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Corporate Governace
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  1. Company's Philosophy On Code Of Governance
   
 
Effective Corporate Governance is necessary to maintain public trust and to achieve business success. Blue Star Infotech Limited's formal governance policies describe management guidelines including requirements that a majority of our board members be independent, as well as outlining the various board committees, their responsibilities and membership requirements. We are also committed to rigorously and diligently exercising our oversight responsibilities throughout the Company, managing our affairs in a manner consistent with the highest principles of business ethics, and exceeding the Corporate Governance requirements. Good governance is about doing the right things in the right way for Blue Star Infotech Limited and its stakeholders. This has always been our priority.
   
 
   
   
  2. Board Of Directors
   
 
a. Composition of the Board of Directors
 
The Board of Directors of the Company represent an optimum combination of Executive and Non-Executive Directors for its independent functioning. The Board comprises of six Directors, of which one is the Managing Director and five Non-Executive Directors. Since the Chairman of the Board is also the Managing Director, half of the Board is composed of Independent Directors as defined in Clause 49 of the Listing Agreement with the stock exchanges.
   
 
b. Board Meetings
 
During the financial year 2008-2009, five Board Meetings were held on May 07, 2008; July 31, 2008; August 27, 2008; October 30, 2008 and January 19, 2009. The Company held its last Annual General Meeting on July 31, 2008.

Details of Directors and other particulars are given below:
   
 

Name

Category

Category

Suneel M Advani

Promoter-Executive Director

Chairman & Managing Director

Ashok M Advani

Promoter-Non Executive Director

Vice Chairman

Sanjay N Vaswani *

Promoter-Non Executive Director

Director

Suresh N Talwar

Independent Director

Director

Dr. Prakash G Hebalkar

Independent Director

Director

Naresh K Malhotra

Independent Director

Director

  *Mr. Sanjay N Vaswani is a resident of USA.
   
  Details of Directors' attendance and other particulars are given below:
Five Board meetings were held during the financial year 2008-09.
 

Director

Number of Board Meetings attended

Last AGM Attendance
(Yes/No)

Number of Directorships on the Board of other Public Companies

Number of Committee positions in all Public Companies
        Chairman

Member

Suneel M Advani

5

Yes

1

-

2*

Ashok M Advani

5

Yes

2

1*

2

Sanjay N Vaswani

2

Yes

-

-

-

Suresh N Talwar

5

Yes

13

4

6*

Dr. Prakash G Hebalkar

5

Yes

1

-

3

Naresh K Malhotra

4

No

4

1*

-

  * Includes Committees of the Company in which he holds the position of a Chairman and/or Membership in Committees of the Company.
   
 
Leave of Absence was granted to the Directors who could not attend meetings.
Alternate Directorships, Directorships in private companies, foreign companies, companies under section 25 of the Companies Act, 1956 and Memberships in governing councils, chambers and other bodies are excluded. Memberships in public companies, listed and unlisted, alone have been considered.
None of the Directors hold Directorships in more than 15 companies.
None of the Directors is a member of more than 10 Committees, or is Chairman of more than five committees across all companies in which he is acting as a Director. For the purpose of reckoning the aforesaid limit, Chairmanships / Memberships of the Audit Committee and the Shareholders' Grievance Committee alone are considered.
   
 
   
   
  3. Audit Committee
   
 
The Company has a qualified and independent Audit Committee consisting of three Non-Executive Independent Directors, having adequate financial and accounting knowledge. The scope of the activities of the Audit Committee is as set out in Clause 49 of the Listing Agreements with the stock exchanges in India read with Section 292A of the Companies Act, 1956.

Terms of Reference


The Audit Committee has inter-alia the following mandate

 
Review of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.
Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
Reviewing the financial statements and draft audit report, including quarterly / half yearly financial information.
Reviewing with management, the annual financial statements before submission to the Board.
Reviewing the Company's financial and risk management policies.
Reviewing with the management, external and internal auditors, the adequacy of internal control systems.
Reviewing statement of significant related party transactions, management letter / letters of internal control weakness and appointment, removal and terms of remuneration of the Internal Auditor.
   
