VISA Steel Limited Annual Report 2007-08

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The Company periodically identifies,assesses and monitors risks associated withproject implementation, foreign exchangefluctuation, processes and systems, statutorycompliances and HR policies.Finance & Banking CommitteeIn addition to the above Committees, your Company has a Finance & Banking Committee withpowers to approve strategies, plans, policies and actions related to corporate finance. TheCommittee currently comprises the following Directors:Mr.Maya Shanker Verma, Chairman - Independent DirectorMr.Arvind Pande- Independent DirectorMr.Pradip Kumar Khaitan- Independent DirectorMr.Vikas Agarwal- Non-executive DirectorMr.Vishal Agarwal- Managing DirectorA meeting of the Committee was held during 2007-08 on 31 October 2007, which was attended byMr.Maya Shanker Verma and Mr.Vishal Agarwal.Selection CommitteeIn terms of Section 314(1B) of the Companies Act, 1956 and Director’s Relatives (Office or Place ofProfit) Rules 2003, for selecting and appointing employees, who are relatives of the Directors andcarrying monthly remuneration exceeding Rs.50,000, your Company has a Selection Committeein place. The role of the Committee is also to determine the remuneration and revisions to thesame and making periodic recommendations to the Board on their performance. The Committeecomprises the following Independent Directors,Mr.Maya Shankar Verma, Chairman - Independent DirectorMr.Arvind Pande- Independent DirectorMr.Debi Prasad Bagchi- Independent DirectorMr.Pradip Kumar Khaitan- Independent DirectorA meeting of the Selection Committee was held on 30 January 2008 which was attended byMr.Maya Shankar Verma, Mr.Debi Prasad Bagchi and Mr.Pradip Kumar Khaitan.III. SUBSIDIARY COMPANIESThe Company has one subsidiary company, M/s.Ghotaringa Minerals Limited. However, as per theprovisions of Clause 49 of the Listing Agreement, this Company is not material non-listed subsidiarycompany and hence the provisions of the clause does not apply.The Company had entered into a Joint Venture Agreement with Baosteel Resources Co. Ltd. andVISA Comtrade AG on 17 August 2007 for setting up a 100,000 TPA Ferro Chrome Plant in Orissa.The Joint Venture Company, titled “VISA BAO Limited” has been incorporated on 1 February 2008and has become a subsidiary of VISA Steel Limited w.e.f. 23 May 2008.IV. DISCLOSURESrELATED PARTY TRANSACTIONSRelated Party transactions, as specified under Clause 49 of the Listing Agreement is placed beforethe Audit Committee. A comprehensive list of Related Parties and their transactions as required byAS-18 issued by the Institute of Chartered Accountants of India, forms part of Note 14, Schedule 17to the Accounts in the Annual Report.Disclosure of Accounting TreatmentThe accounting treatment in the preparation of financial statements is in line with that prescribed bythe Accounting Standards u/s 211(3C) of the Companies Act, 1956.CODE OF CONDUCTThe Code of Conduct applicable to Directors and Senior Management, as approved by the Board ofDirectors is available on the website of the Company – www.visasteel.com. All Directors and SeniorManagement Personnel have affirmed compliance with the Code and a declaration signed by theManaging Director is given below:“I hereby confirm that, the Company has obtained from all the members of the Board and SeniorManagement, affirmation that they have complied with the Code of Conduct for Directors and SeniorManagement in respect of the financial year 2007-08.”KolkataVishal Agarwal28 May 2008 Managing DirectorRISK MANAGEMENTThe Company periodically identifies, assesses and monitors risks associated with projectimplementation, foreign exchange fluctuation, processes and systems, statutory compliances, HRpolicies etc. The Internal Auditor conducts periodical audits and reports to the Audit Committee at itsmeetings on the adequacy of the procedures.DETAILS ON USE OF PROCEEDS FROM PUBLIC ISSUESAs required under Clause 49 of the Listing Agreement, details of use of public issue proceeds areplaced before the Audit Committee at its meetings on a quarterly basis.REMUNERATION OF DIRECTORSAll details of remuneration to Directors have been disclosed above.The details of the shares held by the non-executive Directors as on 31 March 2008 are as givenbelow:Name of DirectorNo. of shares heldMr.Maya Shanker Verma 1,017Mr.Arvind Pande ---Mr.Debi Prasad Bagchi ---Mr.Shanti Narain ---Mr.Pradip Kumar Khaitan ---Mrs. Saroj Agarwal 70,100 *Mr.Vikas Agarwal 20,100 *Mr.Vivek Agarwal 20,100 ** Beneficial interest of these shares vests with VISA International Limited.Annual Report 2007-0855
Corporate Governance is the spirit with whicha company competitively operates in the globalenvironment and is the way in which a companyconducts itself and reinforces the perception inthe eyes of the stakeholders.Details of Directors appointed / re-appointedDetails of Directors being appointed / re-appointed, have been disclosed in the Notice for the AGM,i.e. a brief resume, nature of expertise in specific functional areas, names of directorships andcommittee memberships and their shareholding in the Company.Means of communication- Quarterly resultsWhich newspapers normally published inAny website, where displayedWhether it displays official news releases- Presentation to investors / analysts:are they available on the website- Whether Shareholder Information Report - Yesforms part of the Annual Reportgeneral body meetingsCurrent AGM, date, time and venue:- Business Standard- Sambad (Oriya)- www.visasteel.com- Yes- Will be made available as and when madeThe forthcoming Annual General Meeting will be held on Tuesday, 29 July 2008 at 12.30. p.m. atJayadev Bhawan, Ashok Nagar, Unit II, Bhubaneswar 751 001.Location and time, where last three AGMs held:Year Location Date TimeWhether specialresolutions passed2006-07 IDCOL Auditorium,IDCOL House, Ashok Nagar,Near Indira Gandhi Park,Unit – II,Bhubaneswar 751 00130 July 2007 12.30 p.m. No2005-062004-05IDCOL Auditorium,IDCOL House, Ashok Nagar,Near Indira Gandhi Park,Unit – II,Bhubaneswar 751 00111, Ekamra Kanan,Nayapalli,Bhubaneswar 751 01529 July 2006 11.00 a.m. No1 August 2005 10.30 a.m. YesPostal Ballot- Whether resolutions were put through postal ballot last year : NO- Details of voting pattern : N.A.- Person who conducted the postal ballot exercise : N.A.- Whether any resolution is proposed to be conducted through postal ballot : N.A.- Procedure for postal ballot : N.A.Details of non-compliance by the company, penalties or strictures imposed on the company byStock Exchange or SEBI or any statutory authority, on any matter related to capital markets,during the last three years.There are no penalties or strictures imposed on the Company by SEBI or Stock Exchange or anystatutory authority on any capital market issue during the last 3 years.Details of compliance with mandatory requirements and adoption of non-mandatoryrequirements of this clause.Your Company is in compliance with all the mandatory requirements of this clause and withregard to the non-mandatory requirements, your Company already has a RemunerationCommittee in place. The Company also issues Investor & Press Releases on a quarterly basis,subsequent to the publication of the financial results, which are sent to the Stock Exchanges andare available on the website of the Company. Other non-mandatory requirements shall be put inplace, as and when considered and approved by the Board.Certificate from the Auditors regarding compliance of the conditions of Corporate Governancestipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed herewith.Annual Report 2007-0857
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Page 62 and 63: Ghotaringa Minerals LimitedSCHEDULE
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VISA Steel Limited Annual Report 2007-08

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