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1.
Company's Philosophy On Code Of
Governance |
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Effective
corporate governance is necessary
to maintain public trust and
to achieve business success.
Blue Star Infotech'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 exercise 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 and its
shareholders. This has always
been our priority. |
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2.
Board Of Directors |
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a.
Composition of the Board of
Directors |
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The
Board of Directors of the Company
represent an optimum combination
of Executive and Non-Executive
Directors for its independent
functioning. The Board comprises
six Directors, of which one
is Managing Director and five
Non-Executive Directors. The
above composition is consistent
with the relevant provisions
of Clause 49 of the Listing
Agreement with Stock Exchanges.
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b.
Board Meetings |
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During
the financial year 2007-2008,
four Board Meetings were held
on May 15, 2007; July 20, 2007;
October 31, 2007 and January
29, 2008. The Company held its
last Annual General Meeting
on August 14, 2007. |
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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 |
Prakash
G Hebalkar |
Independent
Director |
Director |
Naresh
K Malhotra |
Independent
Director |
Director |
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*Mr.
Sanjay N Vaswani is a resident
of USA. |
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Details
of Directors' attendance and other
particulars are given below: |
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Director |
Number
of Board Meetings attended |
Number
of Board Meetings held |
Last
AGM Attendance
(Yes/No) |
Number
of Directorships in the
Board of other public
Companies
|
Number
of Committee Memberships
in all Public Companies |
Number
of Committee Chairmanships
in all Public Companies |
Suneel
M Advani |
4 |
4 |
Yes |
2 |
1 |
- |
Ashok
M Advani |
4 |
4 |
Yes |
2 |
2 |
- |
Sanjay
N Vaswani * |
4 |
1 |
No |
- |
- |
- |
Suresh
N Talwar |
4 |
4 |
Yes |
15 |
5* |
4 |
Prakash
G Hebalkar |
4 |
4 |
Yes |
- |
2 |
- |
Naresh
K Malhotra |
4 |
4 |
Yes |
2 |
4* |
3 |
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*
Includes committees in which he
holds the position of a Chairman
and Membership in Committees of
the Company. |
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Leave of Absence
was granted to the Directors
who could not attend meetings. |
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Alternate
Directorships, Directorships
in private companies,
Directorships in foreign
companies and Memberships
in governing councils,
chambers and other bodies
are not included. |
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None of the
Directors hold Directorships
in more than 15 companies.
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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 Shareholder's
Grievance Committee are
ony considered. |
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3.
Audit Committee |
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Terms of Reference
The Audit Committee has inter-alia
the following mandate:
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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. |
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Recommending
the appointment and removal
of external auditors,
fixation of audit fee
and also approval for
payment for any other
services. |
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Reviewing
the financial statements
and draft audit report,
including quarterly / half
yearly financial information.
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Reviewing
with management, the annual
financial statements before
submission to the Board. |
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Reviewing
the Company's financial
and risk management policies. |
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Reviewing
with the management, external
and internal auditors, and
the adequacy of internal
control systems. |
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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. |
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Composition |
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Naresh
K Malhotra |
Chairman |
Suresh
N Talwar |
Member |
Prakash
G Hebalkar |
Member |
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Secretary |
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V
Sudarshan |
Company
Secretary |
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Meetings
and attendance during the year |
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Members |
Meetings Held |
Meetings Attended |
Naresh
K Malhotra |
4 |
4 |
Suresh
N Talwar |
4 |
4 |
Prakash
G Hebalkar |
4 |
4 |
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The
Company has a qualified and
independent Audit Committee
consisting of three Non-Executive
Independent Directors, having
adequate financial and accounting
knowledge. The constitution,
powers, duties and responsibilities
of the Audit Committee are in
line with Clause 49 of the Listing
Agreement with the stock exchanges.
During the financial year, Audit
Committee Meetings were held
on May 15, 2007; July 20, 2007;
October 31, 2007 and January
29, 2008. |
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4.
Remuneration To Directors |
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The
remuneration of the Managing
Director and Non-Executive Directors
is recommended by the Board
of Directors and approved by
the shareholders. Hence, no
separate Remuneration Committee
has been constituted.
