1. COMPANY'S PHILOSOPHY : .
Your company believes in conducting its affairs with the highest levels of
integrity, with proper authorisations, accountability and transparency. The
business operations of your company are conducted not to benefit any
particular interest but for the benefit of all shareholders.
2. BOARD OF DIRECTORS :
The Company has Executive Chairman and the number of independent Directors
exceed 1/2 of the total number of Directors. The number of Non-Executive
Directors exceeds 50% of the total number of Directors.8 (Eight) Board
Meetings were held during 2010-2011 and the gap between two meetings
did not exceed four months. The date on which the Board Meeting were
held were 13-04-2010, 28-04-2010, 12-06-2010, 30-07-2010, 10-08-2010,
30-10-2010, 29-01-2011 & 31-03-2011.
The name and categories of the directors on the board, their attendence at
board meetings during the year and at the last Annual General Meeting and also
the number of Directorships held by them in other companies are given below :
_________________________________________________________________________________________
Name Category No. of Board Whether No. of Directo
Meetings Attended AGM rship in other
attended 2010-11 Held on Companies
Dt:25.09.2010 Chairman Director
------------------------------------------------------------------------------------------------------------------------------------
Mr.Harish Chand Jain Non Independent/ 8 Yes - 1
(Chairman) Executive Chairman
Mr.Sunil Kumar Jain Independent/ 8 Yes - 1
Non Executive/
Mr.Deepesh Jain Independent/ 8 Yes - -
Non Executive
Mr.Mahendra kumar Jain Independent/ 1 No - -
Non Executive
-------------------------------------------------------------------------------------------------------------------------------------
3. AUDIT COMMITTEE
The Company constituted an Audit Committee consisting of Non-executive Directors during
2002-2003 , five Meeting's were held during the year from 1.04.2010 to 31.03.2011. The
said meeting's were held on 28-04-2010,30-07-2010,10-8-2010,30-10-2010,29-01-2011 The
constitution of committee and attendence of each member of the committee as on March 31,
2011 are given below :-
_______________________________________________________________________________________________
SL. Names Of Members Category No. of Meetings attend
No. during the year 2010-2011
Held Attending
______________________________________________________________________________________________
1. Mr. Sunil Kumar Jain Independent/Non executive 5 5
(Chairman)
2. Mr. Deepesh Jain Independent/Non executive 5 5
(Having expert financial
and accounting knowledge)
3. Mr. Mehendra Kumar Jain Independent/Non executive 1 1
_______________________________________________________________________________________________
The Audit committee has been vested with the following powers :
1. To investigate any activities within its terms of refer-
ence
2. To seek information from any employee
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise if
it considers necessary
TERMS OF REFERENCE :
1. Overseeing the company's financial reporting process and disclo-
sure of its financial information ensure that financial state-
ment is correct sufficeint and credible
2. Recommending the appointment and removal of external auditor,
fixation of audit fees and also approval for payment of any
other services
3. Reviewing with managment the annual financial statements before
submission to the board focussing primarily on :
* Any changes in accounting policies and practices
* Major accounting entries based on exercise of judegment by
managment
* Qualification in draft audit report
* Significant adjustments arising out of audit
* The going concern assumption
* Compliance with accounting standards
* Compliance with Stock Exchanges and legal requirements con-
cerning financial statements
* Any related party transactions i.e. transaction of the compa-
ny of material nature with promotors or the managment . their
subsidiaries or relative etc. that may have potential confi-
licat with the interest of company at large
4. Reveiwing with the managment. external and internal auditors
the adequancy of internal control systems
5. Reveiwing the adequancy of internal audit funtion . including
the structure of the internal audit department staffing of the
official headings the department . reporting structure coverage
and frequency of internal audit
6. Discussion with internal auditors any significant findings and
follow up thereon
7. Reveiwing the findings of any internal investigations by the
internal auditors into matter 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
8. 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
9. Reveiwing the company's financial and risk management policies
10. To look into the reasons for substantial defaults in the payment
to the depositors. debentures holders , shareholders (in case of
non payments of declared dividends) and creditors
4. REMUNERATION COMMITTEE
The Remuneration Committee determines and recommends to the
Board of Directors, Remuneration payable to the Managing Direc-
tor . The Board of Directors approves the remuneration to the
Directors on the basis of their performance as well as Company's
performance, subject to consents as may be required.
The Non-Executive Director are not paid any remuneration except
for the sitting fees for attending the Board Meeting / Committee
Meetings.
