CORPORATE GOVERNANCE REPORT
I. Philosophy of the Company on Corporate Governance:
The Company is committed to implement good corporate governance. Effective corporate governance practices constitute the strong foundation on which successful organization is built. The Company respects the rights of the shareholders to be informed on the performance of the Company and it is the endeavor to maximize value to the shareholders of the Company. The corporate governance policies of the Company are comparable to the best in the industry and it envisages: -
I Recognizing the roles and responsibilities of Board and Management.
ii. An effective composition and size of the Board and commitment to effectively discharge its responsibilities.
iii. Independent verification and safeguarding integrity of the Company's financial reporting.
iv. Timely and balanced disclosure of all material information related to the Company.
v. Compliance with applicable rules and regulations from time to time.
II. I Board of Directors:
As on March 31, 2014, the Company has four Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchange. The composition of the Board is as follows:-
I * Ceased to be Director during the year under report.
The name and categories of the Directors on the Board, their attendance at the Board Meetings held during the year and the number of Directorships and Committee chairmanships/memberships held by them in other public companies as on March 31, 2014 are given herein below:
iii) Non Executive Directors compensation and disclosure:
Apart from sitting fee that are paid to the Non-Executive and Independent Directors for attending the Board and Committee meetings, no other fee/compensation was paid during the year. During the year under review, there was no pecuniary relationship or business transaction by the Company with any Non-Executive Directors. The details of sitting fees paid to the Directors are given separately in this Report.
iv) Information on Directors re-appointment:
A brief resume of the Director being proposed to be appointed or reappointed at the ensuing Annual General meeting, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship and the membership of committees of the Board is furnished in this report.
v) Other provision as to Board and Committee:
During the year ended 31st March 2014 12 meetings were held. The meetings were held on 10th May, 2013, 23rd July, 2013, 7th August, 2013, 28th August, 2013, 5th September, 2013, 5th October, 2013, 1st November, 2013, 7th December, 2013, 26"1 December, 2013, 27"1 January, 2014, 7"1 February, 2014 and 11th March, 2014.
None of the Directors on the Board is a Member of more than ten committees or Chairman of more than five committees across all the public companies in which he is a Director. For the purpose of considering the limit of the committees as stated above, only Audit Committee and shareholders/Investors grievances committee across all public limited companies has been considered in accordance with the clause 49 of the Listing agreement.
vi) Code of Conduct:
The Company has laid down a code of conduct for all the Board Members and Senior Management personnel of the Company. The code of conduct is available on company's website www.birlacaps.com
III) COMMITTEES OF THE BOARD:
A) Audit Committee:
The Audit Committee of the Company is constituted in line with the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange read with Section 179 of Companies Act, 2013. The Audit Committee, comprising of three Directors look after various matters relating to the finance and accounts of the Company, which are also in conformity with the requirements as per Clause 49 of the Listing agreement with the Stock Exchange.
B. REMUNERATION COMMITTEE
The Committee has been constituted to fix remuneration payable to the Managing Director/Executive Directors and such matters relating to the remuneration and compensation payable to the Directors and employees.
The Company does not pay any remuneration to its non executive Directors except sitting fees for attending each meeting of the Board of Directors and Committee.
C. SHAREHOLDER'S GRIEVANCE COMMITTEE:
Shareholders grievance committee of the Board is in place to inter alia look into issues relating to Shareholders including transfer/transmission of shares, issue of duplicate share certificate, non receipt of Dividend, Annual Report etc. The composition of the committee for the year ended 31st March, 2014 was as under:-
1. Mr. D S Sharma
2. Mr. C R Karikal Vallavan
3. Mr. Ravi Sharma
The Company Secretary of the Company acts as Secretary to the Committee and as a Compliance officer.
1. Disclosures on materially significant related party transactions i.e. transactions of the Company that are of material nature, with the Promoters, Directors and the Management, their relatives oi subsidiaries that may have a potential conflict with the interest of the Company.
The Company has not entered into any transactions with the Promoters, Directors or the Management, their subsidiaries and relatives that may have a potential conflict with the interest of the Company.
2. Details of Non-compliance by the Company, penalties and strictures imposed on the Company by the Company by the Stock Exchange or SEBI or any statutory authorities, on any matter related to capital markets during last three years.
There have been no instances of non-compliance by the Company on any matters related to the Capital markets during the last three years and hence no penalties and strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority
V) Means of Communication:
1) Quarterly results:
In compliance of the provisions of Clause 41 of the Listing Agreement, the un-audited and audited financial results as approved by the Board were duly published within the stipulated time period in 'Free Press Journal' ( English) and 'Navshakti' vernacular.
2) Management Discussion and analysis report forms part of the Directors' Report which is posted to the shareholders of the Company.
3) The Company has designated the following email id for redressal of Investors grievances and the necessary disclosures to this effect has also been made on the Company's website www.birlacaps.com, firstname.lastname@example.org
VI) General Shareholders information: Annual General Meeting:
Day & Date: 30th September, 2014
Venue: Morya Landmark II, New Link Road, Andheri (W), Mumbai- 400 053 Time: 9.00 am
Financial Calendar 2014-2015 ( Tentative)
First quarter results: Before end of August 2014
Second quarter results: Before end of November 2014
Third quarter results: Before end of February, 2015
Fourth quarter results: Before end of May, 2015
Date of Book closure: 23.09.2014 to 30.09.2014 (both days inclusive)
Date of dividend disclosure: Not applicable
Listing of Equity shares on:
The Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal street, Mumbai- 400 001 Stock code: 512332 Annual Listing fees were duly paid to the Stock Exchange for the year 2014-2015 Demat ISIN number in NSDL and CDSL for equity shares : INE776E01027 Market Price Data: High/ low (based on daily closing prices) and umber of equity shares traded during each month in the year 2013-2014 on BSE:-
Registrar & Share transfer agents:
M/s. Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai- 400 072 Tel: +91-022-40430200 Fax: +91-022-28475207
Share transfer system:
The share transfers which are received in physical form are processed and the share certificates returned within a period of 30 days from the date of receipt, subject to the documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission etc. of the Company's securities to the shareholders grievances committee for noting. The Company obtains from a Company Secretary in practice half yearly certificate for compliance with the share transfer formalities as required under Clause 47( c) of the Listing agreement with the Stock Exchange and files a copy of the certificate with the Stock Exchanges
Address for correspondence:
Morya Landmark II, Office no. G-002, Ground Floor, New Link Road, Andheri (W), Mumbai- 400 053 Email id:- email@example.com
Big Share Services Private Limited Registrar and Share transfer agents E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (E), Mumbai- 400 072 Tel: +91-022-40430200 Fax: +91-022-28475207 Email: firstname.lastname@example.org