 
Composition

The constitution, powers, duties and responsibilities of the Audit Committee are in line with Clause 49 of the Listing Agreements with the stock exchanges in India.

 

Naresh K Malhotra

Chairman

Suresh N Talwar

Member

Dr. Prakash G Hebalkar

Member

   
  Secretary
 

V Sudarshan

Company Secretary

   
  Meetings and attendance during the year

During the financial year, Audit Committee Meetings were held on May 07, 2008; July 31, 2008; October 30, 2008 and January 19, 2009.The necessary quorum was present at the meetings.
 

Members

Meetings Held

Meetings Attended

Naresh K Malhotra

4

3

Suresh N Talwar

4

4

Dr. Prakash G Hebalkar

4

4

   
 
The Audit Committee Chairman, Mr. Naresh Malhotra was not present at the Annual General Meeting of the Company held on July 31, 2008.
   
 
   
   
  4. Remuneration Committee
   
 
A separate Remuneration Committee has been constituted with effect from October 30, 2008 in accordance with the Company's philosophy of voluntary transparency in operations. This is a non-mandatory requirement of Clause 49 of the Listing Agreement.

Terms of Reference

The Committee shall have terms of reference as may be decided by the Board from time to time and shall look into aspects relating to remuneration of the Managing Director, Whole time and Executive Directors.

Composition

Only Independent Directors are part of the Remuneration Committee.

 

Dr. Prakash G Hebalkar

Chairman

Suresh N Talwar

Member

Naresh K Malhotra

Member

   
  Secretary
 

V Sudarshan

Company Secretary

   
  Meetings and Attendance during the year

During the financial year, the Remuneration Committee met on October 30, 2008. The necessary quorum was present for the meeting.
 

Members

Meetings Held

Meetings Attended

Dr. Prakash G Hebalkar

1

1

Suresh N Talwar

1

1

Naresh K Malhotra

1

0

   
  ---top---
   
  5. Remuneration To Directors
   
 
The remuneration of the Non-Executive Directors is recommended by the Board of Directors and approved by the shareholders. Non-Executive Directors are paid commission, based on the net profit of the Company, partly by way of a fixed amount and partly based on the number of Board and Audit/Remuneration Committee meetings attended by them. They are paid sitting fees of Rs. 20,000 each, for each Board, Audit and Remuneration Committee meeting attended by them. Pursuant to the decision of the Board, sitting fees for meetings of Directors were revised from Rs. 5,000 per meeting per Director to Rs. 20,000 per meeting per Director effective May 07, 2008.

The Managing Director is also an Executive Director / Managing Director in Blue Star Limited. Till October 31, 2008 the Managing Director, in accordance with his terms of re-appointment as approved by the shareholders at the Annual General Meeting held on July 31, 2008, was not being paid remuneration directly by the Company. He received remuneration from Blue Star Limited in accordance with the terms of the agreement between him and Blue Star Limited, of which the Company reimbursed Blue Star Limited its share on a pro-rata basis as decided by the Board of Directors.

The Board constituted the Remuneration Committee on October 30, 2008 to consider matters relating to the remuneration of Executive Directors. The Committee recommended the Board in its meeting held on October 30, 2008, modification in the terms of Managerial remuneration and the mode of making payment. Accordingly, it was decided by the Board, subject to shareholders' approval at the forthcoming Annual General Meeting, to enter into an agreement with the Managing Director and pay him such salary and perquisites directly. The terms of such remuneration are to be tabled before the shareholders for their consideration and approval. Until such time, the amounts received towards such remuneration by the Managing Director are held in trust by him.
   
