annual report 2011-12 - Heavy Engineering Corporation Limited

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ANNUAL REPORT 2011-12 ANNEXURE – B REPORT ON CORPORATE GOVERNANCE (As on 31.03.2012) The Directors present the Company’s activities on Corporate Governance. Chairman-cum-Managing Director CORPORATE MAIN OBJECTIVE ON CODE OF GOVERNANCE Heavy Engineering Corporation Limited (HEC Ltd.) believes in transparent a) Shri G.K.Pillai : Ceased to be CMD w.e.f. 31.12.2011 due to his superannuation business activities, to enhance the value for all those who are associated b) Shri R.Misra : Additional charge of CMD w.e.f. with the Company viz., Customers, Suppliers, Govt. of India, Ministry 01.01.2012 and Director (Finance). of Heavy Industry, Department of Public Enterprises as owners and any other capacity, various State Governments, other Governmental agencies/ Functional Directors departments and the society at large. Essentially it involves practicing of good Corporate Governance policies and HEC believes honesty and integrity through transparency, accountability and attaining maximum level of enrichment of the enterprises. HEC also received global recognition by ensuring value addition to its domestic as also the International customers. a) b) Shri Bharat Prasad Shri Kushal Saha : : Director (Marketing) (Ceased to be Director w.e.f. 31.10.2011 due to his superannuation) Director (Production) HEC complies with all the laws and manages its affairs in a competitive c) Shri Subhra Banerjee : Director (Personnel) market and monitors and regulates the management policies/decision for (w.e.f. 06. 03. 2012) executing its strategies. HEC has made its senior management accountable Govt. of India Nominee Part-time Official Directors in the pursuit of achieving company’s objectives. HEC is committed to practicing Good Corporate Governance by letter and spirit. Keeping with the spirit of the code, the Company has enlarged and a) b) Shri Saurabh Chandra Shri Harbhajan Singh strengthened the scope of the committees formed in accordance with the Govt. of India Nominee Non-Official (Part- time) Director Companies Act, 1956. - Nil - Board of Directors : Meeting of the Board The Board Meetings are held at Company’s Registered Office at Ranchi or at such places as may be decided by the Board. The Company Secretary serves as Secretary to the Board. The Board of Directors oversees all major actions/ activities proposed to be undertaken by the company. The Board also reviews and approves the strategic and business plans including monitoring of corporate performance. In accordance to the provisions of the Articles of Association, the number of Directors of the Company shall neither be less than two nor more than fifteen. The Directors are not required to hold any qualification shares. As on the date of reporting, the Board of HEC Ltd. consists of six Directors who have been classified in two classes viz., (i) Functional Directors (Whole time) (ii) Government Nominee Official Directors. The Board includes (a) Chairman-cum-Managing Director (CMD), two Functional Directors i.e. Director (Production) and Director (Personnel) (b) Two Government of India Nominee Official Directors from Ministry of Heavy Industry. The terms, conditions and tenure of appointment of Directors including CMD are decided by Government of India, Ministry of Heavy Industry. The remuneration/compensation payable to Directors is also fixed by Government of India and the CMD and Functional Directors are paid monthly remuneration as fixed by Government of India. Number of Board Meetings :- During the year 2011-12, Six (6) Meetings were held, the details of which are given below :- Sl.No. Date Board Strength No. of Directors present 1. 13.04.2011 05 04 2. 18.05.2011 05 05 3. 17.08.2011 06 06 4. 28.09.2011 06 06 5. 21.12.2011 05 05 6. 29.03.2012 05 04 12
ANNUAL REPORT 2011-12 Attendance of each Director at Board Meetings Name of the Directors (a) Executive Directors (Whole-time Functional Directors. 1. Shri G.K.Pillai, CMD (ceased to be CMD w.e.f. 31.12.2011 due to his superannuation) 2. Shri R.Misra, Additional charge of CMD w.e.f. 01.01.2012 and Director (Finance) 3. Shri Bharat Prasad Director (Marketing) (Ceased to be Director w.e.f. 31.10.2011 due to his superannuation) 4. Shri Kushal Saha Director (Production) 5. Shri Subhra Banerjee Director (Personnel) (w.e.f. 06. 03. 2012) (b) Govt. of India Nominee Part-time Official Director 1. Shri Saurabh Chandra Period 01.04.2011 to 31.12.2011 01.04.2011 to 31.03.2012 01.04.2011 to 31.10.2011 20.06.2011 To 31.03.2012 06.03.2012 to 31.03.2012 01.04.2011 to 31.03.2012 No. of Board Meetings held No. of Board Meetings Attended 05 05 06 06 04 03 04 04 01 01 No. of Directorship in other Board 06 05 06 2. Shri Harbhajan Singh 01.04.2011 to 31.03.2012 06 06 08 c) Part-time Non-Official Director Nil Board Agenda and Material :- The Board believes that a carefully planned Agenda is important for effective Board Meetings. All major issues included in the Agenda are backed by comprehensive background information to enable the Board to take decisions. The agenda is flexible enough to accommodate any unexpected development (s) requiring Board’s attention and its decision. Agenda papers are, generally circulated well in advance to the Members of the Board. The Board members, in consultation with the Chairman may bring up any relevant matter for the consideration of the Board. 13
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Page 3 and 4: GLIMPSES OF SOME IMPORTANT EVENTS S
Page 5 and 6: CONTENTS ANNUAL REPORT 2011-12 1. N
Page 7 and 8: BOARD OF DIRECTORS (As on 30.11.201
Page 9 and 10: ANNUAL REPORT 2011-12 DIRECTORS' RE
Page 11 and 12: ANNUAL REPORT 2011-12 Gross Margin
Page 13 and 14: ANNUAL REPORT 2011-12 The company d
Page 15 and 16: ANNUAL REPORT 2011-12 iii) that the
Page 17: • Replacement of centralized comp
Page 21 and 22: Annexure to the Auditors Report ANN
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Page 28 and 29: OUR PROJECTS Conveyor System at New
Page 30 and 31: OUR PRODUCTS CNC Deep Hole Boring M
Page 32 and 33: ANNUAL REPORT 2011-12 service cost,
Page 34 and 35: ANNUAL REPORT 2011-12 STATEMENT OF
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Page 54 and 55: ANNUAL REPORT 2011-12 ANNEXURE - I
Page 56 and 57: ANNUAL REPORT 2011-12 ANNEXURE - II
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