MANAGEMENT ANALYSIS AND REPORT ON CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 31.03.2015
The report on Corporate Governance forms part of the Directors Report.
1) COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The essential elements of Corporate Governance are fairness, transparency, accountability and responsibility to which your company continues to remain committed. The Company will endeavor to improve on these aspects on an ongoing basis.
2) BOARD OF DIRECTORS
a) Composition and Category of Directors are as follows:
Category -Name of the Directors
Promoter / Executive Director Shri S V Nagaraja Reddy
Non-Executive and Independent Directors ShriVSaravanan Shri P Kamalakar Reddy
b) Number and the dates on which the Board Meetings were held
Nine Board Meetings were held on 27.05.2014, 04.06.2014, 28.07.2014, 22.08.2014, 13.10.2014, 17.11.2014, 10.12.2014, 09.02.2015 and 28.03.2015. The time gap between two meetings did not exceed four months and these meetings were well attended.
d) Particulars of Retiring Directors
Shri P Kamalakar Reddy is Director of the company since 23.08.2011. He is having experience in corporate affairs therefore Board recommends his re-appointment.
3) COMMITTEES OF THE BOARD:
The Company has two Board level committees viz., Audit Committee and Shareholders/ Investors Grievance and Share Transfer Committee.
a) Audit Committee
The functioning and terms of reference of the Audit Committee are as prescribed under section 177 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges including their role, powers, duties, quorum and frequency of the meeting.
The Audit Committee comprises of 3 members viz., Shri. S V Nagarja Reddy, Shri. VSaravanan and Shri. P Kalmalakar Reddy. Shri. VSaravanan is the Chairman of the Committee.
The audit committee met 5 times during the year ended 31st March 2015. The Meetings held during the year were on 02.05.2014,28.05.2014,18.07.2014,05.11.2014 and 06.02.2015.
b) Remuneration Committee:
No remuneration committee was constituted by the Board as none of the Directors draw any remuneration from the company. The Remuneration Committee shall be formed as and when necessary.
c) Share Transfer/Investors Grievance Committee:
The Share Transfer/ Investor's Grievance Committee comprises of 3 members. Shri. S VNagarja Reddy, Shri. V Saravanan and Shri. P Kalmalakar Reddy. Shri. V Saravanan is the Chairman of the Committee.
During the year, the Committee met 2 times and attendance of each member at the Committee Meeting was as follows:
As on 31.03.2015, there were no pending share transfers and there are no investor grievance complaints pending against the company.
a) During the financial year ended 31.03.2015, the Company had no related party transactions as is envisaged under the Corporate Governance Code that may have potential conflict with the interest of the Company at large.
b) There has not been any non-compliances, penalties or strictures imposed on the Company by the Stock Exchanges, SEBI or any other Statutory Authority, on matters related to capital markets, during last year, except nonpayment of listing fees to the Bombay stock exchange and Non-Compliance of Clause 35,41,47 of the Listing Agreement.
c) Currently trading of company's equity shares on stock exchanges is suspended due to the above reasons. The company is not carrying on any manufacturing business as of now. Company is taking steps for revocation of the suspension.
d) The company has laid down procedures to be followed by the members of the Board and senior management Personnel for ethical professional conduct. A declaration signed by the directors to this effect is annexed thereto.
MEANS OF COMMUNICATION
The Company has not started yet sending half-yearly reports to shareholders, but if any shareholder seeks any information, then the same is duly provided immediately.
The company has adopted the mandatory requirements.
GENERAL SHAREHOLDERS INFORMATION
1)Date, time and venue of 31st AGM
Monday, September 28, 2015 at 3.00 P.M at Sri Raghava Kalyanamandapam, Door No.8/529 , Ranganayakulapet, Anakatta Road, Nellore-524 001, Andhra Pradesh
2) Financial Calendar
Year ending 31st March 2015
3) Date of Book Closure
22.09.2015 to 28.09.2015 (Both days inclusive)
4) Dividend payment date
No Dividend is being recommended
5) Listing on Stock Exchanges
(i) The BSE Limited
Phiroze Jheejheebhoy Towers, Dalai Street, Mumbai400001
6) Listing fees Listing Fees not paid
8) Stock Code
9) Market Price Data
Currently our company's equity shares are suspended from trading in BSE Limited, Mumbai.
10) Registrar and Transfer Agents (Common Agency for both physical & electronic transfers)
Cameo Corporate Services Limited
Subramanian Building, No.1, Club House Road Chennai 600 002. Tel:91-44-28460390 (6 lines)
Fax:91-44-28460129 Email:email@example.com Website: www.cameoindia.com
11) Share Transfer System
Presently the share transfers which are received in physical form are processed and the share certificates are returned within the stipulated period from the date of receipt, if the documents are clear in all respects.
12) Dematerialisation of shares and liquidity:
As on 31.03.2015, 71.64 % of the Company's shares representing 37813153 shares were held in the dematerialized form. The Company's shares are available for trading in the depository systems of both the National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL)
13) Compliance Officer
S V Nagaraja Reddy, Director
Balaji Industrial Corporation Limited
New No.34/76, Bazullah Road, T Nagar, Chennai 600 017.
14) Outstanding GDR/ADR/Warrants or any convertible instruments
The Company has not issued any GDRs/ADRs/Warrants.
15) Address for Communication
Balaji Industrial Corporation Limited
New No. 17/1, Old No.9, Bazullah Road, T Nagar, Chennai 600 017.