 
Details of remuneration paid/payable to Directors for financial year 2008-09 are as follows: (Rs. In 000)
 

Name

Salary & Perquisites

Commission

Sitting fees

Total

Suneel M Advani * (CMD)

2,176

--

--

2,176

Ashok M Advani

Nil

270

100

370

Sanjay N Vaswani

Nil

180

40

220

Suresh N Talwar

Nil

330

200

530

Dr. Prakash G Hebalkar

Nil

330

200

530

Naresh K Malhotra

Nil

285

140

425

 
* Blue Star Infotech Limited has during the year reimbursed to Blue Star Limited, (Rs. '000) 326 as its share towards Chairman & Managing Director's (CMD) remuneration for the period April 01, 2008 to October 31, 2008. Effective November 01, 2008, (Rs. '000) 220 per month is being paid as salary to the CMD. The net perquisite value of accommodation provided by the Company amounts to (Rs. '000) 150 per month This arrangement is subject to shareholders' approval at the Annual General Meeting on July 30, 2009.
   
 
Details of Shareholdings of Non-Executive Directors as at March 31, 2009
 

Name of the Director

Shareholding
(No. of Shares)

Ashok M Advani

488,799

Suresh N Talwar

15,075

Sanjay N Vaswani

14,750

Naresh K Malhotra

250

Dr. Prakash G Hebalkar

Nil

   
 
   
   
  6. Shareholders' Grievance Committee
   
  The Committee facilitates effective redressal of investor complaints and oversees share transfers.
   
 
Composition
 

Ashok M Advani

Chairman

Suneel M Advani

Member

Dr. Prakash G Hebalkar

Member

   
  Secretary
 

V Sudarshan

Company Secretary

   
  Meetings and attendance during the year
 

Members

Meetings Held

Meetings Attended

Ashok M Advani

1

1

Suneel M Advani

1

1

Dr. Prakash G Hebalkar

1

1

   
 
The constitution, duties and responsibilities of the Shareholders' Grievance Committee are in line with Clause 49 of the Listing Agreement with the stock exchanges. During the financial year, the Committee met on January 19, 2009.

The total number of shareholders' complaints received and replied to by the Registrar to the satisfaction of shareholders during the year under review was 35. All complaints of shareholders were satisfactorily resolved. No requests were pending as at March 31, 2009.
   
 
Financial year ended 31 March

Nature of Complaints

2009 2008
Received Attended Received Attended

Non-receipt of Dividend

15 15 9 9

Issues with share certificates/ Demat account/ share transfers

16 16 18 18

Non-receipt of annual report

4 4 2 2
Total of the year 35 35 29 29
   
  Quarter-wise Comparative Break-up of Investor Grievances
 
Financial year ended 31 March

Quarter ended

2009 2008
Received Attended Received Attended

June 30

4 4 7 7

September 30

13 13 7 7

December 31

13 13 8 8
March 31 5 5 7 7

Total of the year

35 35 29 29
   
 
   
   
  7. General Body Meetings
   
  Details of the last three Annual General Meetings (AGMs) and Extra-ordinary General Meeting (EGM) of the Company are given below:
 

Year

Date Venue

Time

MArch 31, 2006

August 29, 2006
at 2:30 p.m.
Jai Hind College Hall, 23-24, Backbay Reclamation,
'A' Road, Churchgate, Mumbai 400 020.

Re-pricing of ESOPs

MArch 31, 2007

August 14, 2007
at 2:30 p.m.
Jai Hind College Hall, 23-24, Backbay Reclamation,
'A' Road, Churchgate, Mumbai 400 020.

None

MArch 31, 2008

July 31, 2008
at 2:30 p.m.
Jai Hind College Hall, 23-24, Backbay Reclamation,
'A' Road, Churchgate, Mumbai 400 020.

None

   
  No special resolution was passed in the last two years' Annual General Meetings. There was no special resolution passed through postal ballot in the last three years and none is proposed to be passed through postal ballot this year.

Details of Extra-ordinary General Meetings held, if any, during the last three years
 

Financial Year ended

Date & Time

Nature of meeting Venue Special resolution passed

March 31, 2008

March 04, 2008
at 4:00 p.m.

Bombay High Court convened meeting of Equity Shareholders Jai Hind Collede Hall, 23-24, Backbay Reclamation,
' A' Road, Churchgate, Mumbai 400 020
Approval of Scheme of Amalgamation of Ashok Sunil & Company Private Limited with the Company

March 31, 2008

March 04, 2008
at 4:30 p.m.

