REPORT ON CORPORATE GOVERNANCE
1. Company Philosophy on Corporate Governance
Your Company follows Corporate Governance which is about promoting fairness, transparency, accountability and integrity in conducting the business of the Company. The rights of the shareholders are honoured, their grievances are redressed well in time and important information is shared with them. Advance intimation is sent to them to encash their unpaid dividend. Your Company recognizes the importance of shareholder democracy and constructive role in the governance of the affairs of the Company.
Your Company is fully compliant with the Regulatory Guidelines relating to the Corporate Governance of Clause 49 of the Listing Agreement with BSE Ltd and the National Stock Exchange of India Ltd vis-a-vis the Companies Act, 2013.
The Company's philosophy on Corporate Governance is to observe high standard of business ethics and corporate conduct to achieve sustained growth and maximum value for all its shareholders.
2. Board of Directors
The Board of the Company has an optimum combination of Non Executive and Independent Directors with one woman director and more than fifty percent of the Board of Directors comprises non-executive directors with the strength of more than fifty percent independent directors.
(B) Attendance and Other Directorships:
The attendance of the Board of Directors and related information as on 31st March, 2015 is as follows:
(C) Board Meetings
The Agenda along with the background notes and supporting documents are circulated to the Directors well in advance of the Board Meetings.
During the Financial year, total 5 (FIVE) meetings of the Board of Directors were held on 30th May, 2014, 14th August, 2014, 14th November, 2014, 14th February, 2015, 30th March, 2015 respectively and the business as envisaged under Clause 49 and the Companies Act, 2013 was transacted.
COMMITTEES OF THE BOARD
3. Audit Committee
(i) Brief description of terms of reference
The terms of reference of the Audit Committee are in accordance with revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The terms of the reference were revised in tune with the amended provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement (which was revised effective 1st October, 2014). In addition, the Audit Committee reviews the Accounting Policies, inter-acts with the Statutory Auditor and Internal Auditor and discusses the audit programe with them. The Committee acts as a link between the Management, Auditors and Board of Directors of the Company and has full access to financial information.
(ii) Composition, Name of Members and Chairman
Audit Committee consists of three Directors Viz:
1. Mr. Bhupesh Patel
2. Mr. S. N. Jhalani
3. Mr. Bhupendra Patel
4. Nomination and Remuneration Committee
No remuneration or sitting fees are paid to the directors of the company during1 the year. No remuneration committee is constituted as the company is non-operational.
5. Stakeholders Relationship Committee
(i) Composition, Name of Members, Chairperson & Attendance during the year:
Stakeholders Relationship Committee comprises of:
Name of the Director
1. Mr. Bhupesh Patel
2. Mr. S. N. Jhalani
3. Mr. Bhupendra Patel
The Stakeholders Relationship Committee met once during the year on 30th March, 2015. All the members of the Committee attended the said meeting.
(ii) Name & Designation of Compliance Officer:
Mr. Bhupesh Patel, Managing Director is Compliance Officer of the Company.
(Hi) to (v) There are no pending complaints from the shareholders of the company
8. Disclosures :
(i) During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no other related party transactions with the promoters, directors and management that had a potential conflict with the interest of the Company at large.
All the transactions with related parties are periodically placed before the Audit Committee and pre-approval is also obtained wherever required. In fact the price charged to the related party is the same what is charged to third party wherever comparison is possible and otherwise the transactions are at Arm's length and in the ordinary course of business. The Register of Contracts detailing transactions in which Directors are interested is placed before the Board at every meeting for its approval. Transactions with related parties, as per requirements of Accounting Standard 18, are disclosed in Note No. 34 to the Accounts in the Annual Report and they are not in conflict with the interest of the Company at large.
(ii) Whistle Blower Policy: As stated above the company is reporting as 'not a going concern' and there are no employees in the company.
(iv) The Company has complied with the mandatory requirements regarding the Board of Directors, Audit Committees and other Board committees and other disclosures as required under the provisions of the revised Clause 49 of the Listing Agreement (including the revised one).
(v) Shareholding of the Non-executive Directors and their relatives in the Company. No shares are held by the non-executive directors and their relatives in the company.
9. Means of Communication :
(i) Quarterly/Half-yearly and Yearly Financial Results
The quarterly/half-yearly and annual results of the Company are published in the newspapers The quarterly and annual results along with the Segmental Report are generally published in The Free Press Journal and Navshakti. The Company's financial results are sent in time to Stock Exchanges so that they may be posted on the Stock Exchanges' website.
