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Tulsyan NEC
BSE: 513629|NSE: TULSYAN|ISIN: INE463D01016|SECTOR: Steel - Medium / Small
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«
Chairman's Speech (Tulsyan NEC) Year : Mar '04
Your Company aspires to follow the best practices in the area of
 corporate governance and the principles of fail representation and
 full disclosure in all its dealings and communications.
 
 Your Company annual reports, results presentations and other forms of
 corporate and financial communications, provide extensive details.
 
 1. Companys Philosophy on code of Governance
 
 Your Companys Philosophy on the code of Governance is to enhance the
 Long term Economic value of the Company, its Shareholders and all its
 Stakeholders by adopting better Corporate Practices with highest levels
 of transparency, accountability and equity in all facets of its
 operation.
 
 2. The Board of Directors
 
 The Board of Directors consists of five Directors. Your company has an
 optimum combination of Executive and Non-Executive Directors with not
 less than Fifty Percent of the Board of Directors comprising of
 Non-Executive Directors. All the members of Board are eminent persons
 with expertise and extensive experience in different field and have
 made outstanding contribution to the Industry.
 
 Composition and Category of Directors is as follows:
 
 Category                                 Name of the Directors
 
 Executive Chairman                       Shri Lalit Kumar Tulsyan
                                          Executive-Not Independent
 
 Managing Director                        Shri Sanjay Tulsyan
                                          Executive-Not Independent
 
 Non-Executive-Independent Directors*     Shri S. M. Tulshyan
 
                                          Shri S. Soundararajan
 
                                          Shir P. T. Rangamani
 
                                          Shri A P Venkateshwaran
 
 *As per the judgment of the Board these are Independent Directors
 within the meaning of explanation to Clause 49-1 A of the Listing
 Agreement.
 
 Attendance of each Director at the Board Meeting, last Annual General
 Meeting and Number of other Directorship and Chairmanship of Committee
 of each Director in various companies
 
                        Attendance        No. of other Directorships and
                       Particulars                Committee Memberships/
                                                            Chairmanship
 Name of Director       Board Last        Other   Committee    Committee
                      Meeting  AGM Directorhsip  Membership Chairmanship
 
 Shri Sanjay Tulsyan       Ten Yes         Five        None         None
 
 Shri L K Tulsyan          Ten Yes          Six         One         None
 
 Shri S M Tulshyan        Four  No         Five        None         None
 
 Shri S Soundararajan      Ten Yes          One        None         None
 
 Shri P T Rangamani       Five Yes         None        None         None
 
 Shri A P Venkateshwaran Three  No         None        None         None
 
 Shri A.P. Venkateswaran B.Com., ACA is working as Vice - President
 (Finance & Corporate Accounts) in the Company. He is going to be
 appointed as Whole-time Director in the ensuing Annual General Meeting.
 He is of 45 years old.
 
 Number of Board Meetings held and the dates on which held:
 
 Nine Board Meeting were held during the year, as against the minimum
 requirement of four meetings. The dates on which the meeting were held
 are as follows: 28th April 03, 31st May 03, 7th July 03, 28th July 03,
 18th August 03, 30th August 03, 31st October 03, 9th January 04, 29th
 January 04, and 8th March 04
 
 3. AUDIT COMMITTEE
 
 The Board of the Company has constituted an Audit Committee, comprising
 three Directors viz. Shri S M Tulsyan, Shri L K Tulsyan and Shri S
 Soundararajan. The constitution of Audit Committee also meets with the
 requirements under Section 292 A of the Companies Act, 1956
 
 The terms of reference stipulated by the Board to the Audit Committee
 are as contained under Clause 49 of the Listing Agreement, as follows:
 
 Overseeing of the Companys financial reporting process and the
 disclosure of its financial information.
 
 Recommending the appointment and removal of external auditors, fixation
 of audit fee and also approval for payment for any other services.
 
 Reviewing with management the annual financial statements before
 submission to the board, focusing primarily on (i) any changes in
 accounting policies, (ii) major accounting entries based on exercise of
 judgment by management, (iii) qualifications in draft audit report (iv)
 significant adjustments arising out of audit (v) the going concern
 assumption, (vi) compliance with accounting standards,(vii) compliance
 with Stock Exchange and legal requirements concerning financial
 statements and (viii) any related party transactions of the Company of
 material nature, with promoters or the management, their subsidiaries
 or relatives etc. that may have potential conflict with the interests
 of Company at large.
 
 Reviewing with the management, external and internal auditors, the
 adequacy of internal control systems.
 
 Reviewing the adequacy of internal audit functions
 
 Discussion with internal auditors any significant findings and
 follow-up there on.
 
