| |
Shareholders' Information
| ANNEXURE
TO DIRECTORS' REPORT
REPORT ON CORPORATE GOVERNANCE
1. Company's
Philosophy on Code of Governance:
The
Company fully subscribes to the framework for corporate governance as prescribed
by the code. The Company has set the implementation of Corporate Governance system
to ensure transparency, accountability and responsibility in all areas of operations.
The Company strongly believes that it should develop the desired minimum framework
by adopting the best governance practices so as to protect and achieve enhanced
value for all its stakeholders i.e. shareholders, employees, consumers and society
in general. The
objective of the Company is not only to meet the statutory requirements but also
to go beyond by instituting systems and procedures in accordance with the latest
global trend of making management completely transparent and institutionally sound.
2. Board
of Directors
(i) Composition
The Board of Directors of the Company
comprises 8 Directors with a mix of executive and non-executive independent Directors.
The composition of Board is compliant with the requirements of sub Clause (I)(A)
of Clause 49- i.e., one third of the directors are non-executive independent directors.
The Board headed by a Non-Executive Chairman, 6 Non- Executive Independent Directors
and 1 whole Time Director in the form Director as on 31st March, 2005.
Composition, Category, Other Directorships, Other Committee Positions held by
the Directors as on 31st March, 2005.
| Name | Category | Other
Directorships in Public Limited Companies incorporated in India | Other
Committee Positions as % |
| Chairman
|
Member | | Shri
Naresh Chaturvedi* | Chairman
(Non-Executive Independent Director) | 6 | - | - |
| Dr.
R.K.D. Shah | Non-
Executive Independent Director | - | - | - |
| Shri
E.I. Thomas | ---do--- | 1 | - | - |
Shri
L. K. Dash
(Nominee - LIC) | ---do--- | - | - | - |
Shri
Sushobhan Sarker
(Nominee - LIC) | ---do--- | 1 | - | - |
Shri
A. R. Manna
(Nominee - GIC) | ---do--- | - | - | - |
| Shri
Hemant Kanoria** (Nominee - SREI) | ---do--- | 7 | - | 4 |
| Shri
S. Radhakrishnan# | Managing
Director | 3 | - | - |
*
Appointed w.e.f. 31st July, 2004, in place of Shri S.K. Chaturvedi.
** Ceased to be Director w.e.f. 4th October, 2005.
#
Designated
w.e.f. 6th September, 2004 as Managing Director.
# Only the other Committee positions held in audit, in Remuneration
and shareholders Grievance Committee in Indian Public Limited Companies
are considered.
| (ii)
Board Meeting
The Board of Directors of the Company met six times during
the year 2004-2005.
The Board meetings during the financial year 2004-2005
were held on 30th April, 2004, 31st July, 2004, 4th September, 2004, , 11th October,
2004, 2nd December, 2004, 30th December, 2004, 28th January, 2005 and 19th March,
2005.
(iii) Attendance of Directors
Attendance of Directors
at the Board Meetings held during 2004-2005 and at the last Annual General Meeting
(AGM)
| Name
of Directors | No.
of Meetings attended out of 6 Board Meetings held during (2003-2004) |
Whether
Attended last AGM held on 24th September, 2003 |
| Shri
Naresh Chaturvedi 1 | 7 | Yes
| | Shri
S.K.Chaturvedi 2 | 1 | Not
Applicable | | Dr.
R. K. D. Shah | 8 | Yes
| | Shri
E. I. Thomas | 8 | Yes
| | Shri
A. R. Manna | 7 | Yes
| | Shri
Hemant Kanoria 3 | 5 | Yes
| | Shri
L .K. Dash | 6 | Yes
| | Shri
Sushobhan Sarker | 7 | Yes |
| Shri
S. Radhakrishnan | 8 | Yes
| 1-
Ceased to be Director w.e.f. 31st July, 2004.
2-
Appointed w.e.f. 30th April, 2003.
3- Appointed
w.e.f. 30th January, 2004. |
3.
Audit Committee
3.1
Composition:
a)
The Audit Committee (the Committee) of the Company existing since May 1997 and
later re-constituted in terms of Sub Clause II (A) (a) of Clause 49 II of the
Listing Agreement comprised of four non- executive Directors with Dr. R. K.D.
