VISA Steel Limited Annual Report 2007-08

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Corporate Governance is a six prongedadoption of the tenets of transparency, ethics,empowerment, accountability, disclosuresand equity, and fairplay in dealings with thestakeholders.details of board meeting and attendanceDate of Board Meeting City No. of Directors Present18 June 2007 Kolkata 830 July 2007 Bhubaneswar 831 October 2007 New Delhi 74 December 2007 Kolkata 1030 January 2008 Kolkata 831 March 2008 New Delhi 8details of remuneration paid to board of directorsA. Non-Executive DirectorsName of the DirectorSitting Feespaid 1Commissionpayable 2Totalpayments paid/payable in2007-08No. of BoardMeetings(Rs.) (Rs.) (Rs.) Held AttendedAttendedLast AGM 3Mr.Maya Shanker Verma 180,000 568,182 748,182 6 6 YesMr.Arvind Pande 60,000 227,273 287,273 6 2 NoMr.Debi Prasad Bagchi 230,000 852,272 1,082,272 6 6 YesMr.Pradip Kumar Khaitan 90,000 255,682 345,682 6 3 NoMr.Shanti Narain 200,000 596,591 796,591 6 6 YesMrs.Saroj Agarwal 120,000 --- 120,000 6 6 YesMr.Vikas Agarwal 90,000 --- 90,000 6 3 YesMr.Vivek Agarwal 190,000 --- 190,000 6 5 YesTotal 1,160,000 2,500,000 3,660,000Note:1 During 2007-08, sitting fees were paid @ Rs.20,000 per Board Meeting and Rs.10,000 per Committee Meeting, i.e.Audit, Share Transfer & Investor Grievance, Finance & Banking, Remuneration and Selection Committees.2 Commission is paid out of profits of the Company for the relevant financial year, not exceeding 1% of net profits,to Directors (other than Whole-time Directors of the Company and the Group). Commission is calculated based onweightage given to the attendance at Board and Committee meetings.3 Annual General Meeting was held on 30 July 2007B. Executive DirectorsMr.VishambharSaranMr.VishalAgarwalRelationshipwith otherDirectorsBusinessrelationship with theCompany, if anyAllelements ofremunerationpackage,i.e. salary,benefits,bonuses, etc.(Rs.)Remuneration paid during 2007-08Fixedcomponent &performancelinkedincentives,alongwithperformancecriteriaServicecontracts,noticeperiod,severancefeeStock optiondetails, ifanySee Note (a) Chairman 13,419,091 See note (b) See note (c) See note (d)See Note (a) Managing Director 10,005,933 See note (b) See note (c) See note (d)a) Mr.Vishambhar Saran is the husband of Mrs.Saroj Agarwal and father of Mr.Vishal Agarwal, Mr.Vikas Agarwal andMr.Vivek Agarwal. Other than this, none of the other Directors are in any way related to any other Director.(b) Mr.Vishambhar Saran, Chairman and Mr.Vishal Agarwal, Managing Director are entitled to a performance linkedincentive in the form of commission not exceeding Rs.4,050,000 and Rs.2,700,000 respectively for 2007-08, i.e. notexceeding 9 months’ basic salary. The Company has internal norms for assessing performance of its ExecutiveDirectors which is done by the Board.(c) The Board of Directors, had, at the meeting held on 4 December 2007 approved the re-appointment ofMr.Vishambhar Saran as Wholetime Director, designated as Chairman, subject to the approval of shareholders ofthe Company for a period of 3 years effective 15 December 2007. This appointment may be terminated by eitherparty by giving 1 month’s notice in writing and no severance fee is payable.The Board of Directors, had, at the meeting held on 28 May 2008 approved the re-appointment of Mr.Vishal Agarwalas Managing Director for a period of 3 years effective 25 June 2008. The appointment may be terminated by eitherparty by giving 1 month’s notice in writing and no severance fee is payable.Mr.Basudeo Prasad Modi has been appointed Deputy Managing Director for a period of 3 years effective 1 April2008. The appointment may be terminated by either party by giving 1 month’s notice in writing and no severance feeis payable.d) The Company currently does not have any scheme of stock options for its Directors or its employees.(e) Mr.Vishambhar Saran, Chairman and Mr.Vishal Agarwal, Managing Director were present in all the 6 BoardMeetings held during 2007-08 as well as the Annual General Meeting held on 30 July 2007. Mr.Basudeo PrasadModi attended the meeting of the Board of Directors held on 31 March 2008 as an invitee, at which he wasappointed as Deputy Managing Director effective 1 April 2008.II. Board committeesAUDIT COMMITTEEThe Audit Committee comprises 6 directors, all non-executive directors, out of which 4 areindependent directors, details given as under:Mr.Debi Prasad Bagchi, Chairman - Independent DirectorMr.Maya Shanker Verma- Independent DirectorMr.Arvind Pande- Independent DirectorMr.Shanti Narain- Independent DirectorMr.Vikas Agarwal- Non-executive DirectorMr.Vivek Agarwal- Non-executive DirectorAnnual Report 2007-0851
