REPORT ON CORPORATE GOVERNANCE INTRODUCTION
The report for the year 2014-2015 as required under clause 49 is as follows:
I. COMPANY'S PHILOSOPHY:
The company is committed to adopt the best Corporate Governance practices and endeavors continuously to implement the Code of Corporate Governance in its true spirit. The Company's philosophy in relation to Corporate Governance is to ensure transparency in all its operations, make disclosures and enhance shareholders' value without compromising in any way in complying with applicable laws.
The Board of Directors acknowledges that it has a fiduciary relationship and a corresponding duty towards the stakeholders to ensure that their rights are protected. Through the Governance mechanism in the Company, the Board along with its committees endeavors to strike a right balance with its various stakeholders.
II. BOARD OF DIRECTORS:
The Company does not have a designated Chairman.
7 Board meetings were held during the period April 01, 2014 to March 31, 2015: They were held on 29.05.14, 04.08.1448.09.14,30.09.14,04.11.14, 05.02.15,and 24.03.15
SHARE TRANSFER MEETINGS
7 Share Transfer committee meetings were held during the period April 1,2014 to March 31,2015
They were held on 04.04.14,04.06.14,27.10.14,26.11.14,23.12.14 ,20.01.15 and 23.02.15.
Manager u/s 203 of the Companies Act.:
Mr. D.Harold was appointed as Manager u/s 203 of the Companies Act 2013 for a further period of 1 year i.e.01.04.2015 to 31.03.2016.
B. Remuneration to Directors for the year 2014-2015
There is no remuneration paid to the Directors as they are all Non-Executive Independent Directors. There are no Service Contracts executed with the Directors and they have been appointed pursuant to the resolutions passed at the General Meetings.
C. Information in respect of the Director seeking reappointment at the AGM
Mr. JS Narayana 70 years, has been director of the company since 2009 He is Ph.D in mineral processing and has over 26 years experience in various sectors . He is not a Director in any other Company.
III. Audit Committee:
The Audit Committee of the Board of Directors of the Company ,inter alia, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures.
Apart from all the matters provided in Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013 the Committee meets Statutory Auditors periodically and discusses their findings, suggestions, internal control systems, scope of audit, observations of the Auditors and reviews accounting polices followed by the company. The Committee makes recommendation(s) to the Board on any matter relating to the financial management of the Company including Statutory Audit Reports. The Committee also recommends the appointment of the Statutory Auditors and fixation of their remuneration.
The Committee reviews with the management the quarterly, half yearly and annual financial statements before their submission to the Board.
As per SEBI regulations and Listing Agreements^, qualified and Independent Audit Committee was formed with minimum 3 Directors as members Mr JRK Sarma ,the Chair person,Mr.K Elangovan and Mr JS Narayana. All the members of the Audit Committee are financially literate and have relevant financial expertise. The quorum for the Audit Committee meeting is two members with at least two independent Directors present at the meeting .No personnel were denied access to the Audit Committee.
The Audit Committee generally meets once in a quarter to interalia review the quarterly performance and the results. The Meetings of the Audit committee were held on 29.05.14,04.08.14,18.09.14,04.11.14 and 05.02.15.
The Board has appointed Mr.SivaSubramaniam,Chartered Accountant as Internal Auditor and their reports are placed before the Audit Committee with action taken.
IV. Nomination & Remuneration Committee:
The Company's Remuneration Committee comprises of independent and Non- Executive Directors. Mr JRK Sarma,Mr.K Elangovan and Mrs.V.Padma. The broad terms of reference are to appraise the performance of the Manager appointed u/s 203 of the Companies Act 2013 to determine and recommend to the Board compensation payable to him,details of which are included in the Report. Mr JRK Sarma is the Chairman of the Remuneration Committee.
The Remuneration Committee met on 24th March 2014, and approved the terms of appointment of Mr.D.Harold as Manager u/s 203. of the companies Act 2013.
V.Vigil Mechanism and Whistle Blower Policy:
The Company has a code of conduct and policy has been formulated for its successful implementation. Audit Committee overseas the function and the same is put on the web site.