Shah as Chairman, Shri E. I. Thomas, Shri A. R. Manna and Shri Sunil Kumar Chaturvedi,
as Members. b)
On resignation of Shri Sunil Kumar Chaturvedi, Director on 31st July, 2004, the
Committee was re-constituted vide Board Resolution dated 31st July, 2004 comprising
Dr. R. K.D. Shah as Chairman, Shri E. I. Thomas, Shri A. R. Manna and Shri Sushobhan
Sarker as Members. Shri L.K.Dash was inducted to the Committee as member vide
Board Resolution dated 19th March 2005. Shri A.R.Manna, qualified Chartered accountants
and Shri Sushobhan Sarker, Executive Director of LIC have the requisite knowledge
of finance and accounts. c)
Shri Chiranjib Das, Secretary and Manager (Legal & Admn) of the Company acts
as Secretary to the committee.
3.2
Terms of Reference
The
terms of reference of the Committee include the matters specified in sub clause
II (C ) & (D) of Clause 49 of the Listing Agreement and are approved by the Board.
The Committee acts as a link between the Statutory and the Internal Auditors and
the Board of Directors of the Company. The Committee is authorised to select and
establish accounting policies, to review reports of the Statutory and the Internal
Auditors and to meet them to discuss their findings, suggestions and other related
matters. The Committee is empowered to review the remuneration payable to the
Statutory Auditors. The
Committee Meetings were attended by the Managing Director as an invitee. The Manager
(Internal Audit), Head (Finance & Commercial) and the Statutory Auditors also
attended the meetings as and when invited. The minutes of the Audit Committee
meetings were circulated to the Board, discussed and taken note of.
Attendance
of Members at the Meetings of the Audit Committee held during 2003-2004
aSeven meetings
were held during the period on 30th April, 2004; 31st July, 2004; 11th October,
2004; 2nd December, 2004; 28th January, 2005; 21st February, 2005 and 18th March,
2005.
| Members
| Meetings
Attended | | Dr.
R. K. D. Shah | 7 |
| Shri
Sunil Kumar Chaturvedi | 1 |
| Shri
A. R. Manna | 6 |
| Shri
E. I. Thomas | 6 |
| Shri
Sushobhan Sarker | 2 |
b)Dr.
R. K. D. Shah, the Chairman of Audit Committee has attended the last Annual General
Meeting of the Company held on 30th December, 2004. 4.
Remuneration Committee
a) The Remuneration Committee, in terms of sub clause III of Clause 49 of the
Listing Agreement of the Company was constituted on 28th August, 2003 and later
re-constituted vide Board Resolution dated 31st July, 2004 comprising of Shri
L.K.Dash as Chairman, Shri A. R. Manna and Dr. R. K. D. Shah as members. The terms
of reference of the Remuneration Committee is to recommend to the Board salary,
perquisites and commission to be paid to the Company's Managing Director (MD),
to finalize the perquisites within the overall ceiling fixed by the Board and
retirement benefits to be paid to the MD. The Remuneration Committee also functions
as the Compensation Committee as per SEBI Guidelines on Employees' Stock Option
Scheme (ESOS). The Company, however, at present has not introduced ESOS.
b) The Remuneration Committee met once during 2004-2005 on 21st February, 2005.
Shri L.K.Dash, Chairman of the Remuneration Committee, Shri A. R. Manna and Dr.
R.K.D. Shah, members were present at the meeting.
c) All decisions
on remuneration to Executive and Non-Executive Director(s) are taken by the Board
of Directors and approved by the members at the general meeting. The Managing
Director is paid remuneration as per the terms of appointment as approved by the
Board of Directors and members of the Company. The remuneration structure of the
Managing Director comprises salary, incentives, perquisite and allowances, contributions
to provident fund, Superannuation/ Annuity fund and Gratuity. Such amount paid/payable
to the Managing Director for the financial year ended 31st March, 2005 is as under:
-
| | | Amount
in Rs. | | | | Shri
S.Radhakrishnan | | 1. | Salary
| 434949.00 |
| 2. | Contribution
to Provident Fund | 95502.00 |
| 3. | Provision
for Gratuity | 10150.00 |
| 4. | Perquisites | 110477.00 |
| 5. |
Total | 651078.00 |
* The
remuneration of Managing Director for a period of five years was fixed by the
Board of Directors and was approved by the members at the 83rd Annual General
Meeting held on 24th September, 2003.
d) The Non- Executive Directors
do not draw any remuneration from the Company and do not have any material pecuniary
relationship/ transactions with the Company in their personal capacity except
Sitting Fees which are paid at the rate of Rs. 5000/- for each meeting of the
Board and Rs. 2000/- for each meeting of the Audit Committee attended by them.
