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Chennai Ferrous Industries Ltd.

BSE: 539011 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE777O01016
BSE LIVE 14:45 | 08 Dec 4.23 0.20
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VOLUME 1007
52-Week high 8.01
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 1.52
Buy Price 3.83
Buy Qty 500.00
Sell Price 4.23
Sell Qty 54.00
OPEN 4.00
CLOSE 4.03
VOLUME 1007
52-Week high 8.01
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 1.52
Buy Price 3.83
Buy Qty 500.00
Sell Price 4.23
Sell Qty 54.00

Chennai Ferrous Industries Ltd. (CHENNAIFERROUS) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting 5th Annual report of the Company togetherwith the financial statements for the year ended 31st March 2015.

Financial Summary:

The financial highlights for the year under review are as follows:

(Amount in Rupees)
Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
Sales - Net 300694893 296694370
Profit / Loss after Interest & Depreciation (165988561) 672840
Current Tax - 609941
Deferred Tax (7138006) (873136)
Profit / Loss after Tax (158850555) 936035
Less Taxation Adjustments of Previous Years - (16966)
Add: Balance of Profit brought from previous year 6607597 5688528
Profit / Loss available for Appropriation (152242958) 6607597
APPROPRIATIONS
Equity Dividend Proposed (Final) - -
Dividend Distribution Tax (Final) - -
Transfer to General Reserve - -
Balance Carried Forward (152242958) 6607597

Company’s performance:

During the year the turnover was Rs. 300694893/- as against Rs.296694370/- for theprevious year. The Profit/(loss) before tax was Rs. (152242958)/- as against the Profitof Rs. 6607597/- for the previous year. No transfer of Profit to the General reservesunder review.

Dividend:

The Board of Directors has not recommended any dividend for the financial year.(Previous year: NIL).

Management Discussion & Analysis:

A detailed analysis on the performance of the industry the Company internal controlsystems risk management policy are provided in the Management Discussion and Analysisreport and form enclosed as Annexure I.

Conservation of Energy Technology absorption and Foreign Exchange Earnings &Outgo:

The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under section 134 (3) (m) of the companiesAct2013 read with the Companies (Accounts) Rules2014 is given in Annexure II and formspart of this Report.

Directors’ responsibility statement:

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorscon! rms that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

(c) the directors had taken proper and suf! cient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Meetings of the Board:

During the year Seven Board meetings were held under review.

Directors:

Mr.Suresh Kedia who retires at this AGM seeks members’ approval for hisappointment as an Independent director of the company.

Mr.Sunil Kumar Singhi was appointed as an Additional Directoron the Board witheffectfrom 31.03.2015 and who holds his of! ce up to this AGM seeks members’ approval forhis appointment as an Independent director of the company.

Ms.V.K.Deepa was appointed as an Additional Directoron the Board witheffect from31.03.2015 and who holds her of! ce up to this AGM seeks members’ approval for herappointment as an Independent director of the company.

Mr.Vishal Bakshi resigned from the directorship effective from21.08.2014.Mr.R.Gopalakrishnan resigned from the directorship effective from 31.03.2015. The Boardplaces its appreciation and thanks to Mr.VishalBakshi and Mr.R.Gopalakrishnanfor theservices rendered during their tenure.

All the Independent Directors have given the declarations pursuant to Section 149(7) ofthe Act af! rming that they meet the criteria of independence as provided in sub section(6).

Key Managerial Personnel (KMP):

Mr.M.S. Govindarajan was appointed as Chief Financial Of! cer (CFO) of the companyeffective from March 31 2015.

Particulars of employees and related disclosures:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Subrules (1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement is enclosed in Annexure III.

Corporate governance:

Your Company is compliant with the Corporate Governance guidelines as prescribed inClause 49 of the Listing Agreement. Detailed report on the compliance and a certi! cate bythe Statutory Auditors forms part of this report as Annexure IV.

Auditors and Auditors’ report:

M/s. Chaturvedi & Company Chartered Accountants Chennai retires at the ensuingAnnual General Meeting and M/s.S. K. Gulecha & Associates Chartered accountantschennai be appointed as the Auditors of the company. There are no quali! cationsreservation or adverse remark or disclaimer made by the auditors in their report and thusthe explanations or comments by the Board does not arise.