The Managing Director is also
an Executive Director/Managing
Director in Blue Star Limited.
In accordance with the terms
of his appointment as Managing
Director, as approved by the
shareholders at the Annual General
Meeting held on July 25, 2005,
he was not paid any remuneration
directly by the Company. The
Company shared the remuneration
received by him from Blue Star
Limited, as per the terms and
conditions of his appointment
with that Company, on a pro
rata basis. Non-Executive Directors
are paid by way of commission,
based on the net profits of
the Company, partly by way of
fixed amount and partly based
on the number of Board and Audit
committee meetings attended
by them. Besides, they are paid
sitting fees of Rs. 5,000 for
each Board and Audit Committee
meeting attended. |
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| Details of remuneration
paid/payable to Directors
for financial year 2007-08
are as follows: |
(Rs.
In 000) |
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Name |
Salary
& Perquisites |
Commission |
Sitting
fees |
Total |
Suneel
M Advani * |
Nil |
N.A |
N.A |
Nil |
Ashok
M Advani |
Nil |
98 |
20 |
118 |
Sanjay
N Vaswani |
Nil |
68 |
2 |
73 |
Suresh
N Talwar |
Nil |
136 |
40 |
176 |
Prakash
G Hebalkar |
Nil |
136 |
40 |
176 |
Naresh
K Malhotra |
Nil |
136 |
40 |
176 |
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*
Blue Star Infotech Limited has
during the year reimbursed to
Blue Star Limited, Rs. 1,585,838
as its share towards Chairman
& Managing Director's remuneration.
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Details
of Shareholdings of Non-Executive
Directors as at March 31, 2008 |
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Name
of the Director |
Shareholding
(No. of Shares)
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Ashok
M Advani |
459,490 |
Sanjay
N Vaswani |
14,750 |
Naresh
K Malhotra |
Nil |
Prakash
G Hebalkar |
Nil |
Suresh
N Talwar |
11,575 |
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5.
Shareholders' Grievance Committee |
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The
Committee facilitates effective
redressal of investor complaints
and oversees share transfers. |
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Composition |
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Ashok
M Advani |
Chairman |
Suneel
M Advani |
Member |
Prakash
G Hebalkar |
Member |
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Secretary |
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V
Sudarshan |
Company
Secretary |
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Meetings
and attendance during the year |
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Members |
Meetings Held |
Meetings Attended |
Ashok
M Advani |
1 |
1 |
Suneel
M Advani |
1 |
1 |
Prakash
G Hebalkar |
1 |
1 |
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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, Shareholders'
Grievance Committee meeting
was held on January 29, 2008.
The total number of shareholders'
complaints received and replied
to by the registrar to the satisfaction
of shareholders during the year
under review was 29. All complaints
of shareholders were satisfactorily
resolved. No requests were pending
as at March 31, 2008 . |
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6.
General Body Meetings |
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The
location and time of the last
three annual general meetings
(AGMs) of the Company are given
below: |
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Year |
Date |
Venue |
Time |
2004
- 2005 |
July
25, 2005 |
Jai
Hind College Hall, 23-24,
Backbay Reclamation,
'A' Road, Churchgate, Mumbai
400 020. |
3.30
p.m. |
2005
- 2006 |
August
29, 2006 |
Jai
Hind College Hall, 23-24,
Backbay Reclamation,
'A' Road, Churchgate, Mumbai
400 020. |
2.30
p.m. |
2006
- 2007 |
August
14, 2007 |
Jai
Hind College Hall, 23-24,
Backbay Reclamation,
'A' Road, Churchgate, Mumbai
400 020. |
2.30
p.m. |
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Following
special resolutions were passed
in the previous three AGMs: |
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Subject |
Date of
Meeting |
Commission
to Non-Executive Directors |
July
25, 2005 |
Ratification
of the disclosures of
ESOP Scheme 2003 |
July
25, 2005 |
Re-pricing
of ESOPs |
August
29, 2006 |
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No
special resolution was passed
last year or is proposed to be
conducted through postal ballot. |
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