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    General information about company

    Scrip code513361
    Name of the entityINDIA STEEL WORKS LIMITED
    Date of start of financial year01-04-2015
    Date of end of financial year31-03-2016
    Reporting QuarterYearly
    Date of Report31-03-2016
    Risk management committeeNot Applicable



    Annexure I

    Annexure I to be submitted by listed entity on quarterly basis

    I. Composition of Board of Directors

    Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
    Disclosure of notes on composition of board of directors explanatoryYes
    SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entityNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entityNo of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entityNotes
    1MrASHWINKUMAR H. GUPTAAASPG1416A00010850Executive DirectorChairperson01-11-2014100
    2MrSUDHIR H. GUPTAABIPG3060D00010853Executive DirectorNot ApplicableCEO-MD01-09-2013110
    3MrVARUN S. GUPTAAJFPG5665C02938137Executive DirectorNot Applicable01-07-2015100
    4MrRAHUL M. YENURKARAAFPY8416P06802786Executive DirectorNot Applicable14-02-2014100
    5MrMAHESH SHEREGARBNNPS1090M02493456Non-Executive - Non Independent DirectorNot Applicable13-08-2010100
    6MrBIMAL DESAIAFIPD0289F00872271Non-Executive - Independent DirectorNot Applicable08-09-201460102
    7MrTILAK RAJ BAJALIAABLPB5232B02291892Non-Executive - Independent DirectorNot Applicable13-02-201560230
    8MrsKAVITA R. JOSHIAUMPK2752M07138704Non-Executive - Independent DirectorNot Applicable30-05-201560120



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    Textual Information(1)The toatl strength of the Board is 8 comprising 4 executive /wholetime Directors (Includes Chairman), 1 Non-Executive Non-Independent Director, 3 Non-Executive Independent(include one woman Director).50% of the toal strength are not independent.



    Annexure 1

    II. Composition of Committees

    Is there any change in composition of committees compare to previous quarterYes
    SrName Of CommitteeName of Committee membersCategory 1 of directorsCategory 2 of directorsName of other committee
    1Audit CommitteeMR.BIMAL DESAINon-Executive - Independent DirectorChairperson
    2Audit CommitteeMR.TILAK RAJ BAJALIANon-Executive - Independent DirectorMember
    3Audit CommitteeMRS.KAVITA R. JOSHINon-Executive - Independent DirectorMember
    4Audit CommitteeMR.SUDHIR H. GUPTAExecutive DirectorMember
    5Nomination and remuneration committeeMR.BIMAL DESAINon-Executive - Independent DirectorChairperson
    6Nomination and remuneration committeeMR.TILAK RAJ BAJALIANon-Executive - Independent DirectorMember
    7Nomination and remuneration committeeMRS.KAVITA R. JOSHINon-Executive - Independent DirectorMember
    8Stakeholders Relationship CommitteeMR.BIMAL DESAINon-Executive - Nominee DirectorChairperson
    9Stakeholders Relationship CommitteeMR.TILAK RAJ BAJALIANon-Executive - Independent DirectorMember
    10Stakeholders Relationship CommitteeMRS.KAVITA R. JOSHINon-Executive - Independent DirectorMember
    11Stakeholders Relationship CommitteeMR.RAHUL YENURKARExecutive DirectorMember



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    Annexure 1

    Annexure 1

    III. Meeting of Board of Directors

    SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)
    109-11-2015
    210-02-201692



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    Annexure 1

    IV. Meeting of Committees

    SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum met (details)Date(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)
    1Audit Committee10-02-2016YesAll the members were present09-11-201592
    2Stakeholders Relationship Committee10-02-2016YesAll the members were present09-11-201592
    3Nomination and remuneration committee10-02-2016YesAll the members were present



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    Annexure 1

    V. Related Party Transactions

    SrSubjectCompliance status (Yes/No/NA)If status is 揘o?details of non-compliance may be given here.
    1Whether prior approval of audit committee obtainedYes
    2Whether shareholder approval obtained for material RPTYes
    3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes
    Disclosure of notes of material transaction with related partyTextual Information(1)



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    Textual Information(1)1. Name of the related party: Isinox Steels Ltd. 2. Name of the director or key managerial personnel who is related, if any: Mr. Ashwin H Gupta, Mr. Sudhir H Gupta, Mr.Varun S Gupta and Mr. Rahul Yenurkar 3. Nature of relationship: Isinox Steels Ltd., is owned by the aforesaid Promoter Directors and their relatives. Mr.RahulYenurkar is a Director on Board of both the Companies though he does not have any shareholding in either of the Companies. 4.The transactions of sale /purchases etc, with Isinox Steels Ltd., are of material nature & are more than ten percentage of annual turnover (as per last audited balance sheet) of India Steel Works Limited.