 Reviewing the findings of any internal investigations by the internal
 auditors into matters where there is suspected fraud or irregularity or
 a failure of internal control systems of a material nature and
 reporting the matter to the board.
 
 Discussion with external auditors before the audit commences nature and
 scope of audit as well as have post-audit discussion to ascertain any
 area of concern.
 
 Reviewing the Companys financial and risk management policies
 
 To look into the reasons for substantial defaults in the payment to
 shareholders (in case of non-payment of declared dividends) and
 creditors
 
 During the year, the Committee has met thrice during the year on
 31/05/2003, 30/08/2003 and 29/01/2004
 
 4. REMUNERATION COMMITTEE
 
 The Company does not have a Remuneration Committee. Payment of
 remuneration to the whole time directors is governed by the Agreement
 executed between them and the Company which was approved by the Board
 and the Shareholders in terms of Sch. XIII of the Companies Act. Their
 remuneration structure comprises salary, perquisites and allowances and
 contribution to provident fund. The Non-executive Directors do not
 draw any remuneration from the Company other than sitting fees. (This
 is a non-mandatory recommendation)
 
 Details of aggregate value of salary and perquisites besides companys
 contribution to Provident Fund paid during the year 2003-2004 to
 
 Shri. Lalit Kumar Tulsyan                  Rs. 1,50,000/-
 (Executive Chairman)
 
 Shri. Sanjay Tulsyan                       Rs.8,52.000/-
 (Managing Director)
 
 5. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE
 
 The Board of the Company has constituted a Shareholders/Investors
 Grievance Committee, comprising of Shri Sanjay Tulsyan, Shri S
 Soundararajan and Shri P T Rangamani. The Committee, inter alia,
 approves issue of duplicate certificates
 
 6. GENERAL BODY MEETINGS
 
 Location and time for last three Annual General Meetings were:
 
 Year      AGM  Location                   Date          Time
 
 2000-2001 AGM  Naradha Gana Sabha         29/10/2001    11.00 a.m.
                Mini Hall, 254 TTK Road,
                Chennai-600018
 
 2001-2002 AGM  Kasturi Srinivasan Hall    30/09/2002    11.00 a.m.
                Mini Hall, 168 TTK Road
                Chennai-600014
 
 2002-2003 AGM  Naradha Gana Sabha         29/09/2003    3-00 p.m
                Mini Hall
                254 TTK Road
                Chennai-600018
 
 No postal ballots were used/invited for voting at these meetings in
 respect of special resolutions passed as there were no such provisions
 in the Companies Act, 1956. The Company shall comply with the
 requirements relating to postal ballot as and when the relevant
 guidelines in this connection are issued.
 
 7.a. Disclosures on materially significant related party transactions
 i.e. transactions of the Company of material nature, with its
 promoters, the directors or the management, their subsidiaries or
 relatives, etc. that may have potential conflict with the interests of
 the Company at large.
 
 None of the transactions with any of the related parties were in
 conflict with the interest of the Company
 
 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 capital markets, during the last
 three years.
 
 None
 
 8. Means of Communication
 
 Quarterly Results
 
 The quarterly results are published in thTrinity Mirrorth and Makkal
 Kural news paper the Company has not made any presentations to any
 institutional investors/analyst during the year The Company does not
 post its results on the web site
 
 9. General Shareholder Information
 
 9.1. Annual General Meeting
 
 Date and Time : 30th September, 2004
 
 Venue : Naradha Gana Sabha (Mini Hall) 254 T T K Road Chennai-600018
 
 9.2. Financial Calendar : Results for the quarter ended 30th June, 2004
 - 30/07/2004 (tentative)
 
 Results for the quarter ended 30th Sept, 2004 - 29/10/2004
 
 Results for the quarter ended 31st Dec, 2004 - 28/01/2005
 
 Results for the quarter ended 31st Mar, 2005 - 29/04/2005
 
 9.3. Book Closure : 24th Sept. to 30th Sept. 2004
 
 9.4. Dividend Payment Date : 29th October, 2004
 
 9.5. Listing of Equity Shares : Madras, Mumbai, (Calcutta - delisting
 applied) on Stock Exchanges at
 
 9.6. a. Stock Code : Mumbai 513629 Madras Tulsyan NEC
 
 b. Demat ISIN Number in NSDL & CDSL for Equity Shares : 1NE463D01016
 
 9.7. Stock Market Data : Monthly High/Low of Market price of the
 companyth1 shares traded in the Stock Exchange, Mumbai during the year
 2003-2004 is furnished below
 
 Month                 High Rs.          Low Rs.
 