(ii) Newspaper where results are published
The Company usually publishes its financial results in following newspaper
1. Free Press Journal
(iii) Company's Corporate Website
As stated above the company is reporting as 'not a going concern' there is no website for the Company.
(iv) & (v) Presentation to Institutional Investors or to analysts
The Company has not made any presentation to institutional investors or equity analyst.
(vi) Annual Reports
The Company also provides copies of its financial results to investors if so requisitioned for without any charge.
(vii) Management Discussion & Analysis Report (MD&A Report)
The MD&A Report forms a part of the Directors' Report. All matters pertaining to industry structure and developments, opportunities and threats, segment/product wise performance, outlook, risks and concerns, internal control and systems, etc. are discussed in the said report.
10. General Shareholders Information :
(i) Annual General Meeting
The 30th Annual General Meeting of the shareholders will be held on Wednesday the 30th September, 2015 at 11.00 a.m.
Venue: 125/126, Maharaja Complex, Nehru Road, Shirpur 425 405, Dhule Dist, Maharashtra.
(ii) Financial Calendar
For the year ending 31st March, 2016 the Financial Results will be announced in the:
First Quarter By 14th of August, 2015 Half year By 14th of November, 2015
Third Quarter By 14th of February, 2016 Yearly : By 14th of May, 2016
(iii) Date of Book Closure: 23.9.2015 to 30.9.2015 (both days inclusive).
(iv) Dividend Payment Date:
As stated above the company is reporting as 'not a going concern'.
(v) Listed on Stock Exchanges:
The Company is listed on Stock Exchange, Mumbai, National Stock Exchange (NSE), Ahmedabad Stock Exchange and The Delhi Stock Exchange Association Ltd., Annual Listing Fees have been paid to Stock Exchange, Mumbai and NSE listing fees for Ahmedabad and Delhi Stock Exchanges are not paid as the Company has applied for delisting of its Shares with them.
(vi) ISIN NO.: INE450A01019
(vii) SCRIP CODE: BSE - 500030, NSE - Autoridfin
(ix) Registrar and Transfer Agents:
Sharepro Services (India) Pvt. Ltd.,
Samhita Warehousing Complex, 13 AB, Gala No.52, 2nd Floor, Near Sakinaka Telephone Exchange, Off Kuria-Andheri Road, Sakinaka, Mumbai - 400 072. Phone : 6772 0300 Direct : 6772 0309
(x) Share Transfer System:
The Share Transfer-cum-Sharehoiders/lnvestors' Grievance Committee approves the transfer and transmission of shares, issue of duplicate share certificates and allied matters. The Committee also monitors redressal of investors' grievances. The Company's Registrar, Sharepro Services have adequate infrastructure to process the share transfers. The Share transfers received are processed within 30 days from the date of receipt, subject to the transfer instrument being valid and complete in all respects. In compliance with the Listing Guidelines, every six months, a practicing Company Secretary audits the System of Transfer and a Certificate to that effect is issued. The Company's script is part of the SEBI's Compulsory demat segment.
(xi) Dematerialisation of Shareholding:
The Company's script is part of the Compulsory demat segment for all investors effective 28th August, 2000. The Company has established connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrars, Sharepro Services. As on 31st March, 2015 87.23% total paid-up share capital has been dematerialised.
xv) Address For Correspondence:
125/126, Maharaja Complex, Nehru Road, Shirpur 425 405, Dhule Dist, Maharashtra.
11. CEO/CFO Certification
As.stated above the company is reporting as 'not a going concern' hence Managing Director's certificate is provided.
12. Declaration by the Managing Director to the Compliance of Code of Conduct in pursuance of Clause 49 (II) (E) of the Listing Agreement
It is hereby declared that all the Board Members of the Company have affirmed to the Board of Directors, their compliance with the Code of Conduct of the Company pursuant to Clause 49 (II) (E) of the Listing Agreement.
13. Auditors' Certificate on Corporate Governance
Certificate regarding compliance of conditions of Corporate Governance, as stipulated in the listing agreement with the stock exchange, received from M/s. Seth Doctor & Associates, Statutory Auditors of the Company, is annexed to this report. The said certificate will also be sent to the stock exchange along with the Annual Report to be filed by the Company.
For and on behalf of the Board
Date : 30th May, 2015.
Place : Mumbai,