Particulars of loans guarantees or investments by the company:

Details of loans guarantees and investments covered under Section 186 of the CompaniesAct 2013 are given in the Notes to the financial statements.

Particulars of contracts or arrangements with related parties:

Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC - 2 as Annexure V.

Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year i.e.March 31 2015) and the date of the Reporti.e. May 29 2015).

Annual return:

The details forming part of the extract of the Annual Return in form MGT-9 is enclosedand marked as Annexure VI.

Remuneration policy:

The remuneration policy of the company is provided in the corporate Governance reportthat forms an integral part of this report.

Secretarial Audit:

M/s.S.Dhanapal Associates a ! rm of Company Secretaries Chennai had been engaged forthe services of Secretarial audit for the financial year 2014-15 pursuant to Section 204of the Companies Act2013 read with Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. The Secretarial audit report in FORM No.MR-3 isenclosed in Annexure VII . The company is taking necessary steps to comply.

Vigil Mechanism/ Whistle Blower Policy:

The company has established a vigil mechanism for directors and employees to reportgenuine concerns pursuant to section 177 of the Companies Act2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and clause 49 of the ListingAgreement.

Deposits:

During the year under review your Company has not accepted any deposits.

Signifi cant and material orders impacting the company:

There are no signi! cant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

Board evaluation:

Aneveluation on the performance of the Board is provided in the corporate Governancereport that forms an integral part of this report.

Corporate social responsibility (CSR):

The company is not covered under section 135 of the Companies Act2013 and formulationof CSR policy and constitution of a CSR committee did not arise.

CEO/CFO certifi cation:

Mr. R.Natarajan Chairman and Managing Director and Mr.M.S. Govindarajan ChiefFinancial Of! cer have certi! ed to the Board in terms of under the Listing Agreement.

Acknowledgement:

Your directors place on record the ! ne efforts of all Executives and Employees of theCompany. Your directors also express their sincere thanks to various Departments ofCentral Government Government of Tamilnadu TNEB State Bank of India the CustomersShareholders and other stakeholders for continuing support and encouragement.

For and on behalf of the Board of Directors
Place: Chennai R.Natarajan.
Date: 29.05.2015 Chairman & Managing Director.

ANNEXURE – I

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Chennai Ferrous Industries Limited is engaged in Sponge Iron manufacture and theopportunities and threats available for the company are brie" y provided below: Steeloccupies a prominent place in Indian manufacturing sectors. Indian Steel Industry has beenriding high on the resurgent economy and rising demand for steel. Rapid rise in productionhas resulted in India becoming the 3rd largest producer of crude steel in 2015 in Worldandthe country continues to be the largest producer of sponge iron or DRI in the world.Indiais the largest producer of sponge iron in the world with the coal based route accountingfor 90% of total sponge iron production in the country.[Source: Ministry of Steel].

In the recent years the demand for Sponge Iron is sluggish. The factors likecontinuous rise in crude Oil prices volatile raw materials prices regional demand &supply imbalances INR depreciation against global currencies and political instability onpolicy reforms have impacted signi! cantly the Indian Sponge Iron manufacturers andresulted sharp fall in demand which ultimately impacted on Profit of the Company duringthe year. This may be improved in future. The high cost and short supply of power in Indiamay hamper the steel industry’s production level. Cheap import of steels productsfrom neighboring countries may result in the lowering prices and making the market highlycompetitive.

The management ! nding to revive the company as the demand for sponge iron productsseems better in the future with economic and Industrial growth.

ANNEXURE – II

INFORMATION UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT2013 READ WITH THE COMPANIES(ACCOUNTS) RULES2014.

