REPORT ON CORPORATE GOVERNANCE
The Company has put in place the SEBI guidelines pertaining to Corporate Governance effective from financial year 2002-2003. The report on Corporate Governance for the year 2014-15 is as under:
Corporate Governance - Philosophy
The basic objective of the Corporate Governance policies adopted by your Company is to focus on good Corporate Governance -which is the pivotal driver of sustainable corporate growth and long term value creation for the shareholders, other stakeholders and society at large.
1. Board of Directors
The Board of Directors of the Company have an optimum combination of Executive, Non-Executive and Independent Director who have an in-depth knowledge and experience of business, finance, law and corporate management, in addition to the expertise in their areas of specialization. The Board of the Company comprises of Six Directors that include one Woman Director. The composition of the board during the year is tabulated below:
2. Audit Committee
The Company has an Audit Committee at the Board level functioning since May 30, 2002. The Board of Directors of the Company at their meeting held on May 30, 2014 re-constituted the Audit Committee. The Committee, inter alia, provides reassurance to the Board on the existence of an effective internal control system. It also oversees financial disclosures compliance with all relevant statutes, safeguarding of assets and adequacy of provisions for all liabilities and generally accepted accounting principles by the Company. The Committee carries out the role as laid down in Clause-49 of the Listing Agreement with Stock Exchanges. The Audit Committee also takes care of Whistle Blower Mechanism.
The Audit Committee comprised of three members, all members including the Chairman of the Committee are non-executive. The Statutory Auditor and Managing Director of the Company are permanent invitees to all Audit Committee meetings. Ms. Pratibha Jaiswal is the Convener to the Audit Committee.
The Composition of the Audit Committee and the details of meeting held by it are as follows:
3.Nomination and Remuneration Committee
The Company has an Remuneration Committee at the Board level functioning since May 30, 2002. The Board of Directors of the Company at their meeting held on May 30, 2014 re-named and re-constituted the Remuneration Committee as Nomination & Remuneration Committee. Further the Board of Directors of the Company at their meeting held on January 30, 2015 reconstituted the Nomination & Remuneration Committee
4. Stakeholders' Relationship Committee
The Company has Shareholders / Investors Grievance & Transfer Committee under the Chairmanship of a Non- Executive and Independent Director to specifically look into shareholder issue including share transfer, transmission, issue of duplicate certificates and redressing of shareholder complaints like non receipt of balance sheet, declared dividend etc
The Board of Directors of the Company at their meeting held on May 30, 2014 re-named and re-constituted the Shareholders I Investors Grievance & Transfer Committee as Stakeholders' Relationship Committee. Further the Board of Directors of the Company at their meeting held on January 30, 2015 re-constituted the Stakeholder's Relationship Committee. The composition of the Stakeholder's Relationship Committee and the details of meeting held by it are as follows:
M/S. C. B. Management Services (P) Ltd., the Company's Registrar and Share Transfer Agent among others, expedites the process of transfer of shares under supervision of compliance officer. Thereafter, the proposals are placed before the Shareholders / Investors Grievances & Transfer Committee for approval. To expedite the process of transfer sometimes the members of the committee approve cases of routine nature of transfers of shares by circulation, which are subsequently ratified.
Ms. Pratibha Jaiswal is the Convener to the Stakeholders' Relationship Committee
6. Number of Board Meetings and Board Procedures.
Your Company's Board met 6 (six) times during the year and details of the meeting are high lighted below. Agenda papers along with explanatory statements were circulated to the Directors well in advance of the meeting.
The senior management of your Company was invited to participate in matters of interest, importance and relevance. The Board has access to any information within your Company and every effort is made to ensure that the information is adequate and appropriate to enable the Board to take considered decisions on issues.
7. Independent Directors
The Company has complied with the definition of Independence as per section 149 and the provisions of Schedule IV, of the Companies Act, 2013 and Clause 49 of the Listing Agreement. They also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013. Whenever new Non-Executive and Independent Directors are included in the Board they are introduced to our Company's culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risks and management strategy.
The Independent Directors held a Meeting on 15th December, 2014 wherein they discussed the following in details:
Relevant provisions w.r.t. Companies Act, 2013 and Listing Agreement. Performance of the Non-independent Directors and Board as a whole. Flow of information between Company Management and Board that is necessary for the Board to effectively and reasonably perform their duties.
