REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The company's philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders, employees, the Government and Tenders.
Recognising the respective roles and responsibilities of Board and Management:
The Board is professional in character and constantly strives to steer the company towards higher achievement within the framework of accountability and social responsibility. Driven by values, it endeavours of effectively align the interest of shareholders and the society. The Directors are eminent personalities in their own right drawn from different walks of life. To establish an effective mechanism for overseeing the affairs, keeping in view the company's size complexity, operations and corporate tradition and culture, the company's framework is designed to:
i) enable the Board to provide strategic guidance for the company and effective overseeing of the management.
ii) define the respective roles and responsibilities of senior executives and officers to ensure accountability.
3. AUDIT COMMITTEE
An Audit Committee of the Company in terms of section 292A of the Companies Act, 1956 and as per requirement of clause 49 of the Listing Agreement, was duly constituted. Audit Committee comprises of Mr. Sharad Dhadhich as Chairman and Mr. Maksud Khan & Mr. Dinesh Kumar Chouhan as members. The terms of reference of the Audit Committee are contained in Section 292A of the Companies Act, 1956 and also as contained in the Corporate Governance Clause of the listing Agreement
4. SHARE HOLDERS'/ INVESTORS' GRIEVANCE COMMITTEE
The Company has an independent Shareholders' Grievance Committee to look into the redressal of Investors' complaints like transfer of shares, non-receipt of balance sheet etc., besides complaints from SEBI, Stock Exchange etc.
Mr. Sachin Sharma acts as the compliance officer.
The committee met two times during the financial year. The committee is prompt in attending to requests received for transfer, split, consolidation, issue of duplicate certificates etc. well within the stipulated time.
RELATED PARTY TRANSACTION
Related party transactions are defined as transactions of the Company of a material nature with its Promoters, Directors or the Management, their subsidiary or relatives, etc. that may have potential conflict with the interest of the Company at large.
Among the related party transactions are, contracts or arrangement made by the Company from time to time with the Companies in which Directors are interested. All those contracts or arrangements are entered in the Register of Contracts under section 301 of the Companies Act, 1956 and the Register is placed before every Board Meeting.
All transaction covered under the Related Party Transactions are regularly ratified and/or approved by the Board.
There has been no transaction of the Company with its promoters, their subsidiary or the management that may have potential conflict with the interest of the Company at large.
6. STATUTORY COMPLIANCE, PENALTIES AND STRICTURES:
The trading in Equity shares of the Company is currently suspended in the stock exchanges.
8. MEANS OF COMMUNICATION
The quarterly results are available on BSE website
9. GENERAL SHAREHOLDER INFORMATION
Compliance Officer : Mr. Sachin Sharma
Date and Time : 30th September, 2013, Monday, at 11.30 A.M.
Venue : Registered office
Financial Calendar : April – March
Date of Book Closure : 28th September, 2013 to 30th September, 2013(both days incl.)
Listing of Stock Exchanges : Bombay Stock Exchange Limited
Dividend : No dividend is declared
Stock Code : BSE : 506822
Company has established demat connectivity with NSDL & CDSL. As at the end of the financial year, 49.53% Equity Share Capital was held in DMat.
Registrar & Share Transfer Agent
Bigshare Services Pvt Ltd E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai- 400 072 Tel No: 022-28470652, 40430200
Share Transfer System
Share Transfer in physical form are generally registered and returned within 15 days from the date of receipt in case if documents are complete in all respects.
10. CODE OF CONDUCT
All the members of the Board and senior management personnel have affirmed compliance with the Company's Code of Conduct.
DECLARATION BY THE DIRECTOR
It is hereby declared that all the Board Members and Senior Management Personnel have affirmed compliance of code of conduct, pursuant to Corporate Governance, for the year ended 31st March 2014.
For and on behalf of the Board of Directors of
For M.P. POLYPROPYLENE LIMITED
DATE: September 2, 2014