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Baroda Extrusion Ltd.

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Baroda Extrusion Ltd. Accounting Policy

 

REPORT ON CORPORATE GOVERNANCE

[Pursuant to clause 49 of the listing agreement]

1. Corporate Governance Philosophy

The Company is welcoming the concept of introducing governance and committed to achieve highest level of Corporate Governance. The Corporate Governance is nothing but transparency, high level of disclosure and fairness and unbiased to the members of the company. To achieve the highest level of Corporate Governance, the Company has well educated, experienced, qualified management team and Board of Directors of the Company effectively monitor the management progress and corporate decisions.

2. Board of Directors

As per requirements of Corporate Governance, the Board of Directors consists of Executive Director as well as Non Executive / Independent Directors.

All the Non-executive Directors are Independent Directors.

(b) Attendance of each director at the Board meeting and last AGM

The Twenty Third Annual General Meeting was held on Saturday, 30th September, 2014.

 (c) Number of Board Meeting held, dates on which held

During the Financial year 2014-15, Four Board Meetings were held on the following dates:

1) 30th May, 2014 2) 14th August, 2014 3) 12th November, 2014 4) 14th February, 2015

3. Audit Committee

i) Brief Description of terms of reference

The term of reference stipulated by the board to the Audit Committee are, as contained in clause 49 of the Listing agreement and Section 177 of the Companies Act, 2013 major terms of reference, inter alia as follows :

a. Oversight of the company's financial reporting processes the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b. Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

c. Reviewing Company's financial reporting process

d. Reviewing with the management, Annual financial statement.

e. Reviewing the Company's financial and risk management policies.

f. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

g. Discussion with internal auditors any significant findings and follow up there on.

h. Discussion with external auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

ii) Composition, name of members and Chairperson

The Audit Committee of the Board of Directors of the Company consisted of three members as on 31st March, 2015 both are Non -Executive Independent Directors. The Audit Committee consists of following members.

Kesrichand Shah - Chairperson

Rina Patel - Member

Parasmal Kanugo - Member

iii) The Board has constituted an Audit Committee. There were four Audit Committee meetings held during the year April 2014 To March 2015 Viz.

1) 30th May, 2014 2) 14th August, 2014 3) 12th November, 2014 4) 14th February, 2015

4. Nomination and Remuneration Committee

The Company constituted the "Remuneration Committee" to recommend the Board of Directors, the composition and remuneration of Directors and senior Managerial Personnel.

i) Brief Description of terms of reference

Nomination and Remuneration Committee shall have at least three members. In the organization meeting, the Board elects the members and chairman of the Nomination and Remuneration Committee from among the members of the Board. The majority of the members shall be independent of the company. The managing director or other executive of the company may not be appointed to the nomination committee.

Duties of the Committee

1. Matters pertaining to the nomination and remuneration of members of the Board of Directors

a. preparation of the proposal for the appointment of Board members to be presented to the general meeting

b. preparation of the proposal to the general meeting on matters pertaining to the remuneration of Board members

c. taking care of the succession planning of Board members

d. presentation of the proposal for the appointment of Board members to the general meeting

2. Matters pertaining to managing director, other executives and personnel

a. preparation of matters pertaining appointment of the managing director and the other executives as well as the identification of their possible successors

b. preparation of matters pertaining to the remuneration and other financial benefits of the managing director and other executives

c. preparation of matter pertaining to the remuneration schemes of the company

d. evaluation of the remuneration of the managing director and the other executives as well as evaluating to it that the remuneration schemes are appropriate

e. Answering questions related to the remuneration statement at the general meeting.

ii) Composition, name of members and Chairperson

The Nomination and Remuneration Committee of the Board of Directors of the Company consisted of three members as on 31st March, 2015 out of which two are Non -Executive Independent Directors, one is Non-Executive Director. The Nomination and Remuneration Committee consists of following members.

Kesarichand Shah - Chairman

Rina Patel - Member

Parasmal Kanugo - Member

iv) Remuneration policy

The remuneration policy of the company is directed towards rewarding performance, based on periodic review of performance and achievements and is primarily based on the following criteria:

a) Performance of the Company, its divisions and units.

b) Track record, potential, personal attitude & performance of individual manager and external competitive environment.

5. Share Transfer /Shareholders' Grievance Committee

i. Name of non-executive director heading the committee Mr. Kesarichand Shah

ii. Name and designation of Compliance officer Mr. Alpesh Kanugo - Compliance officer

iii. Number of shareholders' complaints received so far - NIL

iv. Number not solver to the satisfaction of shareholders - NIL

v. Number of pending complaints - NIL

6. Disclosures

i. Basis of Related Party Transaction

Other than transactions entered into in the normal course of business for which necessary approvals are taken and disclosures made, the Company has not entered into any materially significant related party transactions (i.e. transactions of the Company 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 at large. However, the Company has annexed to the accounts a list of related parties as per Accounting Standard 18 and the transactions entered into with them.

ii. Details of Non-compliance by the Company, Penalties and strictures imposed on the Company by Stock Exchanges or FMC, or any statutory authority, on any matter related to capital markets, during the last three years:-

iii. As per SEBI circular it is not mandatory for Company to formulate Whistle Blower Policy and Board of Directors do give affirmation that no personnel has been denied access to the audit committee.

iv. Company has complied with all mandatory requirements, as far as applicable to Company, of Clause 49 of Listing agreement.

7. Means of Communication

(i) The quarterly unaudited financial results are published in in English and in Gujarati language Newspaper, respectively.

(ii) All mandatory Compliance of Listing Agreement are displayed on website of Company www.barodaextrusion.com >

9. General Shareholder information

i. Annual General Meeting:-

Wednesday, the 30th September, 2015 at 11.00 A.M. at Survey # 65-66, Village Garadiya, Jarod-Samalaya Road, Taluka Savli, Dist. Vadodara, Gujarat. India

ii. Financial Year:-

1st April, 2014 to 31st March, 2015

iii. Date of Book Closure:-

25th September, 2015 to Friday to 30th September, 2015 (both days inclusive)

iv. Dividend payment date:-

Not applicable

v. Listing on Stock Exchanges:

Bombay Stock Exchange Ltd, (BSE)

Vadodara Stock Exchange Ahmedabad Stock Exchange

vii. Registrar and Transfer Agents:-

Purva Share Registry (India) Ltd

Unit No.9, Shiv Shakti Ind. Estate J.R. Boricha Marg, Lower Parel (E), Mumbai - 400011

viii. Share Transfer System:

The Company is now associated with the M/s. Purva Share Registry (India) Pvt. Ltd. Mumbai as its Registrar and Share Transfer Agent. A shareholder may contact for any share transfer / demat related grievances and log on to works@barodaextrusion.com.

ix. Dematerialization of Shares:

The Equity Shares of the Company are compulsorily traded in Dematerialized form. Out of total 149049000 Equity Shares, 133641900 shares (89.66 %) have been dematerialized till 31.03.2014.

ISIN No. : INE927K01015

x. Address for Correspondence by Shareholders:

Survey No. 65-66, Village Garadiya, Jarod-Samalaya Road, Taluka Savli, Dist. Vadodara. Phone : (0265) 233 4453 E-mail: works@barodaextrusion.com.

For and on behalf of Board of Directors of M/s Baroda Extrusion Ltd

SD/- Parasmal Kanugo

Managing Director

DIN: 00920021

Date: - 30-05-2015

Place: - Vadodara