A.CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy– NIL. ii. The steps takenby the company for utilizing alternate sources of energy-NIL iii. The capital investmenton energy conservation equipments– NIL

B. TECHNOLOGY ABSORPTION

i. the efforts made towards technology absorption : NIL ii. the bene! ts derived likeproduct improvement cost reduction product development or import substitution : NIL iii.in case of imported technology (imported during the last three years reckoned from thebeginning of the financial year) : NIL iv. the expenditure incurred on Research andDevelopment.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual in" ows during the year and theForeign Exchange outgo during the year in terms of actual out" ows : NIL

ANNEXURE – III

Disclosure of Statement of particulars of remuneration as per Rule 5(1)of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

1 The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:

Ratio is NIL as there is no remuneration was paid to directors

2 The percentage increase in remuneration of each director Chief Financial Of! cerChief Executive Of! cer Company Secretary or Manager if any in the financial year: NIL

3 The percentage increase in the median remuneration of employees in the financialyear: No increase in Remuneration

4 The number of permanent employees on the rolls of company: 5

5 The explanation on the relationship between average increase in remuneration andcompany performance: N.A

6 Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company: N.A

7 Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year: NIL

8 Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justi! cation thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL

9 Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company: NIL

10 The key parameters for any variable component of remuneration availed by thedirectors: NIL 11 The ratio of the remuneration of the highest paid director to that ofthe employees who are not directors but receive remuneration in excess of the highest paiddirector during the year: NIL 12 Af! rmation that the remuneration is as per theremuneration policy of the company: Yes

ANNEXURE – IV A

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF CHENNAI FERROUS INDUSTRIES LIMITED

We have examined the compliance of conditions of Corporate Governance by ChennaiFerrous Industries Limited for the year ended 31st March 2015 as stipulated in Clause 49of the Listing Agreement of the said company with the Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to procedures and implementation thereof adoptedby the Company for ensuring the compliance of the conditions of the corporate governance.It is neither an audit nor an expression of opinion on the financial statements of thecompany. In our opinion and to the best of our information and according to theexplanations given to us and the representations made by the Directors and the managementwe certify that the company has complied with the conditions of Corporate Governance asstipulated in Clause 49 of the Listing Agreement.

We further state that such compliance is neither an assurance as to the futureviability of the company nor the ef! ciency or effectiveness with which the management hasconducted the affairs of the company.

For CHATURVEDI & COMPANY
Chartered accountants
Firm Reg No. 302137E
S GANESAN
Place: Chennai Partner
Date: 29th May 2015 (Membership No: 217119)

ANNEXURE – IV B

REPORT ON CORPORATE GOVERNANCE

(For the Financial Year 2014-15)

1. Company’s philosophy on code of Governance:

Corporate Governance at Chennai Ferrous is based on the principles of equity fairnesstransparency spirit of law and honest communication. We believe that the good CorporateGovernance through accountability integrity and professionalism is the way to enhance thevalue of Shareholders and all other stakeholders which include Suppliers CustomersCreditors Bankers Society and Employees of the Company. We follow the guidelinesmandated in Clause 49 of the Listing Agreement entered into with Stock Exchange and adoptthe principles to suit the changing times and needs of the business society and thenation.

2. I. Board of Directors

A. Board Composition:

The Board has been constituted in conformity with Clause 49 of the Listing Agreemententered into with stock Exchange. The Board of the company has an optimum of executive andnon-executive directors including one women director as under:

Sl. No Name of the Director Executive / Non-Executive Director Promoter / Independent
1. Mr.Kurapati Venkata Ramgopal@ Chairman and Managing Director; Executive Director Non-independent
2. Mr. Vishal Bakshi# Non-Executive Director Independent Director
3. Mr. Suresh Kedia Non-Executive Director Independent Director
4. Mr. Gopalakrishnan$ Non-Executive Director Independent Director
5. Mr. Sunil Kumar Singh& Non-Executive Director Independent Director
6. Mrs. Venkatachalam Kesavan Deepa% Executive Director Non-Independent Director
7. Mr. R.Natarajan* Chairman and Managing Director; Executive Director Non-Independent Director

@ Mr.Kurapati Venkata Ramagopal resigned on 13.08.2014

# Mr.Vishal Bakshi resigned on 21.08.2014

$ Mr.Gopalakrishnan resigned on 31.03.2015 & Mr.Sunil Kumar Singh appointed on31.03.2015

% Ms.Deepa appointed on 31.03.2015

* Mr.Natarajan appointed on 13.08.2014

The Board has a regular executive chairman who is not a promoter of the company andindependent directors more than half of the Board. No Director is related to any otherDirector on the Board in terms of the de! nition of "relative" as Defined inSection 2(77) of the Companies Act 2013.