Details of Remuneration paid to all the
Non- Executive Directors
(Details of the Sitting Fees paid to the Directors for attending the meetings
of Board and Audit Committee of the Company for the Year 2004-2005)
| Name
| Rs. |
| Shri
Sunil Kumar Chaturvedi a | 7,000.00 |
| Shri
Naresh Chaturvedi a | 25,000.00 |
| Dr.
R K D Shah | 54,000.00 |
| Shri
E.I.Thomas | 52,000.00 |
| Shri
A. R. Manna b | 47,000.00 |
| Shri
Hemant Kanoria c | 25000.00 |
| Shri
L. K. Dash d | 30000.00 |
| Shri
Sushobhan Sarker d | 39000.00 | | | 279000.00 |
a
Amount paid to Andrew Yule & Co. Ltd.
b Represents United India Insurance
Co.Ltd
c Amount paid to SREI International Finance Ltd.(formerly Srei International
Finance Ltd.), whom he represents
d Amount paid to Life Insurance Corporation
of India, whom
he represents
|
5. Shareholders Committee
a) The Shareholders'/ Investors' Grievance
Committee (the Grievance Committee) of the Company constituted on 29th October,
2002 in terms of sub clause VI (C ) of Clause 49 of the Listing Agreement. On
resignation of Shri Sunil Kumar Chaturvedi on 31st July, 2004 the Grievance Committee
was re-constituted vide Board Resolution dated 31st July, 2004 comprising of the
following Directors: Shri
Naresh Chaturvedi, Chairman
Shri A. R. Manna, Member
Shri S. Radhakrishnan,
Member
The terms of reference of the Grievance Committee is to ensure
effective redressal of complaints of the shareholders such as dematerialization,
transfer, non-receipt of annual report/ dividend/ share certificate, etc.
b) The Grievance Committee met once on 28th January, 2005 during the year 2004-2005.
Shri Naresh Chaturvedi, Chairman, Shri A. R. Manna and Shri S. Radhakrishnan,
member were present at the meeting.
C) Shri Chiranjib Das, Secretary
and Sr. Manager (Legal & Admn) of the Company has been delegated with the power
of share transfers in terms of sub clause VI (D) of Clause 49 of the Listing Agreement.
He has also been designated as Compliance Officer of the Company to deal with
share transfers and other related matters.
d) d) During the year no complaint was received from shareholder. No share transfers
were pending as on 31st March, 2005.
6. General Body Meetings
a) Location and time of Annual General Meetings held in last three years:-
| Year
| Location | Date | Time | Special
Resolution approved at the AGM | | 2001-2002 | Williamson
Magor hall of the Bengal Chambers of Commerce & Industry, Royal Exchange, 6 Netaji
Subhash Road, Kolkata- 700 001 | 28th
December, 2002 | 12:30
p.m. |
Change of Article for transfer of unpaid/ unclaimed Dividend to the Investor Education
and Protection Fund in terms of sub Section (1) Section 205C of the Act. |
| 2002-2003 | "Centre
for Excellence"Plot No.-X-1, 2&3 Block EP, Sector-V, Salt Lake City, Kolkata-
700 091 | 24th
September, 2003 | 12:30
p.m | Change
of Name of the Company. | | 2003-2004 | "Centre
for Excellence"Plot No.-X-1, 2&3 Block EP, Sector-V, Salt Lake City, Kolkata-
700 091 | 30th
December, 2004 | 11:30
a.m. | Deletion
/ Modification(s) of Articles of the Company for appointment, remunerations, rights,
duties of Auditors. | b)
There were no special resolutions passed by the Company through the postal ballot
at any of the above meetings and no resolutions proposed to be conducted by means
of postal ballot in the ensuing Annual General Meeting.
c) The resume'
and other information of the Directors appointed or re-appointed as required under
sub clause VI (A) of Clause 49 of the Listing Agreement are given in the notice
to the Shareholders of the ensuing Annual General Meeting.
7.
Disclosures a)
The Company has not entered into any related party transactions of material nature
with its promoters, the Directors and their relatives or the Management, their
subsidiaries or associates that may have potential conflict with the interest
of the Company at large during the year 2004-2005. However,
the list of related party transactions and relationship as required to be disclosed
under Accounting Standard (AS- 18) issued by the Institute of Chartered Accountants
of India are given under note no 17 on schedule 17 of the Audited Annual Accounts. b)
Details of non-compliance by the company, penalties, strictures imposed on the
company by Stock Exchange or SEBI or any statutory authority, on any matter related
to the capital markets, during the last three years.
