISIN allotted by NSDL and CDSL is INE665D01016. About
21.43% of the total equity shares have been dematerialised
upto 31st day of March, 2008. The shares are regularly traded
at BSE.
|
| |
|
|
Outstanding GDR/ADR/Warrants
or any Convertible instruments
|
Nil
|
| |
|
|
Plant Locations :
|
Ananda Tea Estate, North Lakhimpur, Assam 787 056
Asarwa Mills, Asarwa Road, Ahmedabad 380 016
|
| |
|
|
Address for correspondence :
|
Share-related queries/correspondences
Registrar & Share Transfer Agents - Address as above
Or
The Company Secretary
Bengal Tea & Fabrics Limited
4th Floor, Century Towers, 45 Shakespeare Sarani, Kolkata-
700 017
TelefaxNos.: 2283-6416/17
E-mail : investor@bengaltea.com
Website : www.bengaltea.com
|
| |
|
| |
For & on behalf of the Board
|
| |
|
|
Kolkata
|
Adarsh Kanoria
|
|
Dated, the 5th day of May, 2008
|
Chairman
|
|
Declaration
|
| |
I hereby declare that all Board Members and Senior Management
Personnel have affirmed compliance with the Code of Conduct
of the Company.
|
| |
For Bengal Tea & Fabrics Limited
|
| |
|
| Kolkata |
Adarsh Kanoria
|
|
Dated, the 5th day of May, 2008
|
Managing Director
|
|
