Report on Corporate Governance
Company's Philosophy on Code of Governance
The Company's philosophy on Corporate Governance is to -
• strictly comply with the Code of Business Conduct and Ethics adopted by the Company.
• fair and accurate presentation of Financial Statements.
• ensure transparency and accountability in all its activities to fulfil its Corporate Responsibilities through prudent financial management backed up by sound business decisions.
• Commitment to enhancement of Shareholders' value.
• be socially responsible.
1. Board of Directors
The present strength of the Board is four, comprising of one Whole Time Director
1. Mr. S.V. Venkatesan Independent Non Executive Director and Non Executive Chairman
2. Mr. M. Sinivasan Non Independent and Non Executive Director
3. Mr. N. Srinivasan Independent Non Executive Director
4. Mr. K. Prakash Whole Time Director
2. Participation of each Director at the Board Meetings held during the year 2012 - 2013 (April 1, 2012 to March 31, 2013) and at the last Annual General Meeting and details of other Directorships
9 Board Meetings were held during the year 2012 - 2013 (April 1, 2012 to March 31, 2013). The dates on which the Meetings of the Board were held are: 14.05.2012, 27.06.2012, 16.8.2012, 15.11.2012, 16.11.2012, 19.11.2012, 21.01.2013, 14.02.2013 and 02.03.2013.
3. Remuneration to Directors
The Sitting Fee of Rs.5,000 is payable to the Directors for attending the Board Meetings and Audit Committee Meetings.
Disclosure regarding re-appointment/appointment of Directors
Mr. M.Sinivasan retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.
Mr. S.V. Venkatesan retires at this Annual General Meeting. It is proposed to appoint him as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years upto 31st March 2019.
Mr. K.Prakash holds office upto this Annual General Meeting. It is proposed to appoint him as an Independent Director of the Company, not liable to retire by rotation for a term of five consecutive years upto 31st March 2019.
Mr.Ravindranath Gupta holds office upto this Annual General Meeting. It is proposed to appoint him as an Independent Director of the Company, not liable to retire by rotation for a term of five consecutive years upto 31st March 2019.
Profile of Directors seeking re-appointment/ appointment at this Annual General Meeting is furnished in the Annexure to the Notice of the Annual General Meeting dated December 15, 2014 published elsewhere in the Annual Report.
4. Audit Committee
The Audit Committee comprised of the following Directors :-
Mr. S.V. Venkatesan Chairman of the Committee
Mr. M. Sinivasan Member
Mr. N. Srinivasan Permanent Invitee
6 Audit Committee Meetings were held during the year 2012 - 2013 (April 1, 2012 to March 31, 2013). The dates on which the Meetings of the Audit Committee were held are: 14.05.2012, 16.08.2012, 15.11.2012, 16.11.2012, 19.11.2012, and 14.02.2013.
5. Share Transfer Committee
Mr. K. Prakash is the Chairman of the Share Transfer Committee.
The Committee is authorised to approve the formalities relating to the Share Transfer Process.
During the year 2012-2013, 8 Meetings were held on the following dates and the transfer of shares was approved :-
31.05.2012, 16.07.2012, 16.08.2012, 15.10.2012, 15.11.2012,
16.01.2013, 21.01.2013, and 15.03.2013.
6. Shareholders' / Investors' Grievance Committee
The Members of the Shareholders' / Investors' Grievance Committee were :-
Mr. S.V. Venkatesan Mr. K. Prakash
Chairman of the Committee Member
The status of outstanding Investors' Complaints is reported to the Board every quarter.
The Shareholders' / Investors' Grievance Committee has been constituted to monitor the redressal of the Grievances of the Shareholders / Investors. The Website is www.bestcrompton.com and the e-mail ID is firstname.lastname@example.org .
Mr. V.P. Thirumoorthy, Company Secretary, is the Compliance Officer of the Company.
No Share Transfer was pending as on March 31, 2013.
During the year, the Company received 4 complaints; out of these; 2 pertain to non- receipt of Annual Report, and 2 pertain to Issue of Duplicate Share Certificates. The complaints have been redressed.
7. Remuneration and Compensation Committee
The Members of the Remuneration and Compensation Committee are :-Mr. S.V. Venkatesan Chairman
Mr. N. Srinivasan Member
Mr. K. Prakash Member
a) Related party Transactions
During the year, there were no material transactions with the Promoters, Directors and their relatives, the management and the Company's Subsidiaries that had potential conflict with the interest of the Company.
b) Compliance by the Company
Non-mandatory requirements under Clause 49 of the Listing Agreement have not been opted by the Company for implementation.
c) As per Clause 49 (V) of the Listing Agreement, the Directors have certified to the Board on the review of financial statements for the year ended March 31, 2013 in the Form prescribed by Clause 49 of the Listing Agreement.
9. Annual General Meetings
Present Annual General Meeting
Date : 19.03.2015
Day : Thursday
Time : 10.00 A.M.
Venue : Sri Thyaga Brahma Gana Sabha,
Vani Mahal (Obul Reddy Hall),
103, G.N. Chetty Road,
T. Nagar, Chennai - 600 017.
The provisions relating to Postal Ballot will be complied with as per the provisions of the Companies Act, 1956 as and when situation may arise. No Resolution was passed by Postal Ballot during the financial year 2012-13. Similarly, no business is required to be transacted through Postal Ballot at this Annual General Meeting.
10. Means of Communication Quarterly Results
The Quarterly Results are published in "News Today" (English) and "Maalai Sudar" (Tamil). The Quarterly Results are displayed on the Web site.
The Management Discussion and Analysis Report is enclosed.
Quarterly Results are to be published in August 2013, November 2013, February 2014 and May 2014.
Date of Book Closure is from March 12,2015 to March 19, 2015 (both days inclusive).
Listing : The Madras Stock Exchange Limited, Chennai and Bombay Stock Exchange Limited, Mumbai.
Stock Code :
In MSE: BESTCROMPT
In BSE: 500046
Registrar and Transfer Agent
Integrated Enterprises (India) Limited, Chennai, are the Registrar and Transfer Agent of the Company. All correspondence relating to Share Transfers and other allied matters may please be addressed to:
Integrated Enterprises (India) Limited
II Floor, Kences Towers No.1, Ramakrishna Street T.Nagar, Chennai - 600 017.
Phone : 2814 0801 - 2814 0803 Fax : 2814 2479
Email : email@example.com
Dematerialisation of Shares
The Shares of the Company are in compulsory Demat segment. The Company's Shares are available for Demat with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). International Securities Identification Number (ISIN) allotted to the Equity Shares of the Company is INE287A01015.
22.04% of the Paid up Capital has been dematerialised as on March 31, 2013.
Fabrication & Machinery Manufacturing Division
28C, Industrial Estate (North), Ambattur, Chennai - 600 098.
28A, Industrial Estate (North), Ambattur, Chennai - 600 098.
Pump Division Bangalore
M M Industrial Estate, Yediyur, Bangalore - 560 082.
28 & 28A, Industrial Estate (North), Ambattur, Chennai - 600 098.
Address for Correspondence
Secretarial Department, 28C, Industrial Estate (North) Ambattur, Chennai - 600 098.
Tel : 044 45514600
Fax : 044 45514723
E-mail : firstname.lastname@example.org Web : www.bestcrompton.com
For Best & Crompton Engg. Limited By order of the Board
K. PRAKASH Director
S.V. VENKATESAN Director
December 15, 2014