 April2003                7.75             6.65
 
 May2003                 10.25             7.05
 
 June2003                12.25             6.80
 
 July2003                18.35             9.55
 
 August2003              23.90            14.25
 
 September2003           18.10            12.15
 
 October2003             13.95            10.06
 
 November 2003            14.00             9.17
 
 December2003            22.55            12.61
 
 January2004             20.95            12.80
 
 February2004            13.05            13.79
 
 March2004               11.11            11.20
 
 9.8. Registrar and Transfer : Cameo Corporate Services Ltd. Agents #1
 Club House Road Chennai-600002
 
 9.9. Distribution of holdings :
 
 Share or Debenture holding of Share/Debenture   Share/Debenture
 Nominal Value of           holders                       Amount
 Rs   Rs.        Number    % to Total       in Rs.    % to Total
 
 upto - 5000       5494        94.839      6624970        13.250
 
 5001 - 10000       121         2.089       958580         1.917
 
 10001 - 20000       68         1.174      1004770         2.010
 
 20001 - 30000       29         0.501       718250         1.436
 
 30001 - 40000        8         0.138       294010         0.588
 
 40001 - 50000       18         0.330       870500         1.741
 
 50001 - 100000      23         0.397      1924920         3.850
 
 100001 and above    32         0.552     37604000        75.208
 
 Total             5793       100.000     50000000       100.000
 
 9.10. Distribution of Shareholding :
 
 Category                                 No.of Shares      % of Share
                                                  Held         Holding
 
 A. Promoters holding
 Promoters
 
 1. Indian Promoters                           2738575           54.77
 Foreig Promoters
 
 2. Personal acting in Concert                  501225           10.02
 
 Sub-Total                                      501225           64.80
 
 B. Non-Promoters Holding
 
 3. Institutional Investors
 
 a Mutual Funds and UTI                          51700            1.03
 
 b Banks, Financial Institutions,
 Insurance Companies
 (Centra I/State Govt.
 Institutions/Mon-Govt
 Institutions)
 
 c FIIS
 
 Sub-Total                                       51700            1.03
 
 4. Others
 
 a Private Corporate Bodies                      80072            1.60
 
 b Indian Public                               1516528           30.33
 
 c NRIs/OCBs                                    109600            2.19
 
 d Any other-CDSL&NSDL                            2300            0.05
 
                                               1708500           34.17
 
 GRANDTOTAL                                    5000000          100.00
 
 9.11. Plant Locations
 
 a. Steel Division 39, Dr. HarikrishnaNaidu Street, Ambattur, Chennai -
 600 053
 
 A 15/N, (Pt) SIPCOT Indl. Complex, Gummidipoondi, Chengalpet Dist.,
 Tamil Nadu.
 
 Windmill:
 
 1. Kudimangalam, Udumalapet, TamilNadu
 
 2. Pazhavoor, Tirunelveli Dist. TamilNadu
 
 b. Synthetic Division 7-A, DoddaballapuraIndl.Area, Kasba Hobli,
 Karnataka.
 
 2-B, Survey No. 16, Korandanahalli Malur Industrial Area, Malur Kolar
 Dist. Karnataka. 21, Doddankudi Indl. Area, Off Whitefield Road,
 Mahadevapura, Bangalore - 560 048. Karnataka.
 
 Plot No.E-4, Madkaim Indl. Area, Madkaim Village, Ponda Taluk, Goa.
 
 Name of the Compliance Officer : Mr. S Sankar
 
 Address for Correspondence : Tulsyan NEC Limited V Floor, 147 Greams
 Road Chennai-600006
 
 AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
 
 To the members of Tulsyan NEC Limited
 
 We have examined the compliance of conditions of corporate governance
 by TULSYAN NEC LIMITED for the year ended 31st March, 2004, as
 stipulated in clause 49 of the Listing Agreement of the said Company
 with Stock Exchanges in India.
 
 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 the Corporate Governance.
 It is neither an audit nor an expression of opinion on the financial
 statements of the Company.
 
 In our opinion and to the best of our information and according to the
 explanations given to us, and subject to the Audit Committee has met
 for three times during the year.
 
 We certify that the Company has complied with the conditions of
 Corporate Governance as stipulated in the above mentioned Listing
 Agreement.
 
 We state that in respect of investor grievances received during the
 year ended 31st March, 2004 no investor grievances are pending
 exceeding one month against the Company as on 31-03-2004 as per records
 maintained by the Company and presented to Shareholders/Investors
 Grievance Committee.
 
 We further state that such compliance is neither an assurance as to the
 future viability of the Company nor the efficiency or effectiveness
 with which the management has conducted the affairs of the Company.
 
                                                    For and on behalf of
                                                       C A Patel & Patel
                                                   Chartered Accountants
 Place: Chennai                                          Bhavesh N Patel
 Date: 30th August, 2004                                         Partner
Source : Dion Global Solutions Limited
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