The Managing Director is not liable to retire by rotation. All the othernon-independent directors retire by rotation and in general seek re-appointment at theAGM. Brief resume of Director seeking reappointment is given in the Notice of the AGM.

All the Independent Directors have given the declarations pursuant to Section 149(7) ofthe Act af! rming that they meet the criteria of independence as provided in sub section(6). No independent director of the Company serves in more than 7 listed companies asIndependent Director and holds of! ce of whole-time director in any listed company.

Letter of Appointments together with the terms thereto were issued to Independentdirectors and have been posted on the Company website.

As required by the Companies Act 2013 and Clause 49 of the Listing Agreement none ofthe directors hold directorship in more than 20 public companies nor membership of boardcommittees (audit/remuneration/investors grievance committees) in excess of 10 andchairmanship of aforementioned committees in excess of 5.

Name of the Directors Number of directorships Committee Memberships and Committee Chairmanship held in other Companies #
Directorships Memberships Chairmanships
Mr.Kurapati Venkata RamGopal - - -
Mr. Vishal Bakshi 2 - -
Mr. Suresh Kedia - - -
Mr. Gopalakrishnan 1 - -
Mr. Sunil Kumar Singh 1 2 -
Mrs. Venkatachalam Kesavan Deepa - - -
Mr.R.Natarajan 1 2 1

B. Board Meetings:

During the year 2014-15 the Board met ! ve times i.e. held on 30.05.2014 04.08.201413.08.2014 21.08.2014 30.08.2014 20.12.2014 14.02.2015 and 31.03.2015 within a timegap of 120 days between two meetings. No Board meeting was conducted through videoconferencing or other audio visual means.

The Annual General Meeting (AGM) was held on 30.09.2014. The attendance records of allDirectors are as under:

Name of the Directors Board Meetings Last AGM Attendance
Held Attended
Mr. Kurapati Venkata RamGopal 7 2 YES
Mr. Vishal Bakshi 7 3 NO
Mr. Suresh Kedia 7 7 YES
Mr. Gopalakrishnan 7 4 NA
Mr. Sunil Kumar Singh 7 - NA
Mrs. Venkatachalam Kesavan Deepa 7 - NA
Mr.R. Natarajan 7 6 NA

@ Mr.Kurapati Venkata Ramagopal resigned on 13.08.2014

# Mr.Vishal Bakshi resigned on 21.08.2014

$ Mr.Gopalakrishnan resigned on 31.03.2015 & Mr.Sunil Kumar Singh appointed on31.03.2015

% Ms.Deepa appointed on 31.03.2015 *Mr.Natarajan appointed on 13.08.2014

II.COMMITTEES OF THE BOARD

The Board has constituted various committees and the details of which are given below:

A. Audit Committee:

The board has an Audit Committee and the composition of the committee is as under:

Name of the members Independent / Non Independent Position
Mr. Sunil Kumar Singh Independent Director Chairman
Mr. Suresh Kedia Independent Director Member
Mr.R. Natarajan Non-Independent Director Member

B. Nomination cum Remuneration Committee:

The Company has constituted a Nomination cum Remuneration Committee and the compositionof the committiee is as under:

Name of the members Independent / Non Independent Position
Mr. Suresh Kedia Independent Director Chairman
Mr. Sunil Kumar Singh Independent Director Member
Mrs. Venkatachalam Kesavan Deepa Non-Independent Director Non-Executive Director Member

Remuneration Policy:

The company has framed a remuneration policy in view of retaining suitable employeeswith remuneration commensurate with size of the company nature the business and nature ofduties and responsibilities of the employee. The Board of the company may ! x remunerationto Directors and KMP on the recommendation of the Nomination and Remuneration committee.

During the year 2014-15 the remuneration has not paid the remuneration to executivedirectors. The Company has not paid any remuneration to the non-Executive Directors andsitting fees:

C. Stakeholders Relationship Committee

The Board has a Stakeholders Relationship Committee. The composition of the committeeis as under.