Extra-ordinary General meeting convened by the Company
   
 
   
   
  8. Disclosures
   
 
A
In respect of related party transactions, the Company does not have any transactions which may have potential conflict with the interest of the Company at large.

B
No penalties/strictures were imposed on the Company by the stock exchanges or SEBI or any statutory authority in any matters related to the capital markets during the last three years.

C The Company remains committed to the cause of maintaining fair dealing in all its transactions. In furtherance of this philosophy, the Company has constantly ensured that any immoral or unethical activity could be reported by any of its employees directly to the members of the senior management or the Audit Committee, with adequate safeguards against victimising the whistle-blower. The Company affirms that no employee has been denied direct access to the Audit Committee.

D Your Company recognises the role of prompt reporting of crimes - technological or otherwise - for moving towards transparent governance. The intent to commit a crime should be reported promptly no matter how remote or minimal the damage. Towards this end, the Company declares that it has adequate technological fraud detection safeguards imbibed within its system, which are a combination of process controls and technological controls. The Company also declares that there have not been any known instances of technological frauds detected in the Company.

E Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement, as applicable. Of the non-mandatory requirements of Clause 49, the Company has adopted the requirement of a Remuneration Committee (constituted on October 30, 2008) for reviewing and recommending Executive Directors' remuneration. Your Company is committed towards complying with Clause 49 as a whole and will take suitable measures as and when possible.

F Risks are an imminent part of business and the industry. Recognising this fact, your Company has in place a Risk Management Policy to deal with the uncertainties of the times, where risks have been categorised based on the following criteria:

• Nature of Risk: External, Operational and Financial
• Severity of Risk: Low, Medium and High
• Probability of Risk: Low, Medium and High

The Policy describes each risk in detail and analyses the risk mitigation strategy to counter every risk. The Policy is reviewed at regular intervals by the Risk Management Committee comprising of senior management personnel of the Company. The reviewed draft is in turn reviewed by the Audit Committee.

G Your Company also has several other policies in place, the scope and content of which is reviewed by the Board and Audit Committee at regular intervals:

• Policy on insurance of assets
• Policy on inter-company transactions
• Policy on electronic communication and asset usage
• Policy on prevention of sexual harassment
• Policy on verification of fixed assets

Every policy has a defined implementation mechanism.

H Business cannot be carried on in a vacuum, being blissfully unaware of happenings in one's environment. Your Company is conscious of its role in the society and is taking small but sure steps towards fulfilling its Corporate Social Responsibility (CSR). During the FY 2008-09, your Company donated Rs. 954, 086 to the Prime Minister's National Relief Fund (PMNRF) towards Bihar Flood Relief measures.

I Your Company has consistently maintained a regime of unqualified financial statements.
   
 
   
   
  9. Means Of Communication
   
 
The Company published its quarterly, half yearly and annual results in the prescribed form, within the prescribed time. The results were sent to the stock exchanges where the Company's shares are listed and the same were published in Free Press Journal and Navshakti for the quarters ended June 30, 2008 (Q1) and September 30, 2008 (Q2). The results were published in the Economic Times and the Maharashtra Times for the quarters ended December 31, 2008 (Q3) and March 31, 2009 (Q4). These financial results are also displayed on EDIFAR (Electronic Data Information Filing and Retrieval) in SEBI's web-site www.sebiedifar.nic.in and also on the Company's web-site, www.bsil.com. The Company's web-site also displays the official news releases. The financial results are also available on the websites of the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.

As a transparency initiative, your Company has explained its business comprehensively in Management Discussion and Analysis, which forms a part of this Annual Report.
   
 
   
   
  10. Shareholder's Information
   
  Annual General Meeting
 

Date:

July 30, 2009

Time: 2.30 p.m.
Venue: Jai Hind College Hall, 23-24, Backbay Reclamation,
Sitaram Deora Marg ('A' Road), Churchgate, Mumbai - 400 020.
   