    Annexure 1

    VI. Affirmations

    SrSubjectCompliance status (Yes/No)
    1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015No
    2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
    3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
    4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
    5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)NA
    6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
    7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
    8This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)
    9Any other information to be provided Textual Information(2)



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    Textual Information(1)The Report submitted in the previous quarter was placed before the Board & taken note of.The Board dircted to expedite appointment of required independent directors.This Report will be placed before the ensuing Board Meeting.
    Textual Information(2)The toatl strength of the Board is 8 comprising 4 executive /wholetime Directors (Includes Chairman), 1 Non-Executive Non-Independent Director, 3 Non-Executive Independent(include one woman Director).50% of the toal strength are not independent.,so board composition not complied.



    Annexure II

    Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

    I. Disclosure on website in terms of Listing Regulations

    SrItemCompliance status (Yes/No/NA)If status is 揘o?details of non-compliance may be given here.Web address
    1Details of businessYeswww.nmwoodworks.com
    2Terms and conditions of appointment of independent directorsYeswww.nmwoodworks.com
    3Composition of various committees of board of directorsYeswww.nmwoodworks.com
    4Code of conduct of board of directors and senior management personnelYeswww.nmwoodworks.com
    5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.nmwoodworks.com
    6Criteria of making payments to non-executive directorsYeswww.nmwoodworks.com
    7Policy on dealing with related party transactionsYeswww.nmwoodworks.com
    8Policy for determining 憁aterial?subsidiariesNA
    9Details of familiarization programmes imparted to independent directorsYeswww.nmwoodworks.com
    10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.nmwoodworks.com
    11email address for grievance redressal and other relevant detailsYeswww.nmwoodworks.com
    12Financial resultsYeswww.nmwoodworks.com
    13Shareholding patternYeswww.nmwoodworks.com
    14Details of agreements entered into with the media companies and/or their associatesNA
    15New name and the old name of the listed entityNA



    Annexure II

    II. Annual Affirmations

    SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is 揘o?details of non-compliance may be given here.
    1Independent director(s) have been appointed in terms of specified criteria of 慽ndependence?and/or 慹ligibility?/td>16(1)(b) & 25(6)NoMr.Gaurav Chhabria, Non-executive Independent Director resigned on 6th November,2015.The replacement has not been made as per provisions of Regulation 25(6).
    2Board composition17(1)NoThe toatl strength of the Board is 8 comprising 4 executive /wholetime Directors (Includes Chairman), 1 Non-Executive Non-Independent Director, 3 Non-Executive Independent(include one woman Director).50% of the toal strength are not independent.
    3Meeting of Board of directors17(2)Yes
    4Review of Compliance Reports17(3)Yes
    5Plans for orderly succession for appointments17(4)Yes
    6Code of Conduct17(5)Yes
    7Fees/compensation17(6)Yes
    8Minimum Information17(7)Yes
    9Compliance Certificate17(8)Yes
    10Risk Assessment & Management17(9)NA
    11Performance Evaluation of Independent Directors17(10)Yes
    12Composition of Audit Committee18(1)Yes
    13Meeting of Audit Committee18(2)Yes
    14Composition of nomination & remuneration committee19(1) & (2)Yes
    15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
    16Composition and role of risk management committee21(1),(2),(3),(4)NA
    17Vigil Mechanism22Yes
    18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
    19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
    20Approval for material related party transactions23(4)Yes
    21Composition of Board of Directors of unlisted material Subsidiary24(1)NA
    22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
    23Maximum Directorship & Tenure25(1) & (2)Yes
    24Meeting of independent directors25(3) & (4)Yes
    25Familiarization of independent directors25(7)Yes
    26Memberships in Committees26(1)Yes
    27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
    28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
    29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
    Any other information to be provided - Add Notes






    Annexure II

    III. Affirmations

    1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA



    Signatory Details

    Name of signatoryDilip Maharana
    Designation of personCompany Secretary
    PlaceMumbai
    Date14-04-2016



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