Director Executive/ Non Executive Position
Mr. Suresh Kedia Non-Executive Director Chairman
Mr. R. Natarajan Executive Director Member
Mrs. Venkatachalam Kesavan Deepa Non-Executive Director Member

Name and designation of compliance offi cer:

Mr. Suresh Kedia

No. of shareholders complaints received Number of complaints not solved to the satisfaction of shareholders Number of complaints pending as on 31.03.2015
Nil Nil Nil

3. DETAILS OF ANNUAL GENERAL MEETINGS:

I. The details of about last three Annual General Meetings are given below:

Year Date Time Venue
2011-12 28.09.2012 10.00 A.M OPG Nagar Periya Obulapuram Village Nagaraja Kandigai Madaharapakkam Road Gummidipoondi - 601201
2012-13 30.09.2013 4.00 P.M OPG Nagar Periya Obulapuram Village Nagaraja Kandigai Madaharapakkam Road Gummidipoondi - 601201
2013-14 30.09.2014 01.00 P.M OPG Nagar Periya Obulapuram Village Nagaraja Kandigai Madaharapakkam Road Gummidipoondi - 601201

Special resolutions passed

Year Special resolutions passed
2011-12 • Nil
2012-13 • Approval of appointment of Mr. Kurapati Venkata Ramgopal as
• Managing Director
• Appointment of Mr.Vishal Bakshi as a Director of the Company
• Appointment of Mr.Suresh Kedia as a Director of the Company
2013-14 • Appointment and Remuneration of Chairman and Managing Director
• Remuneration to Cost Auditor
• Borrowing Powers
• Mortgage of Assets
• Adoption of new set of Articles of Association
• Appointment of Mr.S.Gopalakrishnan as a Director of the Company

4. POSTAL BALLOT:

During the Year No special resolution was passed through Postal Ballot.

8. MEANS OF COMMUNICATION

The Quarterly/Half-Yearly/Annual financial results of the Company are published inTamil Newspaper. The Quarterly/Half-Yearly/Annual financial results and the shareholdingpattern are properly reported with Stock Exchange and are available in the Website stockExchange and the Company’s website www.chennaiferrous.com

Notice of General Meeting including Attendance slip proxy form and polling paper aresent to all the shareholders by Registered Post or Speed post or Courier or through e-mailSystem. Annual Report is sent by Book post or email system or both at the desire ofshareholders.

Further to the compliance of Clause 54 to the Listing Agreement all the basicinformation about the Company is made available in the company’s Website at all timesat no cost for the bene! t of all stakeholders concerned.

9. General shareholder information:

Dates of Book closure 25th September 2015 to 30th September 2015 (both days inclusive).
Date time and venue of Annual General Meeting 30th September2015 at 2.00 p.m. at OPG Nagar Periya Obulapuram Village Nagaraja Kandigai Madaharapakkam Road Gummidipoondi - 601201
Financial Calendar Financial Reporting for the quarter ending
30th June 2015 - Latest by 14th of Aug 2015
30th Sept 2015 - Latest by 14th of Nov 2015
31st Dec 2015 - Latest by 14th of Feb 2016
31st Mar 2016 - Latest by 30th May 2016
Dividend Payment NA
Listing on Stock Exchanges Bombay Stock Exchange Limited
Depository Participant National Securities Depository Limited
Central Depository Services Limited
Stock Code Mumbai Stock Scrip Code no: 539011
Demat ISIN Number In NSDL INE 777O01016
CDSL INE 777O01016
Listing on Stock Exchange (overseas) Nil
Plant Location:
Rolling & Furnace Mills : OPG Nagar Periya Obulapuram Village Nagaraja Kandigai Madaharapakkam Road Gummidipoondi - 601201

Stock market price data

High/Low of monthly Market Price of the Company’s Equity Shares traded on theBombay Stock Exchange; Mumbai during the financial year 2014-15 is furnished below:

Month Open Price (Rs.) High Price (Rs.) No. of Shares
Mar 15 49.99 49.99 212

Share transfer system

Share transfers are registered and returned to the transferees within the statutorytime limit from the Date of receipt if the documents are in order in all respects.

The share transfer committee has met 2 times during the year.