  Financial Calendar for FY 2009 – 10
 

Declaration of results for the quarter ending on

Tentative date

June 30, 2009

Last week of July 2009

September 30, 2009

Last week of October 2009

December 31, 2009

Last week of January 2010

March 31, 2010

Third week of May 2010

13th Annual General Meeting

Second fortnight of August 2010

  Dates of Book Closure: July 20, 2009 to July 30, 2009 (both days inclusive)
   
  Recommended Dividend: Rs. 5 per share of face value Rs. 10.
   
  Dividend Payment Date: If declared, dividend shall be paid / credited on or after August 10, 2009.
   
  Listing on Stock Exchanges
 
The Bombay Stock Exchange Limited (BSE) - Scrip Code: 532346
The National Stock Exchange of India Limited (NSE) - Stock Code: BLUESTINFO
ISIN No. for NSDL/CDSL: INE 504B01011
   
  Dividend Payment History
 
Financial Year Dividend (Rs.) per share of face value Rs. 10 Dividend as a % of the face value of each equity share

2000-2001

3.00 30%

2001-2002

6.00 60%

2002-2003

7.50 75%

2003-2004

9.00 90%

2004-2005

5.00 50%

2005-2006

2.00 20%

2006-2007*

4.00 40%

2007-2008

2.50 25%

2008-2009 (Proposed)

5.00 50%
  * Includes interim and Final Dividend of Rs. 2 each share
  Unclaimed Dividend

Unclaimed/Unpaid dividend in respect of 2000-01 has been transferred to the Investors Education and Protection Fund (IEPF) on October 03, 2008. No claims will lie against the Company in respect of the unclaimed amounts so transferred.

The Unclaimed/Unpaid Dividend in respect of the year 2001-02 is due for transfer to IEPF on September 01, 2009, after which no claims shall lie against the Company for the same. Shareholders who have not yet encashed their dividend warrants are requested to forward their claims to the Company or share transfer agents.

Nomination Facility
Shareholders who hold shares in the physical form and wish to make/change a nomination in respect of their shares in the Company, as permitted under Section 109A of the Companies Act, 1956, may submit the necessary details to Link Intime India Pvt. Ltd. in the prescribed Form 2B. A soft copy of the Form can be downloaded from the Company's website www.bsil.com.

Payment of Dividend by Electronic Clearing Service (ECS)
Shareholders who wish to avail of the facility of direct credit of dividend amounts to their bank accounts, are requested to submit the ECS mandate form available on the Company's website www.bsil.com as per the instructions mentioned on it to the Company or its Share Transfer Agent, Link Intime India Pvt. Ltd.
   
  MARKET PRICE DATA

Market Price Data (Rs. per share)
 

Annual High-Low Price History

BSE

NSE

Fiscal Year High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

2005-06

188.80 98.60 189.40

98.10

2006-07

144.50 59.00 145.00

57.00

2007-08

128.20 54.00 136.10

50.60

2008-09

86.60 32.60 88.60

31.95

   
  Market Price Data (Rs. per share)
 

Month

BSE

NSE

High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

April 2008

70.95 55.00 130.00

55.45

May 2008

86.60 64.65 135.50

62.20

June 2008

70.95 54.35 136.10

51.55

July 2008

61.00 49.25 135.70

46.20

August 2008

69.65 51.00 110.00

51.50

September 2008

82.00 54.00 110.00

47.50

October 2008

62.00 32.60 99.95

31.95

November 2008

58.95 44.85 90.00

42.10

December 2008

54.95 46.10 113.90

44.25

January 2009

55.95 44.15 124.95

43.30

February 2009

58.50 40.00
90.00

45.00

March 2009

53.75 43.25 78.00

39.50

 
The performance comparison of Blue Star Infotech Limited's closing share prices in each month with BSE Sensex is presented as follows:
   
 

Performance Comparison With BSE Sensex

 
  The performance comparison of Blue Star Infotech Limited's closing share prices at the end of each month with NSE Nifty is presented as follows:
   
 

Performance comparison with NSE Nifty

 
   
  Share Transfer System
 
The transfer of shares in physical form is processed and approved on a weekly basis and the certificates are returned to the shareholders within 30 days from the date of receipt (subject to the documents being valid and complete in all respects.)
   
