CORPORATE GOVERNANCE REPORT"
The detailed report on Corporate Governance as per the format prescribed by SEBI and incorporated in clause 49 of the Listing Agreement is listed below:
Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. Your Company is committed to adopt the best Corporate Governance practices and endeavors continuously to implement the code of Corporate Governance in its true spirit. Over the years, we have strengthened governance practices. These practices define the way business is conducted and value is generated. The Company is committed to good Corporate Governance practices that serve and protect the short and long term interests of the stakeholders.
The following report on the implementation of the Corporate Governance requirements under Clause 49 of the Listing Agreement illustrates the efforts of the Company in having followed the Corporate Governance Principles.
AUDIT COMMITTEE During the financial year 2014-15, four meetings were held on the following dates: (1)30* May 2014 (2) 5* August, 2014(3) 11* November, 2014 (4) 09* February 2015.
CONSTITUTION OF AUDIT COMMITTEE DETAILS:-
* Possesses expert knowledge in finance, accounts and taxation and Company Law.
•Attendance of Audit Committee Meeting by Mrs. Rupali Bothara to be considered since 10.02.2015, due to effective date of her appointment. The Chairman of the Audit Committee attended the last Annual General Meeting of the Company held on 23rd August, 2014. The terms of reference of the Audit Committee inter-alia include the following: To review the Company's financial reporting process and its financial statements. To review the accounting and financial policies and practices.
To review the efficiency of the internal control mechanism and monitor risk management policies adopted by the Company and ensure compliance with regulatory guidelines.
To review reports furnished by the internal and statutory auditors and ensure that suitable follow-up action is taken. To examine accountancy, taxation and disclosure aspects of all significant transactions
The terms of reference of this Committee are wide enough covering the matters specified under the Listing Agreement
. SHAREHOLDERS GRIVENCE COMMITTEE
General Manager (F&A) of the Company is the secretary of the committee.
The minutes of the shareholders grievance committee meeting were circulated to the Board, discussed and taken note of secretary to the committee is also the looking after day to day working related to transfer of shares, correspondence with the shareholders, SEBI, Exchanges etc.
The said committee administer the following activities:-a)To look into and supervise the redress of shareholders /investors complaints like transfer of shares, transmission of shares, issue of Duplicate share certificates,
change of address, change of status, change of name transposition of shares, copy of balance sheet etc b)To consider and approve transfer of shares, dematerialization of shares, deletion off name, splitting and consolidation of shares etc. c)To delegate any of its responsibilities to any officer of the company or to R & T agents and to supervise the proper exercise of delegated powers
i All the special resolutions indicated above were passed by show of hands as they are ordinary Special Resolution. 2N0 Resolution Passed through postal ballot during the year, presently company does not have any transaction/proposal for postal ballot 7. DISCLOSURES
No Transaction of material nature has been entered into by the Company with Directors or Management and their relatives, etc. that may have a potential conflict with the interest of the Company. The Register of Contracts containing transaction, in which directors are interested, is placed before the Board regularly. There are the related parties transactions i.e. transactions of the Company with its Promoters, Directors and Management not conflicting with Company's interest, the details of which have been shown in Note No 31 of the Accounts for the year ended 31st March, 2015.
There has been no instance of non-compliance by the Company on any matter related to capital markets. Hence, the question of penalties or strictures being imposed by SEBI or the Stock Exchange does not arise.
8.NOTE ON DIRECTORS APPOINTMENT/RE-APPOINTMENT
Shri G. M. Bothara is liable to retire by rotation and being eligible offered him for re-appointment. He is Commerce graduate having vast knowledge of Income Tax, Excise, Sales Tax and allied matters.
9.MEANS OF COMMUNICATION
1 he Company had submitted its quarterly, half yearly and financial results to the stock exchange soon after its approval by the Board and published the same in leading national newspapers (i.e. Times of India in English and Gavkari in Marathi). The Company did not display the financial results on its website.
0.GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting
* Date, Day and Time : Saturday, September 19*, 2015 at 11.00 AM
* Venue : J-l 8, MIDC, Chikalthana, Aurangabad (MS)
The financial year of the company is April, 2014 to March, 2015.
Quarter ending June 30, 2014 : First week of August, 2014
Half year ending September 30, 2014 : Second week of November, 2014
Quarter ending December 31, 2014 : Second week of February, 2015
Year ending March 31, 2015 Last Week of May, 2015
ANNUAL GENERAL MEETING
For the year ending March 31, 2014 : August 23 , 2014
c)Date of book closure August 18ft,2014to August 23*2014 (Both days inclusive)
d)Dividend Payment Date : :: No dividend is declared for the year
e) Listing of Equity Shares on Stock Exchange:
- The Stock Exchange, Mumbai, 1st Floor, Rotunda Building, B.S. Marg, Fort Mumbai - 400001
Annual Listing fees have been paid to the Stock Exchange for the financial year 2014-2015 0 Scrip Code: The script code of the Company is 506979 and IS1N No. of the Company is INE 46E01017 (New ISIN is to be allotted by CDSL for new shares)
g)Market Price Data:
The trading in the shares of the Company was suspended since 15.04.2008 due to record date of 30.04.2008 fixed for issue of new shares post capital reduction, de-merger and consolidation of shares. The Company has made application to Bombay Stock Exchange for listing of the new equity shares. This application is under consideration of the exchange and the listing is awaited. In view of the same, the trading of the shares of the Company was not done during the year, hence no high & low price of shares is available. x
h) Registrar and Transfer Agents:m/s link intime india pvr. limited c- n, pannalal silk mills compound l.b.s. marg bhandup (w), mumbai - 400078 Website: Email :firstname.lastname@example.org
i) Share Transfer System:
The Company has retained M/s Link Intime India Pvt. Limited, Mumbai to carry out the transfer related activities. All valid transfer are affected within stipulated days and taken on record by the Board of Director of the Company. Share Certificates and Transfer deeds are received at Registered Office and Share Transfer Agent for doing the needful. Tradingin Securities of the Company can be done only in Dematerialized form and Company has signed agreement with Central Depository Services Limited.
k)Dematerialization of shares and liquidity: The Securities and Exchange Board of India (SEBI), through a notification have made it compulsory that any delivery in the Company's shares against stock exchange trades became compulsory in d-mat format. As on 31/03/2015, 1,04,219 equity shares (3.78%) of the total number of shares) have been dematerialized. The new shares in the dematerialized form are yet to be issued after allotment of new ISIN number by CDSL which is pending for the receipt of in principal approval from BSE.
l)Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity: NIL Plant Locations: The Companies plant for co-extruded tube is located at Gut No. 72, Viliage Pharola, Tq. - Paithan, Dist. - Aurangabad (MS) - 431105 &
m)Khasra No 529, 5th KM stone, AkabarpurUrd, Laksar - Haridwar Road, Laksar, Dist - Haridwar, (UTTARAKHAND)
n) Address for correspondence: M/s Apt Packaging Limited
J-l 8, MIDC Area, Chikalthana, Dist. - Aurangabad - 431 006 (MS) Tel No.: 0240-6642000/ 638 Fax.: 0240-6642011 Email ID :email@example.com < & csoffice@aptpackaging. in Website : www, aptpackagi ng. com o)Exclusive e-mail ID for redresses of investors complaints Email ID: investors@.aptpackaging.in