REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The basic objective of corporate governance adopted by your Board is to ensure accountability and transparency in the functioning of the management, with emphasis on integrity and regularity in the day to day functioning of your Company. Your Company espouses the cause of long term success in all area of its business and commits itself to achieve this through improved productivity, quality and performance. It continues to evolve, learn, adapt for the common good of its stakeholders and others.
It is believed by your Board that corporate governance must balance individual interests with corporate goals and operate within accepted norms of propriety, equity, fair play and a sense of justice.
2. BOARD OF DIRECTORS
A) The Board comprises of four Directors of which two are Non Executive Independent Directors, one is the Managing Director and one is a non Executive Director. The Board has an optimum combination of executive and non executive Directors and half of the Board consists of Non Executive Independent Directors. No Director is related to any other Director on the Board in terms of the definition of relative given under the Companies Act, 1956 except Shri Surendra Rampuria and Shri Siddharth Rampuria who are father and son.
Brief resume of the Director proposed to be reappointed is given to the Annexure to the Notice and is forming part of the Annual Report.
Shri Siddharth Rampuria - Managing Director of the Company is Chief Executive Officer (CEO) and Shri P.M. Sethia - Senior Manager-Corporate Services has been concurrently designated as Chief Financial Officer (CFO) of the Company.
B) Details of attendance of Directors at Board Meetings and at the last Annual General Meeting with particulars of their other Directorships and Chairman/Membership of Board Committees.
During the year 2013-14, 4 Board Meetings were held on 30 May 2013,13 Sept 2013, 15 Nov 2013 and 31 Jan 2014. All the Board Meetings were held at Kolkata.
The last Annual General Meeting of the members of the Company was held on 27 September, 2013.
C) Necessary information where applicable as mentioned in annexure 1A to clause 49 of the Listing agreement was placed before the Board for its consideration.
3. AUDIT COMMITTEE :
The Audit Committee of the Board consisted of Shri Subhrendu Gangopadhyay,Shri Mrinal Kanti Guha,Shri U.S. Menon and Shri Siddharth Rampuria .Shri U S Menon , a non executive independent director having adequate financial knowledge and expertise, is the Chairman of the Audit Committee. The other members of the committee are also financially literate. The committee consists of two non executive independent directors.
The Company Secretary/or Senior Manager - Corporate Services concurrently designated as Chief Financial Officer(CFO) acts as the Secretary to the Committee.
Terms of reference specified by the Board to the Audit Committee are as per Clause 49 of the Listing Agreement. The scope of activity of the Committee is also in consonance with the provision of Section 292A of the Companies Act, 1956.
The Audit Committee met four times during the year on 30 May 2013, 13 Sept 2013, 15 Nov 2013 and 31 Jan 2014.
4. REMUNERATION COMMITTEE
The Remuneration Committee of the Board as on 31 March 2014 comprised of Shri U S Menon, a non executive independent director as Chairman, Shri Mrinal Kanti Guha and Shri S Rampuria as members. The Committee is authorized to decide on the remuneration package for Executive Directors including annual increment, pension rights, compensation payment, if any.
REMUNERATION POLICY :
The Managing Director's remuneration is required to be paid as per the terms stated in the agreements and approved by the Board and confirmed by the shareholders of the Company and other required statutory and procedural approvals.
Non Executive Directors
The non-executive Directors are paid Sitting Fees of Rs.2000/- for each meeting of the Board or any Committee plus reimbursement of actual travel and out of pocket expenses incurred for attending such meetings.
5. SHAREHOLDERS/INVESTORS GRIEVANCES COMMITTEE
Shri M.K. Guha, a non-executive independent Director is the Chairman of the Committee, which comprises of Shri Siddharth Rampuria and Shri U.S. Menon.
During the year 2013-2014 the Committee met one time on 13 Nov, 2013.
The Company Secretary/ or Sri P.M. Sethia - Senior Manager - Corporate Services designated as Chief Financial Officer (CFO) was the Compliance Officer of the Company.
The terms of reference specified by the Board to the Shareholders Investors Grievance Committee are as per Clause 49 of the Listing agreement.
Shareholder Complaints :
During the year, the Company has received 2 (Two) complaints from the shareholders which have been resolved There are no complaints from shareholders pending unresolved as at 31 March 2014.
A. Disclosures on materially significant related party transactions:
The Company has not entered into transactions of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the company.