  Distribution of Shareholding as at March 31, 2009
 
No. of Equity Shares held No. of Shareholders % of Shareholders Total no. of Shares held % of Shares held

1 - 250

12,733 83.33 904,307

9.04

251 - 500

1,450 9.49 547,659

5.48

501 - 1000

611 4.00 460,875

4.61

1001 - 2000

233 1.52 328,432

3.28

2001 - 3000

78 0.51 199,879

2.00

3001 - 4000

38 0.25 130,681

1.31

4001 - 5000

28 0.18 132,556

1.33

5001 - 10000

51 0.33 349,071

3.49

10001 and above

59 0.39 6,946,540

69.46

Total

15,281 100.00 10,000,000

100.00

   
  Categories of Shareholders as at March 31, 2009
 
Category No. of Shares %

Indian Public

3,542,140

35.42

Blue Star Limited

30,98,025

30.98

Directors, their Relatives and other Promoter Group Companies

24,54,770

24.55

Insurance Companies (GIC and its Subsidiaries)

3,70,540

3.71

BSIL - Key Employees Stock Options Trust

2,50,413

2.50

Other Corporates

1,62,309

1.62

Foreign Holdings

1,21,803

1.22

Total

10,000,000

100.00

   
 

Shareholding Distribution

 
   
  Blue Star Infotech Shareholders
 
As at March 31, 2009, the Company had 15,281 registered shareholders. Approximately 35.42 % of the Company's shares were held by the public. The promoters, including Blue Star Limited, hold 55.53 % of shares; the ESOP Trust holds 2.50 % and 5.33 % of the shares are held by insurance companies and other corporates.
   
  Dematerialisation Of Shares And Liquidity
 
Approximately 62.58 % of the Company's equity shares were dematerialized as at March 31, 2009. Around 35.42 % of the equity shares are held by the public and the shares are traded daily on the BSE and NSE.
   
  Office Locations

Registered Office:
  Band Box House, 4th Floor,
Dr. Annie Besant Road, Worli,
Mumbai-400 030.
   
  Development Centres:
 
SDF III/V/VI SEEPZ,
Andheri (East), Mumbai-400 096.
Alpha Building, 2nd Floor,
Hiranandani Gardens,
Powai, Mumbai-400 076.
Delphi Building, 'B' Wing, 6th Floor
Hiranandani Gardens,
Powai, Mumbai-400 076.
#7, 18th Main Road, 7th Block, Koramangala,
Bangalore-560 095.
   
  Shareholder Inquiries
 
Questions concerning folio, share certificates, dividend, address changes, consolidation of certificates and related matters should be addressed to Blue Star Infotech Limited, at its Registered Office or its share transfer agents at the below mentioned addresses:
   
 
Registered Office Registrar and Transfer Agents Share Transfer Documents will
also be accepted at:
Link Intime India Pvt. Ltd.
Blue Star Infotech Limited
Band Box House, 4th Floor,
Dr. Annie Besant Road,
Worli, Mumbai - 400 030.

Tel : 91-22-2490 1870
Fax : 91-22-2490 1353
www.bsil.com

E-mail :
Share Department: shares@bsil.com
Company Secretary: cosec@bsil.com
Link Intime India Pvt. Ltd.
(formerly Intime Spectrum Registry Ltd.)
Unit: Blue Star Infotech Limited
C-13, Pannalal Silk Mills Compound,
LBS Marg, Bhandup (West),
Mumbai - 400 078.

Tel : 91-22-2596 3838
Fax : 91- 22-2594 6969
203, Davar House,
197/199 D. N. Road,
Mumbai - 400 001.

Tel : 91-22-2269 4127
   
 
   
   
  11. Shareholder's Pattern
   
 
   
 
   
 
 
 
  request for service
  request for service
  email
 
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