VI. Stakeholders Relationship and Investors' Grievance Committee
The Company has duly constituted a stakeholders' and Investors' Grievance Committee,which is headed by the Independent Director, Mr J RK Sarma to attend and address grievances of the stakeholders and Investors as and when received. Mr.K Elangovan and MrJS Narayana are the other members of the committee.
Mr.R Kuppu Rao is the Company Secretary and Compliance Officer of the Company.
VII. Subsidiary Company:
The Company has no subsidiary company.
The Company has not entered into any transaction of a material nature with the promoters, the Directors ,the management ,subsidiary or relatives, etc. that may have any potential conflict with the interests of the Company. There are no transactions with related parties.
The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory authorities on all matters related to capital markets during the last three years. There were no penalties imposed nor any strictures passed on the Company by the Stock Exchanges, SEBI or any other statutory authority relating to the above.
In compliance with the SEBI (Prevention of Insider Trading) Regulations, 1992, as amended till date, on prevention of Insider Trading, the Company has a comprehensive Code of Conduct and the same is being strictly adhered to by its management, staff and relevant business associates.
Disclosure of no. of shares and convertible instruments held by Non Executive directors, as per clause 49(rV)E(iv)of the listing agreement:
X. Means of Communication
The half yearly / Quarterly results are published in the newspapers (Chennai edition) and are not being sent to each household of shareholders. The results are usually published in the"Trinity Mirror in English and Makkal Kural in Tamil.
The company has its own Website and posts information relating to financial results on www.accl.net.in under the Corporate Filing and Dissemination System as required by SEBI. The Company does not make presentation to institutional investors or analysis.
Information relating to Management Discussion and Analysis Report forms part of the Directors' Report
XI. General Shareholder information:
Annual General Meeting : 27th Annual General Meeting
Date & Time : 23.09.2015 at 11.00 a.m.
Venue " Hall of Ragas "
Book Closure Date
17.09.2015 to 23.09.2015 (both days inclusive).
The Company's Financial year is based on 4 periods comprising of 3 months per period : Financial Calendar: April 1st 2015 to March 31st 2016.
Adoption of Quarterly Results for the quarter ending - On or before
June 30th 2015 14th August 2015
September 30th 2015 14th November 2015
December 31st 2015 14th February 2016
March 31st 2016 30th May 2016
Registered & Corporate Office :
Gokul Arcade, I floor,. 2 Sardar Patel Road, Adyar, Chennai 600 020
Listing of Equity Shares on Stock Exchanges :
The Madras Stock Exchange .
Applied for Restoration of Listing with Bombay Stock Exchange.
Madras Stock Exchange
ISIN No: INE212AO1013
Stock Code ACE
Stock Price Data:
Madras Stock Exchange (MSE)-Not quoted on any day during the year.
Registrar & Transfer Agents
M/s Integrated Enterprises (India) Ltd
2nd floor, "Kences Towers" 1, Ramakrishna Street, North Usman Road, T Nagar, Chennai 600 017.
Share Transfer System:
A Committee of Directors comprising of Mr JRK Sarma, Mr.KElangovan and MrJS Narayana has been constituted to approve the transfer, transmission, dematerialization and dmaterialization of shares, issue of duplicate share certificates and allied matters .The Company's Registrar M/s Integrated Enterprises India Ltd. have adequate infrastructure to process share transfers and dematerialization of shares.
Shares sent for transfer in physical form are registered by the Registrar and Share Transfer Agent within 15 days of receipt of the documents, if found in order. Shares under objection are returned within two weeks. The Share Transfer Committee meets generally once in 2 weeks to consider the transfer proposals. All requests for dematerialization of shares are processed and the confirmation is given to the respective depositories ie., National Securities Depository Limited (NSDL) and Central Depository Services Ltd. (CDSL) within 15 days.In compliance with Listing Agreement, every six months ,a practicing Company Secretary audits the system and a certificate to that effect is issued and filed with the stock exchange.: