REPORT ON CORPORATE GOVERNANCE
Ybur Company believes to remain committed to good Corporate Governance by attainment of the highest levels of transparency accountability and integrity to all its Shareholders, Customers, Employees, the Government and other business associates. Ybur Company's policies are targeted to ensure that high standard of ethical conduct is met throughout the Organization.
BOARD OF DIRECTORS
a. The composition of the Board of Directors is in conformity with the corporate governance norms. The Company, at present, has six Directors on its Board, headed by Shri Y&shovardhan Birla, as Non-Executive Chairman and five Non-Executive Directors, of which three are Independent Directors. The Board members have the skills, expertise & experience necessary to direct and guide the Company
b. Board Meetings
In conformity with the provisions of the Act as well as the Company's Articles, the Board met at regular intervals to review the quarterly/annual results and to transact other business. When considered expedient additional meetings were convened and held. The Agenda for the Board meetings, containing relevant matters as requisite, are distributed in advance to all the Board members.
The Board met five times during the year ended on 31st March 2011, namely on 31st May 2010, 11th August 2010, 28th October 2010, 31st January 2011, and 31st March 2011.
Disclosure of relationships between directors inter-se in the Annual Report as per Clause 49 of the Listing Agreement
None of the directors of the Company are related to each other except Shri Y&shovardhan Birla and Smt. Avanti Birla who are husband and wife.
COMMITTEES OF THE BOARD
(A) AUDIT COMMITTEE
Broad Terms of Reference:
The terms of reference of the Audit Committee are as per the guidelines set out in the listing agreement with the Stock Exchange, read with Section 292A of the Companies Act, 1956 and includes such other functions as may be assigned to it by the Board of Directors from time to time. The Committee generally meets on the day of the Board meeting, except when otherwise considered expedient.
Meetings and attendance during the year:
During the year under report, four meetings of the Committee were held, namely, on 31st May 2010, 11th August 2010, 28th October 2010 and 31st January 2011.
At its meetings, the Audit Committee reviewed the quarterly and annual financial results before the Board of Directors took the same on record. The Committee also reviewed Internal Audit Reports. The minutes of the meetings of the Audit committee are regularly placed before the Board.
(B) SHAREHOLDERS'/ INVESTORS' GRIEVANCE COMMITTEE
Broad Terms of Reference
To examine and redress the complaints and grievances of shareholders of the Company, so as to direct and advise the RTA to ensure prompt redressal of complaints and grievances of the shareholders on any issue relating to the share transfer activity, to authorise issue of duplicate share certificates, to recommend to the Board appointment / removal of the Registrars and Share Transfer Agents and/or in the remuneration payable to them, etc.
The Registrar and Share Transfer Agent (RTA) of the Company during the financial year under report received one complaint from the member and the same had been satisfactorily dealt with during the said period.
During the year, the Registrar had registered 12 transfers comprising 1502 shares and processed 46 requests for dematerialization of 10052 shares. There were no valid requests pending for share transfers at the end of the year.
(C) REMUNERATION COMMITTEE
Broad Terms of Reference
The Remuneration committee was constituted on 30th October, 2007. The broad terms of reference are to determine and recommend to the Board, compensation payable to Directors and Managerial personnel.
(D) AMALGAMATION COMMITTEE
Broad Terms of Reference
The Amalgamation committee was constituted on 31st March, 2011. The broad terms of reference are to oversee the matters relating to merger/amalgamation from time to time.
The Company does not have any subsidiary company.
DECLARATION ON COMPLIANCE WITH THE CODE OF CONDUCT
It is hereby confirmed that all the Directors and Senior Management Personnel (i.e. one level below the executive directors, including all functional heads) of the Company have received, read and understood the compliance with the Code of Conduct framed by the Company and confirmations for the year ended 31st March, 2011 have been obtained from the Directors and Senior Management Personnel of the Company.
The Code of conduct for Directors and Senior Managers as adopted by the Board has been posted on the web site of the Company.