The Board also evaluated the performance of the Independent Directors, Non- Executive Directors including the performance of the Chairman & Managing Director as required by the Companies Act, 2013.
8. Management Discussions and Analysis Report
As a part of the disclosure related to Management, in addition to the Directors' Report, Management Discussion and Analysis Report forms part of the Annual Report to the shareholders as per specification of SEBI.
11. Material Contracts I Transactions Concerning Director's Interest
The Company had not entered into any arrangement with any body other than with BNK Securities Private Limited and BNK Commodities Pvt. Ltd. for dealing in shares, securities, Currency their derivatives and commodities where the Promoter Directors are interested. Rents for office space are paid to Brijnath Khandelwal & Co where promoters are partners. The disclosure/approval to this effect was made at the relevant meeting of the Audit Committee/Board of Directors. There was no arrangement of material nature that may have a potential conflict with interest of your Company.
12. Codes for Prevention of Insider Trading
In accordance with the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation. 2015 the Board of Director of the Company have formulated and adopted a Code of Practices And Procedure For Fair Disclosures of Unpublished Price Sensitive Information & Code of Conduct To Regulate, Monitor And Report Trading By Insiders for its employees and other connected persons towards the compliance of the Regulations
lil. Shareholders Information
1. Annual General Meeting
* Date and Time : 19th September 2015 at 10.30 A.M.
* Venue : Bhartiya Bhasha Parisad, Sitaram Seksaria Auditorium 36A, Shakespeare Sarani, Kolkata-700017
2. Financial Calender
For the Financial Year ended 31 st March 2015.
Financial Results for Quarter ended :June 30, 2014. 30th July, 2014
Financial Results for Quarter ended :September 30, 2014. 28th October, 2014
Financial Results for Quarter ended :December 31, 2014. 30th January, 2015
Audited Financial Results for Year :ended March 31, 2015. 30th May 2015
3. Date of Book Closure 14th September 2015 to 19th September 2015 (Both days inclusive)
4. Dividend Payment Date : Dividend @ Rs. 0.50 per Equity Share of Rs. 10 each if approved at the forth coming AGM shall be paid / credited to the bank a/c of the shareholders as on date of book closure of the Company within the stipulated time.
5. Registered Office
Mayfair Tower, 2 Palm Avenue, Kolkata: 700 019 Tel: (033) 30028574. Fax: (033) 30580562 E-mail Id: firstname.lastname@example.org
6. Listing Details (Equity Share)
BSE Ltd., Mumbai Phiroze Jeejeebhoy Tower,Dalai St., Mumbai 400023
The Calcutta Stock Exchange Association Ltd. 7, Lyons Range, Kolkata-700 001.
The Company has paid the Listing Fees for the year 2014-15 to BSE Limited. The payment of fee to Calcutta Stock Exchange has not been made as the exchange was closed for trading for the period under consideration.
7. Registrar & Transfer Agent
C B Management Services (P) Ltd, P-22, Bondel Road,Kolkata: 700019 Tel No.: (033) 2280-6692 / 6693, Fax No.: (033) 2247-0263 E-mail: cbmsl 1 @cal2.vsnl.net.in, email@example.com
8. Share Transfer System
Stakeholders' Relationship Committee has been constituted to approve the transfer and transmission of shares, issue of duplicate share certificates and allied matters. To ensure transfer of shares in physical form within 15 days of receipt, a sub-committee has been constituted comprising of 3 Directors, Independent Director as its Chairman. In case of routine matters a process of circular resolutions to be adopted. Share Certificates in physical form are dispatched within prescribed time after complying with the requirement of SEBI guidelines on transfer cum dematerialization of shares.
12. Dematerialization of shares & liquidity
Over95.35% of equity shares have been dematerialized as on31.03.2015.Trading inequity shares of your Company on BSE Limited and The Calcutta Stock Exchange Limited is permitted only in dematerialized mode w.e.f. November25,2000 as per notification issued by SEBI. To facilitate the investors in having easy access to demat system, the Company has signed agreements with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
Details on use of public fund obtained in the last three years: N.A
Fresh Issue of Capital
During the year under review, your Company has not raised any fresh capital