No. of shares received for transfer up to 31.03.2015 is 887 shares and shares pendingfor transfer as on 31.03.2015 is nil.

Registrar and Transfer Agents Cameo Corporate Services Limited
Subramanian Building
No.1 Club House Road
Ph: 044-28460390 (6 lines)
E-Mail: cameo@cameoindia.com

Distribution of share holding

Shareholding of Nominal Value of Share Holders Share Amount
Rs. Number % to Total Shares % to total
( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
10-5000 5041 97.6937 1520610 4.2186
5001-10000 36 0.6976 247650 0.6870
10001-20000 12 0.2325 158660 0.4401
20001-30000 6 0.1162 142110 0.3942
30001-40000 5 0.0968 162630 0.4511
40001-50000 7 0.1356 327870 0.9096
50001-100000 12 0.2325 947140 2.6276
100001 & Above 41 0.7945 32538420 90.2714
Total 5160 100.0000 36045090 100.0000

Share holding pattern as on 31st March 2015

Category No. of Shares Held Percentage of Share holding
A Shareholding of Promoter & Promoter Group +
1 Indian +
- Individuals / Hindu Undivided Family 1026728 28.48
- Bodies Corporate 1029792 28.57
Sub Total [A] [1] 2056520 57.05
2 Foreign
- Bodies Corporate 250000 6.93
- Any other Directors/Relative NRI 250000 6.94
Sub Total [A] [2] 500000 13.87
Total Share Holding of Promoter &
2556520 70.92
Promoter Group {A= [A] [1] +[A] [2]
B Public Shareholding.
!1 !Institutions. 0 0.00
Foreign Institutional Investor 0 0
Sub Total [B] [1] 0 0
2 Non-Institutions.
a. Bodies Corporate 548584 15.22
b. Individuals
I. Individual Shareholders Holding Nominal
Share Capital upto Rs 1 Lakh 191074 5.30
II Individual Shareholders Holding Nominal Share
116545 3.23
Capital in excess of Rs 1 Lakh
c. Any Other.
Foreign Corporate Bodies 125000 3.47
HUF 49275 1.37
Non Resident Indians 15451 0.43
Others 2060 0.06
Sub Total [B] [2] 1047989 29.08
Total Public Shareholding [B] [1]+[B] [2] 1047989 29.08
TOTAL(A+B) 3604509 100.00
Shares held by Custodians and against which
Depository Receipts have been issued (C)
1) Promoter and Promoter Group 0 0.00
2) Public 0 0.00
Total (A) + (B) + (C) 3604509 100

 

No of Holders No of Shares %
NSDL: 1568 2206073 61.20
CDSL: 588 172958 4.80
Physical: 3004 1225478 34.00

Demat of shares:

The physical form of trading is also available to the shareholders. Electronic Holdingby Members comprises of 66.00% (as on 31.03.2015) of the paid up share capital of thecompany held through National. Securities Depository Limited and Central DepositoryServices Limited. The company appointed Cameo Corporate Services Limited as Registrar& Transfer Agent and entered into an agreement for availing depository services.

Investor query/address for correspondence:

The Compliance of! cer Chennai Ferrous Industries Limited OPG Nagar Periya ObulapuramVillage Nagaraja Kandigai Madharapakkam Road Gummidipoondi – 601201

Ph: 044 42919700

Fax: 044 42919719+

E-mail: investor@chennaiferrous.com

Share holders holding shares in electronic mode should address all their correspondenceto:

M/s. Cameo Corporate Services Limited Subramanian Building No.1 Club House RoadChennai- 600 002

Ph: 044-28460390 (6 lines)

E-Mail: cameo@cameoindia.com

For and on behalf of Board of Directors
of Chennai Ferrous Industries Limited
Date: 29.05.2015 R.NATARAJAN
Place: Chennai Chairman & Managing Director

ANNEXURE - V

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 including certain arm’slength transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

(a) Name(s) of the related party and nature of relationship Nil
(All contracts or arrangements or transactions with related partiesare at arm’s length basis).
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances if any:
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the valueif any:

(e) date(s) of approval by the Board

(f) Amount paid as advances if any:

ANNEXURE - VII

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] To The Members

M/s. CHENNAI FERROUS INDUSTRIES LIMITED

1. We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s.CHENNAI FERROUS INDUSTRIESLIMITED (hereinafter called the company). Secretarial Audit was conducted based on recordsmade available to us in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing our opinion/ understandingthereon.

