ANNEXURE 1 LIST OF SAMPLED COMPANIES

Transcription

1 ANNEXURE 1 LST OF SAMPLED COMPANES S.No. Names of the Companies A POWER 1. CESC Ltd 2. DPSC Ltd 3. Gujarat ndustries & Power Ltd 4. Jindal Steel & Power Ltd 5. Nevyeli Lignite Power Ltd 6. NTPC Ltd 7. Reliance Energy Ltd 8. Tata Power Ltd 9. Torrent Power AEC Ltd B RON & STEEL 10. Bhushan Steel & Strips Ltd 11. Essar Steel Ltd 12. spat ndustries Ltd 13. Jayaswal Neco Ltd 14. JSW Steel Ltd 15. Mukand Ltd 16. SAL Ltd 17. Tata Sponge ron Ltd 18. Tata Steel Ltd 19. Uttam Galva Steel Ltd C CEMENT 20. ACC Cement Ltd 21. Ambuja Cement Eastern Ltd Contd

2 22. Birla Corporation Ltd 23. Chettinad Cement Corporation Ltd 24. Grasim ndustries Ltd 25. Gujarat Ambuja Cement Ltd 26. ndia Cement Ltd 27. Kesoram ndustries Ltd 28. Madras Cement Ltd 29. Mysore Cement Ltd 30. Prism Cement Ltd 31. Shree Cement Ltd D TEXTLES 32. Alok ndustries Ltd 33. Arvind Mills Ltd 34. Bombay Dyeing & Mfg Ltd 35. Century Enka Ltd 36. Eskay K N t Ltd 37. Garden Silk Mills Ltd 38. ndian Rayon & ndustries Ltd 39. ndo Rama Synthetics Ltd 40. Mahavir Spinning Mills Ltd 41. Nahar Spinning Mills Ltd 42. Rajasthan Spinning & Wvng Mills Ltd 43. Raymond Ltd 44. Reliance ndustries Ltd 45. S. Kumars Nationwide Ltd E PAPER 46. Andhra Pradesh Paper Mills Ltd 47. Bajaj Hindustan Ltd Contd

3 48. Ballarpur ndustries Ltd 49. Century Textiles & ndustries Ltd 50. TC Ltd 51. JK Paper Ltd 52. Orient Paper & ndustries Ltd 53. Pudumjee Pulp & Paper Mills Ltd 54. Seshasyee Paper Mills Ltd 55. Shreyan ndustries Ltd 56. Sirpur Paper Mills Ltd 57. Star Paper Mills Ltd 58. Tamilnadu Newsprint & Paper Mills Ltd 59. West Coast Paper Mills Ltd F PHARMACEUTCALS 60. Alembic Ltd 61. Aurobindo Pharma Ltd 62. Aventis Pharma Ltd 63. Cadila Healthcare Ltd 64. Dr. Reddy s Laboratories Ltd 65. Glaxosmithkline Ltd 66. PCA Laboratories Ltd 67. Lupin Ltd 68. Nicholas Piramal ndia Ltd 69. Orchid Chemicals & Pharmaceuticals Ltd 70. Ranbaxy Laboratories Ltd 71. Sun Pharmaceuticals Ltd 72. Torrent Pharmaceuticals Ltd 73. Wockhardt Ltd Contd

4 G SUGAR 74. Andhra Sugars Ltd 75. Balrampur Chinni Mills Ltd 76. Bannari Aman Sugars Ltd 77. DCM Shriram ndustries Ltd 78. ED_Parry ndia Ltd 79. Jeypore Sugar Ltd 80. Oudh Sugars Ltd 81. Sakthi Sugars Ltd 82. Saraswati ndustrial Syndicate Ltd 83. Simbhaoli Sugar Mills Ltd 84. Ugar Sugar Works Ltd 85. Upper Ganges Sugar Mills Ltd H AUTOMOBLE 86. Ashok Leyland Ltd 87. Atul Auto Ltd 88. Bajaj Auto Ltd 89. Eicher Motors Ltd 90. Force Motors Ltd 91. Hero Honda Motors Ltd 92. Hindustan Motors Ltd 93. Kinetic Motors Ltd 94. LML Ltd 95. Mahindra & Mahindra Ltd 96. Maruti Udyog Ltd 97. Scooters ndia Ltd 98. Swaraz Mazda Ltd Contd