At VISA Steel Limited, CorporateGovernance practices aim atachievement of corporate goalsby the integration of individual andfunctional targets.All members of the Audit Committee are financially literate and possess requisite accounting orfinancial management expertise.The Company Secretary acts as Secretary to the Committee. The powers, role and terms ofreference of the Committee are as per Clause 49 of the Listing Agreement and the Committeereviews information as prescribed under Clause 49 at its meetings. The broad terms of reference ofthe Audit Committee are:1. Overseeing the Company’s financial reporting process and disclosure of financial information toensure that the financial statements are correct, sufficient and credible.2. Reviewing with the management the internal control systems, internal audit functions,observations of the auditors, periodical financial statements before submission to the Board.3. Recommendation of matters relating to financial management and audit reports.4. The Committee is authorised to investigate into matters contained in the terms of referenceor referred / delegated to it by the Board and, for this purpose, has full access to information /records of the Company including seeking external professional support, if necessary.During the year 2007-08, the Committee met four times on 18 June 2007, 30 July 2007, 31 October2007 and 30 January 2008 and the details of attendance by the Committee members are as givenunder:Name of DirectorHeldNo. of meetingsAttendedMr.Debi Prasad Bagchi 4 4Mr.Maya Shanker Verma 4 4Mr.Arvind Pande 4 --Mr.Shanti Narain 4 4Mr.Vikas Agarwal 4 2Mr.Vivek Agarwal 4 4Share Transfer and Investor Grievance CommitteeThe Share Transfer and Investor Grievance Committee comprises the following Directors:Mr.Arvind Pande, Chairman- Independent DirectorMr.Debi Prasad Bagchi- Independent DirectorMr.Arvind Pande- Independent DirectorMr.Shanti Narain- Independent DirectorMr.Vivek Agarwal- Non-executive DirectorMr.Vishal Agarwal- Managing DirectorThe primary function of the Committee is to supervise and ensure efficient transfer of shares, issueof new / duplicate share certificates, dematerialisation & rematerialisation of shares and speedyredressal of investor grievances.As on 31 March 2008, over 99.77% of the Company’s shares are in dematerialised form and theshares are compulsorily traded on the stock exchanges in the dematerialised form.During the year 2007-08, the Committee met four times on 18 June 2007, 30 July 2007, 31 October2007 and 30 January 2008 and the details of attendance by the Committee members are as givenunder:Name of DirectorHeldNo. of meetingsAttendedMr.Arvind Pande 4 --Mr.Debi Prasad Bagchi 4 4Mr.Shanti Narain 4 4Mr.Vivek Agarwal 4 4Mr.Vishal Agarwal 4 4Details of shareholders’ complaints are given in the “Shareholder Information” section of the AnnualReport.The Company Secretary is also the Compliance Officer of the Company.Remuneration CommitteeThere is a Remuneration Committee in place with roles, powers and duties, to be determined bythe Board from time to time. The Committee recommends appropriate compensation packages forDirectors and Executive Officers to retain best available personnel for key positions and provideperformance based incentives. At the meeting held on 30 January 2008, the Board of Directorshad expanded the scope of the Remuneration Committee to include powers related to issuance ofESOP / ESPS to employees, finalisation & administration of proposed Schemes etc. The Committeecomprises the following Directors:Mr.Arvind Pande, Chairman- Independent DirectorMr.Debi Prasad Bagchi- Independent DirectorMr.Pradip Kumar Khaitan- Independent DirectorMr.Vikas Agarwal- Non-executive DirectorMr.Vivek Agarwal- Non-executive DirectorTwo meetings of the Committee were held on 4 December 2007 and 31 March 2008 and the detailsof attendance by the Committee members are as given under:Name of DirectorHeldNo. of meetingsAttendedMr.Arvind Pande 2 2Mr.Debi Prasad Bagchi 2 2Mr.Pradip Kumar Khaitan 2 2Mr.Vikas Agarwal 2 1Mr.Vivek Agarwal 2 1Annual Report 2007-0853
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VISA Steel Limited Annual Report 2007-08

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