Annual Report 2011-2012 - HCL Infosystems

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11. DISCLOSURES: (i) All related party transactions including those with wholly owned subsidiaries have been reviewed by the Audit Committee and Board of Directors and were found to be in normal course of business and on arm's length basis. The details of related party transactions have been disclosed in Note 54 of the financial statements for the financial year ended 30th June, 2012. (ii) The Company has complied with the requirements of the Stock Exchanges/SEBI/any Statutory Authority on all matters related to capital markets during the last three years. There are no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authorities relating to the above. (iii) A qualified Practicing Company Secretary carried out a Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The secretarial audit report confirms that the issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. (iv) The Company has developed a well-defined Risk Management Framework to track and evaluate all business risks and process gaps. The top management of the Company takes periodic review of the business processes and environment risk analysis reports by the respective business heads. It covers identifying, analysing, planning, monitoring, controlling and preventing risks. (v) The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure 1D to Clause 49 of the Listing Agreement with the Stock Exchanges: (a) The Company has set up an Employees Compensation & Employees Satisfaction Committee. Please see para 4 for further details. (b) The statutory financial statements of the Company are unqualified. (c) The Company has adopted a whistle blower policy to act as a deterrent to malpractices, and to encourage openness, promote transparency, underpin the risk management systems & help protect the reputation of the Company. 12. MEANS OF COMMUNICATION: (i) Quarterly/Half Yearly/Annual Results: The Quarterly, Half Yearly and Annual Results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board. (ii) News Releases: The Quarterly, Half Yearly and Annual Results of the Company are published in the prescribed format within 48 hours of the conclusion of the meeting of the Board in which they are considered, at least in one English newspaper circulating in the whole or substantially the whole of India and in one Vernacular newspaper of the State where the Registered Office of the Company is situated. The quarterly financial results during the financial year 2011-12 were published as detailed below: Quarter Date of Board Meeting Date of Publication Name of the Newspaper (FY 2011-12) 1 3 rd & 4 th November, 2011 5 th November, 2011 The Financial Express & Veer Arjun 2 30 th & 31 st January, 2012 1 st February, 2012 Business Standard & Veer Arjun 3 24 th & 25 th April, 2012 26 th April, 2012 Business Standard & Veer Arjun (iii) Website: The Company's website www.hclinfosystems.com contains a separate section on 'Investors' where the latest shareholders information is available. The Quarterly, Half Yearly and Annual Results are regularly posted on the website. Press releases made by the Company from time to time and presentations made to investors and analysts are displayed on the Company's website. (iv) Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management Discussion and Analysis (MDA) Report forms part of the Annual Report. The Annual Report is also available on the Company's website. (v) Chairman’s Communique: The Highlights of the quarterly financial results along with a message from the Chairman are sent to each shareholder. Printed copy of the Chairman's Speech is distributed to all the shareholders at the Annual General Meetings. (vi) Reminders to Investors: Reminders for unpaid/unclaimed dividend are sent to the Shareholders as per records. 13. GENERAL SHAREHOLDERS’ INFORMATION: (i) Annual General Meeting: Date : Wednesday, 7 th November, 2012 Time : 10:30 A.M. Venue : FICCI Auditorium, 1, Tansen Marg, New Delhi-110001 (ii) The Company follows July to June year end. 42
ANNUAL REPORT 2011-12 (iii) Financial Calendar (Tentative Calendar for the financial year 2012-13) : Adoption of Results for the quarter ending 30 th September, 2012 : 6 th & 7 th November, 2012 Adoption of Results for the quarter ending 31 st December, 2012 : 23 rd & 24 th January, 2013 Adoption of Results for the quarter ending 31 st March, 2013 : 24 th & 25 th April, 2013 Adoption of Results for the year ending 30 th June, 2013 : 28 th & 29 th August, 2013 (iv) Date of Book Closure : 5 th November to 7 th November, 2012 (both days inclusive) (v) Listing on Stock Exchanges : National Stock Exchange of India Limited, Bombay Stock Exchange Limited (vi) Stock Codes/Symbol: National Stock Exchange of India Limited : HCL-INSYS Bombay Stock Exchange Limited : Physical Form - 179 : Electronic Form - 500179 (vii) Market price data: Month Company's Share Price High Low (`) (`) July, 2011 97.80 84.50 August, 2011 86.65 59.90 September, 2011 71.00 58.00 October, 2011 65.65 60.00 November, 2011 67.60 48.10 December, 2011 53.70 38.50 January, 2012 48.50 36.10 February, 2012 51.70 42.35 March, 2012 51.20 42.25 April, 2012 49.00 43.20 May, 2012 45.75 40.10 June, 2012 45.35 39.00 (source : The National Stock Exchange of India Ltd.) (viii) Registrar and Transfer Agents (RTA): Name & Address : M/s. Alankit Assignments Limited, Alankit House, 2E/21, Jhanewalan Extension, New Delhi - 110 055 Contact Person : Mr. J. K. Singla, Senior Manager Phone No. : 91-11-23541234 Fax No. : 91-11-42541967 E-Mail : rta@alankit.com (ix) Share Transfer System: Transfer of dematerialized shares is done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form, the transfer documents can be lodged with Alankit Assignments Limited, the RTA of the Company, at their address mentioned above. Transfer of shares in physical form are normally processed within 10-15 days from the date of receipt, if the documents are complete in all respects. (x) Shareholders’ Referencer: The shareholders' referencer is available on the Company's website. Any shareholder who wishes to obtain copy of the same can send his request to the Company Secretary. 43
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