The Board of Directors has received the requisite certificate as envisaged in Clause 49 (V) of the Listing Agreement.
a) There are no materially significant transactions with the related parties' viz. Promoters, Directors or the management, their subsidiaries or relatives, conflicting with Company's interest.
The register of contracts containing the transactions, in which Directors are interested, is regularly placed before the Board for its ratification and approval.
Suitable disclosures as required by the Accounting Standards (ASI8 - Related party transactions), has been made in the Note 15 in Schedule 19 to accounts in the Annual Report.
There is no pecuniary relations or transactions of non executive directors vis a vis the Company, which has potential conflict with the interest of the Company at large.
No penalty or strictures have been imposed on the Company by Stock exchange, or SEBI, or any statutory authority on any matter related capital markets during the last 3 years.
b) Risk Management: A risk management policy is in place, wherein key risks are categorised and assessed in terms of probability and its likely impact on the Company's business which are evaluated and report of the same are placed before the Board for review.
c) Whistle Blower Policy: The Company does not have any whistle blower policy as of now but no personnel are being denied any access to the Audit Committee.
MEANS OF COMMUNICATION
The Board of Directors of the Company approves and takes on record the unaudited financial results and audited results in the Performa prescribed by the Stock exchange, Mumbai, where the shares of the Company are listed. The Company publishes its financial results every quarter in one english and one local language (Marathi) newspapers.
A firm of Company Secretaries periodically carried out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The secretarial audit reports confirm that the total issued and paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
GENERAL SHAREHOLDER INFORMATION
Annual General Meeting:
Date: September 30, 2011
Time: II.00 a.m.
Venue: Vedant Community Hall, Phase- III, Vedant Complex, Ist Pokhran Road, Thane (West) - 400 606
Dates of book closure
from Thursday September 29, 2011 to Friday, September 30, 20II(Both days inclusive)
1) First Quarter Results: On or before August 15, 2011
2) Second Quarter / Half yearly Results: On or before November 15, 2011
3) Third Quarter results: On or before February 15, 2012
4) Fourth Quarter / Audited Annual Results:On or before May 15, 2012 / May 31, 2012
Listing on Stock exchange
The Company shares are listed on the Bombay Stock exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
The annual listing fees of Bombay Stock exchange Ltd. have been paid and there is no outstanding payment towards the exchange, as on date.
ISIN No. for the Company's equity Shares in Demat form : INE 989B0I0I4
Depository Connectivity :NSDL and CDSL
Registered Office of the Company
S-2, 2nd Floor, Vedant Commercial Complex, Vartak Nagar, First Pokhran Road, Thane (West) - 400606
Registrar and Share Transfer Agent :
The complete address of Registrar and Share Transfer Agent for communication is as follows:
Link Intime India Private Limited
C-I3, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West),Mumbai - 400 078.
Telephone : 2596 3838, 2594 6970 Fax : 2594 6969
e-mail Id: email@example.com
Share Transfer System:
The shares lodged for transfers and dematerialization are processed by the Registrar and Share Transfer Agent on a weekly basis and generally registered and returned within a period of I5 to 30 days from the date of receipt, if the documents are complete in all respects.
The Company has been obtaining half yearly certificates from a Company Secretary in Practice within 30 days from the close of the relevant period with regard to compliance of share transfer formalities as per the requirement of clause 47(c) of the Listing Agreement of the Stock Exchange, where the securities of the company are listed.
Dematerialisation of shareholding
The Company's shares are admitted into both the depositories viz National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSL) and the ISIN allotted for the equity shares of the Company is INE 989B0I0I4. As on March 3I, 20II, I,I4,37,492 number of Shares representing 96.06% of the Company's shares are held in demat form in the depositories.
There are no GDRs/ADRs issued by the Company.
Non Mandatory requirements:
The Company has presently not adopted the non mandatory requirements in regard to sending of half yearly financial performance to the shareholders to their residence.