5 99. Tata Motors Ltd 100. TS Motor Co. Ltd SOFTWARE 101. GTL Ltd 102. HCL Technologies Ltd 103. FLEX Solutions Ltd 104. gate Global Solutions Ltd 105. nfosys Technologies Ltd 106. Larsen & Toubro Ltd 107. Mascon Global Ltd 108. Pentamedia Graphics Ltd 109. Polaris Software Lab Ltd 110. Rolta ndia Ltd 111. Satyam Computer Services Ltd 112. Wipro Ltd 296

6 ANNEXURE 2 CHECKLST ON CORPORATE GOERNANCE DSCLOSURE AS PER CLAUSE 49 OF THE LSTNG AGREEMENT S.No. tems A. Company s Philosophy on Corporate Governance B. Board of Directors Size of the Board Composition of the Board No. of Board Meetings Held Along with Dates Attendance of ndividual Director at the Board Meetings Attendance of ndividual Director at Last Annual General Meeting nformation to be Placed Before the Board at Board Meeting Committees Position Held on Other Companies Boards A Brief Resume of the Director to be Appointed or Re-appointed. C. Audit Committee Brief Description of Terms of Reference Composition and Names of Members ndependent Director to Act as a Chairman Presence of Chairman at AGM to Answer Shareholders Queries Participation of Head of Finance, Statutory Auditors, Chief nternal Auditors and Other nvitees in the Meetings. Meetings Held and Attendance During the Year Financial Literacy of Members Secretary of the Committee D. Remuneration of Directors Details of Remuneration Package of all the Directors Performance Linked ncentives Contd

7 nformation on Performance Evaluation Criteria of Directors nformation on Service Contracts of Directors Notice Period of the Directors Severance Fee for Directors D. Shareholders/nvestors Grievance Committee Name of Non-executive Director Heading the Committee Name and Designation of Compliance Officer Number of Shareholders Complaints Received No. of Outstanding Complaints Number of Pending Share Transfers E. General Body Meetings Location and Time: Last Three AGMS Held F. Disclosures Materially Significant Related Party Transactions Details of Non-compliance, Penalties mposed by SEB or Any Statutory Authority G. Means of Communication nformation on Quarterly Results Newspapers Details Website Details Display of Official News Releases Presentations Made to nstitutional nvestors/ Analysts Management Discussion and Analysis Report as a Part of Annual Report H. General Shareholder nformation AGM : Date, Time and enue Financial Calendar Date of Book Closure Dividend Payment Date Contd

8 X X X X X X X Listing Details Stock Code Market Price Data Performance of Company s Stock in Comparison to Broad-based ndices Such as BSE Sensex, CRSL ndex, etc. Registrar and Share Transfer Agents Share Transfer System(at least once in fortnight) Distribution of Shareholding Shareholding Pattern Dematerialization of Shares and Liquidity Plant Locations Address for Correspondence. Certificate of Auditors on Compliance with Corporate Governance Code A. Remuneration Committee Brief Description of Terms of Reference Composition and Names of Members ndependent Director to Act as a Chairman Presence of Chairman at AGM Meetings Held & Attendance During the Year B. Shareholders Rights Half Yearly Report Sent to the Shareholders Special Resolutions Passed Through Postal Ballot During the Last Year Name of the Person Who Conducted Postal Ballot Special Resolution Proposed to Be Conducted Through Postal Ballot Procedure for Postal Ballot nformation on Reimbursement of Expenses, ncurred by NE Chairman to Maintain Chairman s Office 299

