COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
Bombay Talkies Limited aims at ensuring high ethical standards in all areas of its business operations to enhance its stake holder's value.
In accordance with Clause 49 of the Listing agreement with the Stock Exchanges, the details of governance including compliances by the Bombay Talkies Limited with the provisions of Clause 49 are as under:
1. BOARD OF DIRECTORS:
As on 31st March 2014, The Company's Board consisted of three (3 Nos.) independent /non-executive directors, who have rich experience in their fields.
The Board of Directors duly meets 5 times during the last financial year on the following dates 29.07.2013 28.08.2013, 29.10.2013, 29.01.2014 and 29.04.2014.
Code of conduct:
The Company has already implemented a Code of Conduct for all Board Members and Senior Managements of the company in compliance with Clause 49 (1) of the Listing Agreement. But, since the operations of the Company were not much, the application of the code of conduct was limited to that extent
• Excludes Directorship in Indian Private Limited Companies, Foreign Companies, Companies u/s 25 of the Companies act, 1956
• The Director(s) are neither Chairman nor members of any other committee(s) other that Audit committee, grievance committee, remuneration committee of Bombay Talkies Limited as mentioned in this report.
Detailed Agenda is circulated/ sent to the members of the Board in advance The Board discuss/ deliberate and decides on all the topics/ matters including those suggested in the Listing Agreement, as and when the requirement arises.
Risk Mitigation Plan:
The Company has already adopted a risk mitigation plan, suitable to the Company. During the year there were no activities that required the assessment of risk.
2. AUDIT COMMITTEE:
The total strength of the Audit Committee is three. The said committee was constituted to exercise powers and discharge function as stipulated in Clause 49 of the Listing Agreement, and other relevant statutory and regulatory provisions. The Chairman of the audit committee is an independent/non executive director, and of the other two members one is executive director and the other is non-executive / independent director.
During the relevant financial year, five Audit Committee Meetings were held on 29.07.2013 28.08.2013, 29.10.2013, 29.01.2014 and 29.04.2014
3. SHARE HOLDERS GRIEVANCE/ SHARE TRANSFER COMMITTEE:
Share Holder's Grievance Committee
Share Holders Grievance Committee consists of two independent Directors, and one compliance officer who have met on 29.07.2013, 29.10.2013, 29.01.2014, and 29.04.2014. As on 31st March, 2014, Company has no complaints/ grievances.
The data for the year is as follows: No of Complaints received from share holders/ Exchange during the year 2013-14.
During the year company had affected transfers involving (Nil) equity shares.
At present, Kishor Patil is a Compliance officer of the Company. He was appointed in 01st March, 2013. Kishor Patil, who was Compliance officer, prior to this date, had attended all the meetings held during the year.
Share Transfer Committee
The same members of Share Holders Grievance Committee are the members of this committee also. The Committee has met four times on 29.07.2013, 29.10.2013, 29.01.2014, and 29.04.2014
4. REMUNERATION COMMITTEE
The Directors have decided that till the company earns adequate Profits, they will not draw any remuneration from the Company. So remuneration committee was not set up during the year under review.
5. OTHER DETAILS/INFORMATIONS
The Company has neither used Postal Ballot nor passed any special resolutions during these years, and there was no Extra Ordinary General Meetings of the members of the Company during the relevant period.
• Means of communication:
The Company has started filings the entire quarterly / half yearly / annual results of the company with the Stock Exchanges and press release are made in English & Marathi as stipulated in the Listing Agreement. The company does not have a web site. It also has not displayed in official news release and no presentations were made to institutional investors or to the analysts. We do not send half yearly financial reports to the share holders. The management Discussion and Analysis is a part of the Annual Report
• Compliance of Insider Trading Norms:
Company has adopted the code of internal procedures and thus complies with the insider trading norms.
• General Shareholder's information
a) AGM, date, time, and venue
Venue: 403, Balaram Bhavan, Grant Road, Mumbai - 400 001
Date : 20th September, 2014
Time :12.00 a.m
b) Financial year ending 31st March, 2014
c) Book closure date :
20th September, 2014 to 20th September, 2014 (both the days inclusive)
d) Listing on stock exchanges. : -
Bombay Stock Exchange Ltd. All the dues regarding the Listing Fee have been paid
a) Director retiring by rotation / reappointment:
b) The ISIN for the dematerialized share of the company is
c) Share transfer system:
d) The Company has not proposed / declared any dividend during the year.
e) Financial Year :
1st of April to 31st March.
For the current financial year, following is the calendar (tentative and subject to change)
Financial reporting for 31st March 2014
• 1st Quarter - 29/07/2013
• 2nd Quarter - 29/10/2013
• 3rd Quarter - 29/01/2014
• Financial year closing: 28.08.2013
• 4th Quarter - 29/04/2014
f) Address for correspondence
• Regd Office: 403, Balaram Bhavan, Grant Road, Mumbai - 400
• E-mail id of the Compliance officer: Mr. Kishor Patil
• E-mail id of the Company : firstname.lastname@example.org
• Telephone No : 7498953389 • Fax : 7498953389
g) Share Transfer Agents:
Adroit Corporate Services Private Limited
19, Jaferbhoy Industrial Estate Makwana Road, Marol Naka, Andheri (East) Mumbai - 400 059.
h) Stock Code -
512127 (Bombay Stock Exchange Ltd)
i) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion date and likely impact on equity :
j) Conversion date and likely impact on Equity Shares:
k) The details of related parties' viz.; Promoters. Directors or the Management, their Subsidiaries or relatives conflicting with Company's interest: None
l) Penalties or structures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the period under review: None
m) Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc. :
n) Whistle Blower Policy:
Thought there is no formal Whistle Blower Policy; the company takes cognizance of the complaints made and suggestion given by the employees and others.
o) Training of Board Members:
The Directors interact with the management in a very free and open manner on information that may be required by them for orientation with the business of the company.
p) Mechanism for evaluating non-executive Board Members:
The Non-Executive Directors of the Company are from diverse fields relevant to the Company's business requirements and have long standing experience and expertise in their respective fields.
Non -Executive Directors add substantial value to the deliberations of the Board and Committee thereof, besides giving guidance on maters referred to them from time to time. They also play an important role in safeguarding the interests of the stakeholders. In the light of the above, the Chairman under authority' from the Board evaluates the performance of each Non-Executive Director.