2. Based on our verification of the Company’s books papers minute books formsand returns filed and other records maintained by the company and made available to us andalso the information provided by the Company its of! cers agents and authorizedrepresentatives during the conduct of secretarial audit we on strength of those recordsand information so provided hereby report that in our opinion and understandings thecompany during the audit period covering the financial year ended on March 31 2015appears to have complied with the statutory provisions listed hereunder and also in ourlimited review the Company has proper and required Board processes and compliancemechanism in place to the extent in the manner and subject to the reporting madehereinafter.

We have examined the books papers minutes’ book forms and returns filed andother records maintained by the Company and made available to us for the financial yearended on March 31 2015 according to the applicable provisions of:

i) The Companies Act 2013 (the Act) and the rules made thereunder and the CompaniesAct 1956 and the rules made thereunder as applicable;

ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992(‘SEBI ACT’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India- NotApplicable

ii) The Listing Agreement entered into by the Company with BSE Ltd.

During the period under review the Company has generally complied with the applicableprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept few lapses under FEMA and under Companies Act 2013 relating to filing of e-formsappointment of Independent Directors and conduct of their meeting constitution of AuditCommittee and Nomination and Remuneration Committee appointment of Company Secretaryappointment of Internal Auditor website disclosures performance appraisal of directorsBoard and Committees related party transactions and passing of resolution under section180(1)(a) of Companies Act 2013 otherwise than postal ballot.

We further report that subject to the above the related documents that we have comeacross depict that: The Board of Directors of the Company is constituted as applicablewith proper balance of Executive Directors and Non-Executive Directors and the changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clari! cations on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that based on our limited review there appear adequate systems andprocesses in the company commensurate with the size and operations of the company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.

We further report that during the audit period the company has sought the approval ofits members for following major items:

• Appointment of Director Mr.S.Gopalakrishnan;

• Remuneration to Cost Auditor Mr.R.Sankararaman for the financial year 2014-15;

• Borrowing money where the money to be borrowed together with the money alreadyborrowed may exceed the paid up capital and free reserves of the company but shall notexceed Rs. 100 Crores under Section 180(1)(c) of the Companies Act 2013;

• Creating / modifying any mortgage hypothecation or other charge or encumbranceover the whole or substantially the whole of the Company’s undertaking and propertiesand assets of the Company which borrowings and facilities together with the existing onesshall not exceed an aggregate limit of Rs. 100 Crores under Section 180(1)(a) of theCompanies Act 2013;

• Adoption of new set of Articles of Association

We further report that our Audit was subjected only to verifying adequacy of systemsand procedures that are in place for ensuring proper compliance by the Company and we arenot responsible for any lapses in those compliances on the part of the Company.

For S Dhanapal & Associates
S. Dhanapal
(Sr. Partner)
Place: Chennai FCS 6881
Date: 29.5.2015 CP No. 7028

ANNEXURE - A

To

The Members

M/s. CHENNAI FERROUS INDUSTRIES LIMITED

Our report of even date it to be read along with this supplementary testimony.

Maintenance of secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

We have followed the audit practices and processes that were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theveri! cation was done on a test basis to ensure that correct facts are re" ected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion. We have not veri! ed the correctness and appropriatenessof financial records and Books of Accounts of the Company.

Where ever required we have obtained Management representation about the compliance oflaws rules and regulations and happenings of events etc.

The Compliance of the provisions of Corporate and other applicable laws rules andregulations standards is the responsibility of management. Our examination was limited tothe veri! cation of procedures on test basis.

The Secretarial Audit is neither an assurance as to the future viability of the companynor of the ef! cacy or effectiveness with which the management conducted the affairs ofthe Company.

For S Dhanapal & Associates
S. Dhanapal
(Sr. Partner)
Place: Chennai FCS 6881
Date: 29.5.2015 CP No. 7028

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