CORPORATE GOVERNENCE REPORT
Pursuant to Clause 49 of the Listing Agreement
Since inception your Company has been committed to the practice of good corporate governance, pursuant to Clause 49 of the Listing agreement. A detailed report on compliance by the Company is given below:
The Company believes that good corporate governance practices enable the management to direct and control the affairs of the Company in an efficient manner and to achieve the goal of achieving excellence aimed at maximising value for all shareholders and understands the right to information of its shareholders with respect to the performance of the Company.
Company will continue to focus its resources, strengths and strategies to achieve its vision of widening its customer base, while upholding the core values of transparencies, integrity, honesty and accountability, which are fundamentals.
BOARD OF DIRECTORS
Existing Composition of the Board of Directors of the Company comprise of a fair number of professionally competent and acclaimed Directors as on 31.03.2014.
None of the Directors on the Board is a member of more than 10 Committees or Chairperson of more than 5 Committees, as specified in Clause 49.
There were 5 Board meetings held during the year 2013-2014 and the gap between two Meetings did not exceed 4 months.
The Audit Committee in constituted in line with the provisions of Clause 49 of the Listing Agreement read with Sec 292 A of the Companies Act. The terms of reference confirm to the requirements of Sec. 292A of the Companies Act.
The Statutory Auditors of the Company are invited to attend the above Meetings. Committee discusses with the statutory auditors on the Limited Review of the quarterly and Half yearly Unaudited results, audit plan for the year, matters pertaining to compliance of accounting standards and other related matters.
INVESTOR GRIEVANCE COMMITTEE
The Investors' Grievance Committee has been constituted and functioning. Mr. B. B. Patel was the Chairman & Dr. M A Bodhanwala was member. The Committee deals with all Transfers, transmissions etc. as required from time to time and all matters pertaining to Investors' complaints. When the Shares are lodged for transfer in excess of 10000 shares, the Company may send the same for confirmation of the transferor and only after the Company is fully satisfied, the same are transferred.
The Committee reviews the performance of the Registrars and Transfer Agents (RTA) and their system of dealing with the investors.
There were no complaints pending for disposal as at 31.03.2014.
During the year 2013-2014 there are no materially significant related party transactions, which are considered to have potential conflict with the interest of the Company at large. The necessary disclosures regarding the transactions are given in Notes to the Accounts.
GENERAL SHAREHOLDER INFORMATION
Annual General Meeting :
22nd Date & Time: 27.09.2014 at 9.00 A.M.
Venue : 309, Mokshi, Sankarda-Savli Road, Tal. Savli, Dist. Vadodara
The Company follows April - March financial year.
The Results of every Quarter are declared in the month following the Quarter as per the Listing Agreement.
Book Closure date
25.09.2014 to 27.09.2014 (both days inclusive)
Dividend payment date
Listing on Stock Exchanges
Mumbai, Vadodara, Ahmedabad and Madras
513642 on BSE
Demat International SecurityIdentification Number (ISIN)
Dematerialisation of Shares and liquidity
2217800 Equity Shares of the Company have been Dematerialised as on 31.03.2014.
Registrar & Transfer Agents
LINK INTIME INDIA PRIVATE LIMITED
B102 & 103, Shangrila Complex, 1ST Floor,Opp. HDFC Bank, Nr. Radhakrishna Char Rasta,Akota, Vadodara 390 020
ADR’S / GDR’s / Warrants
The Company has not issued any GDR’S / ADR’S / Warrants or any convertible instruments.
Plant Location :
309, Mokshi, Sankarda-Savli Road, Tal. Savli, Dist. Vadodara
Address for correspondence :
Shareholders may correspond on all matters relating to shares of the Company with the Registrars and Share Transfer Agents at the below address:
LINK INTIME INDIA PRIVATE LIMITED,
B 102 & 103, Shangrila Complex, 1ST Floor, Opp. HDFC Bank, Nr. Radhakrishna Char Rasta, Akota, Vadodara - 390 020.
Shareholders will have to correspond with the respective Depository Participant for Shares held in Demat mode.
MEANS OF COMMUNICATION
The quarterly, half-yearly and annual results of the respective period are available in the BSE web site. The Annual Accounts are sent to all Shareholders individually at the address as per Company's records. During the current year, the Company is in the process of displaying the details on its web site.
NON - MANDATORY REQUIREMENTS
The Company adheres to the Companies Act 1956 requirements. The Company had no occasion to use the postal ballot so far