REPORT ON CORPORATE GOVERNANCE
A brief statement on Company's philosophy on code of governance:
The Company strongly believes that good Corporate Governance is a prerequisite for enhancing long term shareholders value and considers it to be an internally driven need that does not merely need to be enforced externally. The Company is committed to the principles and features of good Corporate Governance and has consistently followed high standards of Corporate Governance in all its activities and processes:
The principles and practices the Company follows are imbibed in its system of working and are part and parcel of the Company's policies, rules, regulations and procedures.
BOARD OF DIRECTORS
The Board of Directors is a sound mix of executive and independent Directors to maintain the independence of the Board and to separate the Board function of governance and management. The Board has presently Four members viz. Sh. Rajpal Chaudhary, Sh. Deepak Verma, Sh. Rajesh Kumar and Sh. Amrik Singh. The Directors have varied experience in business, industry finance, law and public enterprises.
2. None of the directors on the Board are members of more than ten Committees or Chairman of more than five Committees across all the Companies in which they are directors as on March 31,2012.
3. Directors retiring by rotation and are being considered for reappointment. In accordance with the provisions of Companies Act, 1956, Shri Amrik Singh, will be retiring by rotation at the forthcoming Annual General Meeting. Being eligible he offers himself for reappointment.
4. The Board meets at least four times in a year at quarterly intervals and more frequently, if deemed necessary. During the year ended on 31st March 2012, Six Board meetings were held and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows: 30.04.2011, 30.07.2011, 24.08.2011, 31.10.2011, 31.01.2012 and 31.03.2012.
5. None of the Non Executive Directors have any material pecuniary relationship or transactions with the Company.
6. The Company has not entered into any materially significant transactions with its Directors/management or relatives, etc., affecting the interest of the Company at large, except in the normal course of business.
COMMITTEES OF DIRECTORS
The Board has constituted Three committees viz-a-viz, Audit Committee, the Shareholders'/Investors' Grievance Committee and Remuneration cum Compensation Committee. The Board is responsible for constituting, assigning, co-opting and fixing the terms of references for these committees. Recommendations/decisions of the committees are submitted to the Board for approval. The committees of Board are as follows:
The Audit Committee constituted by the Board of Directors consists of three members, all of them are well versed in finance matters, accounts, company law and general business practices.
The composition of the Audit Committee is as under:
1. Sh. Rajpal Chaudhary - Chairman (Non -Independent Director)
2. Sh. Rajesh Kumar- Member
3. Sh. Amrik Singh - Member
Terms of reference:
The terms of reference of the Audit Corrtrnittee include:
a) To review financial statements and pre-publication announcements before submission to the Board.
b) To ensure compliance of internal control systems and action taken on internal audit reports.
c) To apprise the Board on the impact of accounting policies, accounting standards and legislation.
d) To hold periodical discussions with statutory auditors on the scope and content of the audit.
e) To review the company's financial and risk management policies. During the year under review four meetings of the Committee were held.
INVESTORS GRIEVANCE COMMITTEE:
The cornmittee consists of following Directors:-
1. Sh. Deepak Verma - Chairman
2. Shri Amrik Singh - Member
3. Shri Rajesh Kumar - Member
The committee specifically looks into redressal of shareholders' and investors' complaints such as transfer of shares, non-receipt of shares after transfer, non-receipt of dividends and to ensure expeditious share transfer process undertaken by the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services.
The company addresses all complaints, suggestions and grievances expeditiously and replies are sent/issued resolved usually within 15 days unless there is a dispute or other legal constraint.
No requests for share transfer are pending.
The terms of reference of Remuneration Committee includes the determination of remuneration packages of the executive Directors including remuneration policy, pension rights and any compensation payment or stock options and to approve the payment of managerial remuneration upto the limits specified therein.
The company has no pecuniary relationship or transaction with its Directors.
The remuneration policy as drafted by the company is directed towards rewarding performance. It is aimed at attracting and retaining high calibre talent. The company does not have an incentive plan, which is linked to performance and achievement of the Company's objectives. The company has no stock Option scheme. The company has constituted a Remuneration Committee to deal with matters pertaining to the fixation of remuneration of Director and other key managerial personnel.
CODE OF CONDUCT:
The Company in pursuance of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the amendments thereof has formulated/revised a Code of Conduct for prevention of Insider Trading. The code lays down guidelines, which advises on procedures to be followed and disclosures to be made while dealing with the shares of the company and indicates the consequences of non compliance.
The company has also laid down a Code of conduct for Board members and Senior ir.anagement personnel. The company is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure in compliance with applicable laws, rules and regulations. The Board of directors and Senior management have confirmed their compliance with the Code during the year.
a) The Board has received disclosures from key Managerial Personnel relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions of the company which have potential conflict with the interest of the company at large.
None of the transaction with any of the related parties were in conflict of the interest of the company.
Details of non compliance by the company, penalties and strictures imposed on the Company by the Stock Exchanges or SEBI, or any other statutory authority, or any matter related to Capital
MEANS OF COMMUNICATION
The company communications with the shareholders at Committee meets at frequent intervals to consider interalia, share transfers investor complaints relating thereto. All valid transfers are processed and affected within 15 days from the date of receipt. Since the shares are being dealt in material form and due to the financial sickness of the company it could not be possible for the company to engage a common agency to deal with both the assignments i.e. share transfers and demateriatization of shares. However, now some funds are being spared and soon the company's shares will be available in demat form.
General shareholder information
# 10/21, Old Rajinder Nagar, New Delhi
# 10/21, Old Rajinder Nagar, New Delhi
Address for correspondence
# 10/21, Old Rajinder Nagar, New Delhi
Annual General Meeting
Friday, 28.09.2012, Registered Office at 11.00 A.M.
Financial calendar (Tentative)
Results for quarter Ending JUNE 2012: Second Week of August 2012,
Results for quarter Ending SEPT.2012: Second Week of November 2012.
Results for quarter Ending DEC.2012: Second Week of February 2013.
Results for quarter Ending MARCH 2013: Second Week of May 2013.
Book Closure date
22nd September 2012 (Saturday) to 27th September 2012 (Thursday)
Listing on Stock Exchanges
The securities of the company are listed on Bombay Stock Exchange at Mumbai the Listing fee to the Stock exchange has regularly paid by the company.
Share transfer system
Applications for transfer of shares held in the physical form are received at the RTA Office. All valid transfers are processed and brought into effect within a period of 15 days from the date of receipt.
Shares held in the dematerialized form are electronically in the Depository and the Registrars and Transfer agents of the company periodically received from the Depository the beneficiary holdings so as to enable them to update their records and to send all corporate communications, dividend warrants etc.
The company has made agreement with depository i.e. NSDL for dematerialtzation of its share. The ISIN No. of the company is INE118F01011
Physical share received for dematerialization are processed and completed within a period of 21 days from the date of receipt, provided the are in order in every respect. Bad deliveries are immediately returned to Depository Participants under the advice to the shareholders.
The Address of Register and Transfer Agent:
Skyline Financial Services Private Limited
D-153 A, Okhla Industrial Area Phase-1, New Delhi
Tel: - +91-11-26812682 Fax:-+91-11-26292681
On and behalf of the Board of Directors
Place: New Delhi