B. No penalties/strictures have been imposed on the Company by Stock exchange or SEBI or any statutory authority for non-compliance of any laws on any matter related to capital markets, during the last three years. However the shares of the Company have been suspended from trading in Bombay Stock Exchange with effect from 10 March,2008 for non compliance of certain clauses of Listing Agreement. Requisite steps are being taken for resumption of trading in shares of the Company at an early date .
C. The Company has not yet adopted the Whistle Blower Policy and other non-mandatory requirements. However, the employees of the Company have ready access to the members of the audit Committee.
D. The Company has complied with all the mandatory requirements of the Stock Exchanges.
E. The Company has adopted separate Code of Conduct (code) for the Members of the Board and Senior Management Personnel as required under Clause 49 of the Listing Agreement All the directors and Senior Management personnel have affirmed compliance with the code of conduct as approved and adopted by the Board of directors on 29 December, 2005.
F The Company has its in-built system of assessing risk management through internal audit and internal control. The scope of Audit Committee includes review of Company's financial and risk management policies.
G CHIEF EXECUTIVE OFFICER & CHIEF FINANCE OFFICER'S CERTIFICATION :
As per clause 49(V) of the Listing Agreement the Chief Executive Officer i.e. Managing Director of the Company and the Chief Finance Officer of the Company certifies to the Board regarding the review of the financial statement, compliances with the accounting standard, maintenance of the internal control for financial reporting, accounting policies among others.
7. MEANS OF COMMUNICATION
(a) Quarterly and half-yearly results are published in leading newspapers such as Financial Express(English, Kolkata) and Aaji (Assamese, Assam).
(b) The Company's results are displayed on the Web Site : www.assambrook.com
(c) Management Discussion and analysis Report forms a part of this Annual report.
(d) There were no presentation made to the institutional investors or Analysts during the year under review.
8. GENERAL SHAREHOLDERS' INFORMATION
(a) 65th Annual General Meeting day, date, time and venue:
Saturday, 20 September, 2014 at 10 a.m. ' Borsola Gymkhana Club,Tinkharia Tea Estate', P.O. Dhekiajuli, Dist. Sonitpur (Assam)
(b) Financial Calendar 2014-2015 (Tentative): Board Meetings:
Un-audited results for Quarter ending 30 June, 2014 :2nd week of August, 2014
Un-audited results for Quarter ending 30 September, 2014: 2nd week of November, 2014
Un-audited results for Quarter ending 31 December, 2014: 2nd week of February, 2015
Audited results for the year ending 31 March, 2015 :last week of May 2015
Annual General Meeting for the year ending 31 March 2015 :September 2015.
(c) Book Closure period :
The Register of Members and Share Transfer Books of the Company will remain closed from 14 September, 2014 to 20 September, 2014 (both days inclusive) for the 65th Annual General Meeting to be held on 20 September, 2014.
(d) Dividend payments date :
No dividend is recommended by the Board of Directors for the year ended 31 March, 2014.
(e) Listing on Stock Exchanges :
The Company's securities are listed at :
1. The Calcutta Stock Exchange Association Ltd. 7, Lyons Range, Kolkata - 700 001
2. The Stock Exchange Mumbai PhirozeJeejeebhoy Tower Dalal Street Mumbai 400 001
(f) Stock Code :
Stock Exchange Stock Code
The Calcutta Stock Exchange Association Ltd. 10011397
The Bombay Stock Exchange Limited 500025
(g) Stock Price Data :
Trading in Company's share at Bombay Stock exchange is suspended since 10 March 2008 hence no price data are given.
(h) Share Transfer System :
The Company's shares are compulsorily traded in the demat form with effect from 26 February 2001 for all categories of shareholders. All transfers are routed through the respective Accounts maintained with the Depository Participants (DPs) of the Investor.
Code No. allotted by NSDL/CDSL: (ISIN) INE 353C01011
Existing holders in physical mode are advised to open a Depository Account prior to any transaction.
( i) Registrars and Transfer Agent :
The Company has appointed Maheshwari Datamatics Pvt. Ltd. having its registered office at 6 Mangoe Lane, 2nd Floor, Kolkata - 700 001 as Registrars to the Company for transfer of shares and related matters both in physical and electronic mode.
(j) Address for correspondence: (Registrars & Share Transfer Agents for both physical and electronic mode)
MaheshwariDatamatics Pvt. Ltd. 6, Mangoe Lane Kolkata - 700 001.
Telephone : 2243 5029, 2243 5809, 2248 2248 Fax : (033) 2248 4787 E-mail : email@example.com in
( SIDDHARTH RAMPURIA)
Date : 30 May 2014