The Company has complied
with the requirements of the Listing Agreement with the Calcutta Stock Exchange
as well as the rules, regulations and guidelines thereunder of SEBI other than
non-submission to the Stock Exchange the Limited Review Report of the Auditors
on the results for the quarter ended 31st March 2004 (the said quarter being covered
by the Company's annual accounts for 2003-2004 finalized in December, 2004).
8. Means
of Communication
| a)
Half-yearly report sent to each household of shareholders | No |
| b)
Quarterly Results : Published in Newspapers | :
Business Standard
Pratidin/ Aajkal | | c)
Website, where displayed | www.
dpscl. com, The web site of the Company carries information like financial results
and other business activities. | d)
Whether it also displays Official news releases and :
presentation made to
institutional investors/analysts
| Presentations
are made to institutional investors upon their specific request(s) |
| e)
The Management Discussion and Analysis is a part of the Annual Report. |
9.
General Shareholder Information.
| I)
Annual General Meeting | Date
& Time : Saturday, 17th December,2005 At 11.30 a.m.Venue : REGISTERED OFFICE:
"Centre for Excellence" Plot No.-X-1, 2&3 Block EP, Sector-V, Salt
LakeCity, Kolkata- 700 091. | | II)
Financial Calendar |
| Annual
General Meeting | 17th
December,05 | | Quarterly
results ended June 30,05 | Last
week of July, 05 | | Limited
Review of Quarterly results ended June 30,05 | Last
week of Aug, 05 | | Quarterly
results ending September 30,05 |
Last week of Oct, 05 | | Limited
Review of Quarterly results ending September 30,05 | Last
week of Nov,05 | | Quarterly
results ending December 31,05 | Last
week of Jan' 06 | | Limited
Review of Quarterly results ending December 31,05 |
Last week of Feb,06 | | Quarterly
results ending March 31, 06 | Last
week of April, 06 | | Limited
Review of Quarterly results ending March 31,05 | Last
week of May, 06 | | Audited
Accounts for the year ending 31-3-06 | September,
06 | | | III)
Book Closure Date |
12th December, 2005 to 17th December, 2005 (both days inclusive) |
| IV)
Dividend | No
Dividend declared during the year under review. | | V)
Listing on Stock Exchange | The
Calcutta Stock Exchange Association Ltd., (CSEA)7, Lyon's Range, Kolkata- 700
001. Listing fees have been paid and there is no fee outstanding as on date. |
| VI)
Stock Code |
DPS CO. : 14021
DEMAT ISIN Number : INE360C01016 |
VII) Stock Price:
The Calcutta Stock Exchange Association Ltd. (CSE) Shares of the Company are infrequently
traded in the CSE where these are listed. However, during the financial year,
the traded High and Low Share price of the Company on CSE was Rs.55.65 (May 2004)
per equity share. Comparison of the stock prices with BSE Sensex is not given,
as it is not applicable.
| VIII)
Registrar & Share Transfer Agents | The
Company has appointed M/s. C B Management Services (P) Ltd., who is acting as
Registrar & Share Transfer Agents (RTA) for both Physical and Demat modes of securities
of the Company.
Address:
C B Management Services ( P) Ltd.,
P-22, Bondel
Road,
Kolkata- 700 019.
Phone: (033) 2280 - 2936/ 6692/93/94 ; Fax
: (033) 2287 - 0263
Shareholders' are requested to send their share transfer
instruments and dematerialization/ re materialization request to C. B. Management
Services (P) Ltd., at the above address.
|
| IX)
Share Transfer System | As
per the SEBI directive, the Company has appointed M/s C. B. Management Services
(P) Ltd., as its Registrar & Share Transfer Agent for rendering the entire range
of services to the shareholders of the Company.
To expedite the transfer
of shares held in physical mode the power have been delegated to the Secretary
and Sr. Manager (Legal & Admn) of the Company to approve the transfer/ transmission
of Shares, issue of duplicate Share Certificates and Certificates after split/
consolidation/ renewal, etc. in the Physical segment in terms of sub clause VI
(D) of Clause 49 of the Listing Agreement.