The resolutions for the appointment and remuneration payable
including commission to the Directors are approved by the share-
holders of the Company.
The remuneration to the Directors consists of a fixed salary and
other perquisites. The Leave Travel allowance, is paid as per
the Company rules. Provident Fund and superannuation are provid-
ed for as per the Company's policy. Wherever applicable the
perquisites are considered a part of remuneration and taxed as
per Income laws. The commission recommended by the Remuneration
Committee to the Board are paid in accordance with the provi-
sions of the Companies Act, 1956.
The Remuneration Committee presently consist of Mr. Deepesh Jain
Mr.Sunil Kumar Jain & Mr.Mahendra Kumar Jain .
5. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE.
Presently,the committee comprised of three non executive direc-
tors chaired by Shri Mahendra Kumar Jain beside Shri Sunil Kumar
Jain and Shri Deepesh Jain are member of the committee. Shri
Punit Mittal General Manager M/s Beetal Financial & Computer
Services (P) Ltd. (Share Transfer Agent)is the compliance officer
of the company. The committee consituted to specifically look
into the redressing of shareholders and investors complaints
like transfer of shares, non receipt of balance sheet, non
receipt of declared dividend etc.
The committee meets every fortnight.
There is no investor complaint pending as on 30th June, 2011.
6. GENERAL BODY MEETINGS
The details of last three Annual General Meetings are as under:
-------------------------------------------------------------------------------------------
AGM No. Date Time Vanue
-------------------------------------------------------------------------------------------
22nd AGM 27th Sept.,2008 10.00 AM ANOKHA GAON,Near Road No.14
V.K.I.A.,Sikar Road, Jaipur
23rd AGM 26th Sept.,2009 10.00 AM ANOKHA GAON,Near Road No.14
V.K.I.A.,Sikar Road, Jaipur
24th AGM 25th Sept.,2010 10.00 AM ANOKHA GAON,Near Road No.14,
V.K.I.A.,Sikar Road, Jaipur
--------------------------------------------------------------------------------------------
Ordinary/Special resolution were passed at the meeting by show of
hands/ unanimously/through ballot. There were no special resolution
passed by the company through postal ballot at any of the above
meetings.
7. DISCLOSURES :
The Company has complied with the provisions of law and no penalties
or strictures have been imposed by the Stock Exchanges or SEBI or
any other statutory authority, on any matter related to the capital
markets, during the last 3 years. the Directors did not incur any
disqualification under section 274 (1)(g) or under any other law
applicable to the company. Disclosures on material significant
related party transaction are as under:
The following transactions were carried out with related parties in
the financial year 2010-2011.
1. Hiring charges: Rs.72000/-paid to M/s Tridev Finance Co. Ltd.
2. Managerial Remuneration: Rs. 720000/-was paid to Shri Harish
Chand Jain
3. Board Meeting Fees: Rs.15600/- paid to key Managment Personel.
4. Salary Rs.180000/- Paid to Shri Pradeep Jain .
5. Salary Rs.180000/- Paid to Shri Sourabh Jain .
6. Loans & Advance Granted and received back Rs.6423906/-
7. Loans & Advance taken and paid back Rs.1200000/-
8. MEANS OF COMMUNICATION
The Board of Directors of the Company approves and take on
record un-audited financial results with in one month of the
close every quarter and announces forthwith the results to all
the Stock Exchanges in the format prescribed by SEBI, where the
shares of the Company are listed. Shareholders are intimated
through print media of quarterly financial results and perform-
ance besides significant matters, with in time period stipulated
from time to time by stock exchanges.The quarterly Un-audited
financial results are published in leading national newspaper
i.e. The Hindustan Times (English) and Khabaron ki Dunia (Hindi)
All information relating to investors can also be seen at our
website www.rajtube.com
9. GENERAL SHAREHOLDERS INFORMATION
---------------------------------------------------------------------------------------
Sl. Slient Items of interest Particulars
No.
---------------------------------------------------------------------------------------
1. AGM Date, Time and venue 24th Sept., 2011 ( 10:00 AM )
Anokh Gaon, V.K.I.A,
Sikar Road, Jaipur
2. Financial calendar Year ending March 31,2011
3. Date of book closure 22nd Sept. to 24th Sept.
2011 (both days inclusive)
4. Dividend payment date No dividend was declared
5. Listing on Stock Exchanges 1. THE STOCK EXCHANGE, MUMBAI
Phiroze Jee Jeebhoy Towers,
Dalal street, Mumbai-400001
Tel. : +91-22-22721234/33
Fax : +91-22-22723677
2. THE DELHI STOCK EXCHANGE
ASSOCIATION LTD.
