REPORT ON CORPORATE GOVERNANCE:
(Pursuant to clause 49 of the Listing Agreement)
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's philosophy of Corporate Governance is aimed in the efficient conduct of its business and in meeting its obligations to the shareholders.
The Company is committed to learn and adopt the best practices of corporate governance.
2. BOARD OF DIRECTORS
The present strength of Board of Directors of your Company is Five Directors.
3. AUDIT COMMITTEE
The Audit Committee comprises solely of Independent & Non-Executive Directors. Shri R.K. Kejriwal, Shri M.S. Sanganeria, Shri L.N. Chaturvedi and Shri Suresh Sharma are the members of the Committee. Shri R.K. Kejriwal is the Chairman of the Audit Committee.
The terms of reference to the Audit Committee cover the matters specified in Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.
Number of Committee meeting held: 4
Dates: 30.05.2011, 09.08.2011, 11.11.2011, 13.02.2012
4. REMUNERATION OF DIRECTORS / REMUNERATION COMMITTEE
The Remuneration Committee comprises of three non-executive Directors viz. Shri M.S. Sanganeria, Shri R.K. Kejriwal and Shri L.N. Chaturvedi. Shri R.K. Kejriwal is the Chairman of the Committee.
Term of reference to the Remuneration Committee of the Company is to comply with Schedule XIII of the Companies Act, 1956, and Listing Agreement and to carry out functions as envisaged therein.
5. SHAREHOLDERS' / INVESTORS' GRIEVANCE COMMITTEE
Shri M.S. Sanganeria: Chairman
Shri S.K. Sharma: Compliance Officer
Shri P. Sharma: Director
Number of shareholders complaints received and resolved so far: 7
Number not solved to the satisfaction of shareholders: Nil
Number of pending share transfers: Nil
1. The particulars of transactions between the Company and related parties as per Accounting Standard are set out in the notes on accounts in the Annual Report. None of these transactions have any potential conflict with the interest of the Company at large.
2. There were no instances of non compliance on any matter related to the capital market, during the last three years.
7. MEANS OF COMMUNICATION
The quarterly results are published in the dailies, Navshakti and Free Press Journal. Half yearly results are not sent to the shareholders individually.
No presentations were made to the institutional investors or analysts.
The Company does not have any website.
8. GENERAL SHAREHOLDERS INFORMATION
8.1 Annual General Meeting
Date, Time and Venue: 26th September, 2012 at 11.00 AM., at Stadium House, Block No. 1, 6th floor, Veer Nariman Road, Churchgate, Mumbai 400 020.
8.2 Financial Calendar April 2012 to March 2013
1st quarter - 2nd week of August*
2nd quarter - 2nd week of November*
3rd quarter - 2nd week of February*
4th quarter - 2nd week of April*
8.3 Date of Book Closure
20th September, 2012 to 26th September, 2012 (both days inclusive)
8.4 Dividend Payment Date
No dividend proposed
8.5 Listing on Stock Exchange
Bombay Stock Exchange Limited
8.6(a) Stock Code
(b) ISIN Number in NSDL and CDSL
Not Applicable as the snares are not dematerialized.
8.7 Stock Price Data
Securities are yet to be re-listed.
8.8 Registrar & Transfer Agents
Bigshare Services Private Limited
E-2/3, Ansa Industrial Estate. Saki Vlhar Road, Saki Naka, Andheri (East), Mumbai 400 072.
8.9 Share Transfer System
Share transfer applications are processed by the Registrar & Transfer Agents and placed before the Share Transfer Committee for approval. The share certificates are forwarded to the lodger thereof, hereafter.
The Committee meets as often as necessary to approve transfers and other related matters.
8.10 The shares of the Company are not demateralised.
8.11 The Company has no outstanding of GDR / ADR / Warrants or other convertible instruments.
8.12 Address for Correspondence
Bagalkot Udyog Limited
Stadium House, Block No.1, 6th floor, Veer Nariman Road, Churchgate, Mumbai 400 020.
9. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
On and after the de-merger of the Cement Unit, your Company is now an Investment Finance Company and the activities are yet to be commenced. The Company is fully committed to ensuing an effective internal control environment and periodically checks the adequacy and effectiveness of internal control system.
10. DECLARATION ON COMPLIANCE OF THE COMPANY'S CODE OF CONDUCT
The Company has framed a specific code of Conduct for the members of the Board of Directors and the Senior Management Personnel of the Company pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.
All the members of the Board have confirmed compliance with the code for the period ended 31st March, 2012.
11. CEO/CFO CERTIFICATION
The necessary certificate under Clause 49 V of the Listing Agreement has been placed before the Board of Directors.
On behalf of the Board of Directors
S. K. Sharma
Mumbai, the 29,h May, 2012