REPORT ON CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, report on Corporate Governance is applicable to all the listed companies with the paid up capital of 13 crores and above or net worth of Rs. 25 crores or more at anytime in the history of the company, were covered as of March 31, 2003. Since the Paid-up Capital of our Company is below Rs. 3 Crores, the Corporate Governance Report is not applicable to our Company. However for the benefit of members and for the sake of transparency, we provide below related information.
(a) Company's philosophy:
The Corporate Governance means to steer an organization in the desired direction. It deals with laws, procedure, practices and implicit rules that determine a Company's ability to take informed managerial decision vis-a-vis its claimants-in particulars, its shareholders, creditors, customers, the state and employees. There is a global consensus about the objective of a good corporate governance; maximizing long-term shareholder value.
The Company's character is shaped by the values of transparency, professionalism and accountability. The Company believes that its fundamental objective is not mere fulfillment of the requirements of law but in ensuring commitment of the Board in managing the Company in a transparent manner for maximizing stakeholder value. The Company aims at maximizing long -term value and shareholders' wealth and thus adheres to the ethics, value and morals of the Company and its Director.
Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target.
Our Corporate Governance philosophy is based on the following principles;
1. Management must have the executive freedom to drive the enterprise forward without undue restraints and Management is the trustee of the Shareholders' Capital and not the owner. This freedom of management should be exercised within a framework of effective accountability.
2. Provide an enabling environment to harmonize the goals of maximizing stakeholder value and maintaining a customer centric focus.
3. Have a simple and transparent corporate structure driven solely by business needs.
4. Communicate externally, in a truthful manner, about how the Company is running internally.
5. Make clear distinction between personal conveniences and corporate resources.
6. Be transparent and maintain a high degree of disclosure levels in all facets of its operations.
7. Satisfy the spirit of the law and not just the letter of the law.
The Company's philosophy on Corporate Governance is thus concerned with the ethics, values and morals of the Company and its Directors, who are expected to act in the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action.
Your Board of Directors presents the Corporate Governance Report for the year 2010-2011.
(b) Board of Directors:
1. Size and Composition of Board
The Board of directors plays role a pivotal role in ensuring good governance. Blue Chip Tex Industries Limited has a balanced Board structure comprising of adequate number of non-executive and independent Directors who take care of the interest and well-being of all the stakeholders. The Board of Directors comprises of an Executive Managing Director, 3 Executive Directors and 2 Non - executive Directors.
During the year, Four Board Meetings were held on 18.05.2010, 29.07.2010, 29.10.2010 and 31.01.2011. There were no Extraordinary General Meetings held during the year.
(c) Audit Committee: Not Applicable
(d) Nomination & Compensation Committee: Not Applicable
(e) Shareholders' Grievance Committee:
1. Terms of reference:
Shareholders' complaints/grievances are attended by the Managing Director and Executive Director, to look into the Shareholders' complaints, if any, and to redress the same expeditiously. They approve requests for issue of duplicate Share Certificates and issue of certificates after split/consolidation/renewal as also requests for transmission of shares, referred by the Share Transfer Committee.
The Shareholders' Grievances are looked after by the Managing Director personally since the Grievance Committee is not applicable.
Mr. Ranjit Chowdhary is the Compliance Officer. During the year, letters received from the Shareholders for change of address, revalidation of dividend warrants, issue of duplicate shares etc. were replied to and resolved to the satisfaction of the Shareholders.
The Board has delegated power for approving transfers of Shares to a Committee comprising of the Managing Director, one Executive Director and one Non-Executive Director. The Committee met 17 times during the year and approved the transfer of Shares lodged with the Company.
1. During the year, there were no transactions of material nature with the Directors or the Management or their subsidiaries or relatives that had potential conflict with the interest of the Company.
2. There were no instances of non-compliance of any matter related to the Capital markets, during the last three years.
(g) Means of Communication :
Quarterly results were published in prominent daily newspapers viz. Navsakti, Business Standard, Mahanayak.
(h) General Shareholders' Information :
1. The Annual General Meeting is proposed to be held on Thursday, 11th August 2011 at M.C. Ghia Hall, Mumbai at 10 a.m.
2. Financial calendar :
Annual results of previous year : Mid of May
Mailing of Annual Reports : End of June
First Quarter results : Mid August
Second Quarter results: End October
Annual General Meeting : Mid August
Third Quarter results : End January
Fourth Quarter results : Mid May
3. Dates of Book Closure :
Thursday, August 4, 2011 to Thursday, August 11, 2011 (both days inclusive)
4. Listing of Equity Shares/ Debentures on the Stock Exchange at:
Mumbai (BSE), Stock code at Mumbai Stock Exchange: 506981
5. Registrar and Share Transfer Agents:
M/s. Bigshare Service Pvt. Ltd. are the Share transfer Agents, for processing the transfer of Shares having address at E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai 400072.
6. Share Transfer System:
The Company's Shares are traded at the Stock Exchange in demat mode, w.e.f. May 2001. Shares in physical mode lodged for transfer with Bigshare Services Pvt. Ltd. were processed and transferred.
7. Dematerialisation of Shares:
The Shares of the Company can be held and traded in electronic form. 6.48% (127609 no. of Shares) of the Company's Share holdings have been dematerialized in CDSL and 72.69% (1420577 no. of shares) of the Company's Shareholdings have been dematerialized in NSDL as on 31.3.2011.
8. Plant Locations:
The Company's Twisting Plant is located at Silvassa, in the Union Territory of Dadra & Nagar Haveli and Wind Electricity Generation Unit is located in the State of Tamilnadu.
9. Address for correspondence:
The Company's Registered Office is located at: "Jasville", 2nd floor, Opp. Liberty Cinema, 9, New Marine Lines, Mumbai 00020.
Website: bluechiptex industrieslimited.com
Shareholders holding Shares in electronic mode should address their correspondence to their respective Depository Participants.
10. The Company has adopted the following non-mandatory requirement on Corporate Governance recommended under Clause 49 of the listing agreement.;
i) Chairman's office with required facilities is being provided and maintained at the Company's expenses for use by its Non-Executive Director.
ii) Financial performance of the Company is well published in newspapers. Individual communication of half yearly results is not sent to the Shareholders.
iii) The Company has passed resolution requiring approval of the Shareholders by postal ballot.