The transfer of shares in Demat
mode need not be approved by the Company. The transfers, which are complete in
all respects, are taken up for approval and the transferred securities are despatched
to the transferee within the stipulated time.
|
| X)
Shareholding Pattern as on 31st March, 2004 |
| Particulars
| No.
of Share(s) held | Percentage
( %) to Total | | Financial
Institution / Banks | 1813693 | 42.84 |
| NRI
Individuals | 12499 | 0.30 |
| Bodies
Corporate | 1709925 | 40.39 |
| Public
Sector Company | 301269 | 7.11 |
| Public | 396482 | 9.36 |
| Total
| 4233868 | 100.00 |
| XI)
Distribution of shareholding as on 31st March, 2004 |
| Range | No.
of Shareholders | No.
of Shares | | From | To | PHY | NSDL | CDSL | Total | % | PHY | NSDL | CDSL | Total | % |
| 1 | 500 | 488 | 266 | 31 | 785 | 81.69 | 44165 | 41967 | 1942 | 88074 | 2.08 |
| 501 | 1000 | 47 | 29 | 4 | 80 | 8.33 | 35458 | 22254 | 2825 | 60537 | 1.43 |
| 1001 | 2000 | 17 | 28 | - | 45 | 4.68 | 24644 | 43649 | - | 68313 | 1.61 |
| 2001 | 3000 | 6 | 16 | - | 22 | 2.29 | 14606 | 38744 | - | 53350 | 1.26 |
| 3001 | 4000 | 3 | 3 | - | 6 | 0.62 | 10629 | 11025 | - | 21654 | 0.51 |
| 4001 | 5000 | - | 2 | - | 2 | 0.21 | - | 8300 | - | 8300 | 0.20 |
| 5001 | 10000 | 1 | 5 | - | 6 | 0.62 | 5500 | 36934 | - | 42434 | 1.00 |
| 10001 | Above | 3 | 12 | - | 15 | 1.56 | 643558 | 3247648 | - | 3891206 | 91.91 |
| | Total | 565 | 361 | 35 | 961 | 100.00 | 778580 | 3440151 | 4767 | 4233868 | 100.00 |
| | | | | | | | | | | | |
| XII)
Dematerialization of Shares as on 31st March, 2005. | The
Company has entered into arrangements with National Securities Depository Ltd.,
and Central Depository Services (India) Ltd., whereby Shareholders have an option
to dematerialize their shares with either of the depositories.
The equity
shares of the Company are traded compulsorily in the dematerialized segment. As
on 31st March, 2005 34,55,288 shares representing 81.61% of the total shares have
been dematerialized.
| | 6.
XIII) Outstanding GDRs /ADRs /7. Warrants or any Convertible8. Instruments, conversions
date. | Not
Applicable | | 9.
XIV) Plant Locations. |
| Dishergarh
Power Station.Sanctoria, P.O. : Dishergarh Burdwan - 713 333
Ph. 0341 2520 023 Fax. 0341 2520 022 |
Chinakuri
Power Station PO. Radhanagar Railway Colony Burdwan -713 372
Ph. 0341 2510 520 |
Seebpore
Power Station PO. JamuriahatBurdwan -713 336 Fax & Ph. 2455478 |
| | XV)
Address for Correspondence. |
Secretary and Manager (Legal & Admn)
DPSC Limited.Centre for Excellence,
Plot No.-X-1, 2&3 Block EP, Sector-V,Salt Lake ,
Kolkata- 700 091.
Telephone : 033-2357 4308/09/10
Fax : (91) (33) 2357 3758 Email : info@dpscl.com |
New Delhi,
18th November, 2005
| On
behalf of the Board,
Naresh Chaturvedi
Chairman | AUDITORS
CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE AS STIPULATED
IN CLAUSE 49 OF THE LISTING AGREEMENT. To
the Members of
DPSC Limited We
have reviewed the compliance of conditions of the Corporate Governance by DPSC
Limited for the year ended 31st March 2005, as stipulated in clause 49 of the
Listing Agreement of the said Company with Stock Exchange, with the relevant records
and documents maintained by the Company and furnished to us. The
compliance of conditions of Corporate Governance is the responsibility of the
management. Our examination was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
We further state that such compliance is neither
an assurance as to the future viablity of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company. As
at 31st March, 2005 no investor grievance is pending for a period exceeding one
month against the Company as per the records maintained by the Company. On
the basis of our review and according to the information and explanations given
to us, subject to non-submission of Limited Review Report of the Auditors by the
Company as indicated under paragraph (b) on section 7 of the Report on Corporate
Governance issued by the Company on even date, the conditions of Corporate Governance
as stipulated in Clause 49 of the Listing Agreement with Stock Exchange have been
complied with in all material respect by the Company. S.K
Deb
Partner
(Membership No. F13390)
For
and on behalf of
PRICE WATERHOUSE & CO.
Chartered Accountant
Plot No. Y-14, Block-EP, Sector-V,
Salt Lake Electronic Complex, Bidhan Nagar,
Kolkata-700 091
Kolkata
18th November,2005
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