9 ANNEXURE 3 CHECKLST ON OLUNTARY CORPORATE GOERNANCE DSCLOSURE S.No. tems A) Board of Directors 1 Functions of the Board 2 Board Membership Criteria 3 Date of Appointment of Directors 4 Appointment of Lead ndependent Director 5 Training of Board Members 6 Retirement Age or Tenure of Directors 7 Mechanism for Evaluating the Performance of Non Executive Directors 8 Relationships With Other Directors 9 Shareholdings of the Directors B) Meetings and Attendance 1 nformation on Scheduling and Selection of Agenda tems 2 Duration of Board Meetings 3 Duration of Gap Between Two Meetings 4 Procedure of Board and Committee Meetings 5 ndividual Attendance Record of Directors at Board or Committee Meetings C) Formation of Committees 1 Corporate Governance Committee 2 Ethics or Compliance Committee 3 Nomination Committee 4 nvestment Committee 5 Committee of Directors Contd. 300

10 6 Management Committee 7 Research & Development Committee 8 Finance Committee 9 Health, Safety and Environment Committee 10 Project Monitoring Committee 11 Strategy Committee 12 Risk Management Committee 13 Miscellaneous D) Corporate Governance nitiatives 1 Whistle Blower Policy 2 Code of Conduct for Directors or Senior Management Personnel 3 Corporate Governance Rating 4 Succession Planning 5 nsider Trading Code E) Reports of Committees 1 Compliance Report on Cadbury Committee s Recommendations 2 Compliance Report on Blue Ribbon Committee s Recommendations 3 Compliance of OECD Principles on Corporate Governance 4 Euro Shareholders Corporate Governance Guidelines 5 Compensation Committee Report 6 Nomination Committee Report 7 Audit Committee Report 8 nvestors Grievance Committee Report 9 Complinace With Naresh Chandra Committee s Recommendations 10 Compliance With Narayana Murthy s Code on Corporate Governance Contd. 301

11 11. CEO and CFO Certification on Financial Statements 12 Miscellaneous F) Shareholders 1 Dividend History of Company 2 nformation on Unclaimed Dividends 3 Top Ten Shareholders of the Company C4 List of Persons Holdings More Than 1% Shares 5 Changes in Equity Share Capital During the Year 6 Paid Up Equity Share Capital History 7 List of nvestors Service Centers 8 Shareholders Satisfaction Survey 9 nformation on SEB Edifar filing 10 Electronic Clearing Service (ECS) Mandate 11 Nomination Facility G) Awards or Accolades for Corporate Governance 302

12 ANNEXURE 4 QUESTONNARE Dear Respondent, (Reema Sharma), Senior Research Fellow in the Department of Commerce and Business Management, Guru Nanak Dev University is engaged in Doctoral Research on the topic mpact of Corporate Governance on Financial Performance of Selected Companies in ndia. One of my objectives is to study the corporate governance disclosure practices of the companies as per clause 49 of the listing agreement. So you are requested to assign weights to the selected dimensions from clause 49 of the listing agreement. The weights are to be assigned out of 100 to all dimensions on the basis of relevance such that the total of all the weights should be 100. shall be highly obliged for your co-operation and assure you that information received will be used for research purpose only. S.No. Broad Dimensions Weights 1. Board of Directors (Size, Composition, Meetings, Committee Positions, etc.) 2. Audit Committee (Size, Composition, Meetings, Financial Literacy of Members, etc.) 3. Remuneration of Directors (Remuneration Committee s Composition, its meetings, Remuneration Policy, Performance Evaluation of Directors, etc.) nvestors Grievance Committee. 5. General Body Meetings (enue & Time of Meetings, Special Resolution, Postal Ballot, etc.) 6. Disclosures (Related Party Transactions and Compliance of Law) 7. Means of Communication (Financial Results, Newspapers and Website Details, Press Release, etc.) General Shareholders nformation. PROFLE Name :. Age :. Sex :. Qualification :.. Occupation / Profession :.. Address :... D : Total of Weights