DSE House, 3/1 Asaf Ali
Road,New Delhi-110002,
Tel. : +91-11-46470000/33/34
Fax : +91-11-46470053/54
3. JAIPUR STOCK EXCHANGE LTD.
Stock Exchange Building,
J.L.N Marg, Malviya Nagar,
Jaipur -302017
Tel. : +91-141-2729041/94
Fax : +91-141-2729082
6. Stock Code and 530253 (BSE),8343 (Delhi)
ISIN Number & 567 (Jaipur) and ISIN No.
INE497E01012
7. Registrar & Share BEETAL FINANCIAL & COMPUTER
Transfer agents SERVICES (P) LTD.,
BEETAL HOUSE 3rd FLOOR,
99,MADANGIR BEHIND LOCAL,
SHOPPING CENTRE NEAR DADA,
HARSUKH DAS MANDIR,
NEW DELHI - 110062 .
8. Share Transfer System Share lodged in physical form
with the Company /its Registrar
& Share transfer Agents are
processed and returned, duly
transfered with in 30 days nor-
mally, except in cases where
litigation is involved.
In respect of share held in demat-
erialized mode, the transfer takes
place instantaneously between the
transferor, transferee and depository
participant through electronic debit
/credit of the accounts involved.
9. Dematerialisation of shares As at 31st March,2011,3565275 share were
and liquidity held in dematerialized mode.
10. Outstanding GDRs/ADRs/ There are no outstanding instruments
warrents or any convertible and hence there will be no dilution.
instruments, conversion date of the equity.
and likely impect on equity
11. Plant locations Your company's product plant was located
at the following address:
28-37, Jatawali Mod, Maharkala, Dehra,
Tehsil: Chomu, Distt. Jaipur
12. Address for correspondence Reg. Off. 404, Shekhawati Complex, Station
Road, Jaipur-302006, Rajasthan.
13. Market Price Data: High/Low during 2010-2011 on the following exchanges:
The Shares of the Company are frequently traded in Mumbai Stock Exchanges
and there has been no trading in Delhi and Jaipur Stock Exchanges during
the year 2010-2011.
High :- Rs. 23.25/-
Low :- Rs. 8.52/-
14. Distribution of shareholding as on March 31, 2011
Range of No. of shareholders % of Shareholders No. of Share Hold % of Shareholding
shares
-----------------------------------------------------------------------------------------------------------------------------
1 - 500 2123 77.79 471151 10.45
501 -1000 326 11.95 279101 6.19
1001-2000 152 5.57 245567 5.45
2001-3000 31 1.14 81580 1.81
3001-4000 18 0.66 64428 1.43
4001-5000 12 0.44 56753 1.26
5001-10000 26 0.95 181383 4.02
Over 10000 41 1.50 3127837 69.39
Total 2729 100.00 4507800 100.00
-----------------------------------------------------------------------------------------------------------------------------
15. Categories of Shareholding as on March 31, 2011
Category No. of share held % of shareholding
-----------------------------------------------------------------------------------------------
Indivduals 3731740 82.78
NRI's 45942 1.02
Companies 730118 16.20
Total 4507800 100.00
------------------------------------------------------------------------------------------------
AUDITORS CERTIFICATE
To
The Members of Rajasthan Tube Mfg. Co. Ltd.
We have examined the compliance of conditions of corporate gover-
nance by Rajasthan Tube Mfg. Co. Ltd., for the year ended on March
31, 2011, as stipulated in Clause 49 of the listing agreement of the
said company with the stock exchanges.
The compliance of conditions of corporate governance is the respon-
sibility of management. our examination was limited to procedures
and implimentation therof, adopted by the company to ensure compli-
ance with the conditions of 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, we certify that the company has com-
plied with the conditions of corporate governance as stipulated in
the above mentioned Clause 49 of the listing agreement.
We state that no investor grievances are pending for a period ex-
ceeding one month against the company as per the records maintained
by the investor grievances committee.
We further state that such compliance is neither an assurance as to
the future viability of the company nor the efficiency or effictive-
ness with which the managment has conducted the affairs of the
company.
For PRAMOD & ASSOCIATES
Chartered Accountants
(Registration No.001557C)
Jaipur (ABHISHEK DALMIA)
Dated : 8th August, 2011 Partner
(Membership No.403936)
