Company's Philosophy on Code of Governance
The company's philosophy on code of governance is aimed at assisting the board of directors in meeting its obligations to all stakeholders. The achievement of this objective is facilitated by codified corporate governance charter comprising of best practices as well as compliance with various statutory and regulatory requirements.
Board of Directors
As on the date of this report, the strength of the company's board is five directors. Mr. P. Sampath, Chairman, is a non-executive director and is neither a promoter nor related to any promoter or any person occupying any position in the company.
During the year ended on March 31, 2008, the audit committee comprised of Mr. C. L. Jain as chairman, Mr. Mahesh S. Gupta, Mr. P.K. Mohapatra and Mr. Niraj Bajaj. During the year, the meetings of the Audit Committee were held on 12/06/07, 31/07/07, 23/10/07 and 31/01/08.
The board of directors has reconstituted audit committee on June 16, 2008. The reconstituted Audit Committee is qualified and independent and comprises of Mr. Suresh Mathew, Mr. J. P. Mehrotra and Mr. H. N. Singh Rajpoot.
The terms of reference and powers of the Audit Committee are those prescribed under clause 49 of the listing agreement as well as under section 292A of the Companies Act, 1956. The statutory auditor and internal auditor are invitees to the audit committee meetings. The company secretary acts as secretary to the audit committee.
Remuneration of Directors
(i) Non-Executive Directors
The non-executive directors at present are only paid sitting fees for attending meetings of the board and committee(s) thereof. Keeping in view industry practices, the board unanimously decides the amount of sitting fees to be paid from time to time, based on the power conferred by the Articles of Association of the company. The sitting fees presently fixed does not require prior approval of the shareholders.
The amount of sitting fees paid to the non-executive directors for attending meetings of the board, audit committee and remuneration/compensation committee held during the year ended on March 31, 2008.
During the year under report, the non-executive directors' neither had any other pecuniary relationship nor entered into any other transaction vis-a-vis the company. None of the non-executive directors hold any shares in the company.
(ii) Executive Director
Mr. Arvind Vasudeva was managing director of the company upto February 5, 2008. He stepped down as managing director of the company effective from February 6, 2008 consequent to sale of the pharmaceuticals business by the company. The elements of remuneration paid by the company to Mr. Arvind Vasudeva during the year ended on March 31, 2008.
All components of above remuneration were fixed in nature. Mr. Arvind Vasudeva was also granted option for 40,000 equity shares under 2005 Employees Stock Option Plan ("said ESOP Scheme") of the company. Pursuant to the Scheme of Arrangement, the said ESOP Scheme has been discontinued with effect from effective date (i.e. 05-02-2008) of the Scheme of Arrangement in view of all employees of the company on effective date becoming employees of RPG Life Sciences Limited (formerly known as RPG Pharmaceuticals Limited). The said RPG Life Sciences Limited would grant stock options in lieu of options granted by the company.
The remuneration paid to managing director as above was in accordance with the provisions of the Companies Act, 1956 and has been borne by RPG Life Sciences Limited (formerly known as RPG Pharmaceuticals Limited) pursuant to the Scheme of Arra3ngement.
Shareholders/Investors Grievance Committee
During the year ended on March 31, 2008, the Shareholders / Investors Grievance Committee comprised of Mr. Mahesh S. Gupta as chairman and Mr. P.K. Mohapatra. Subsequent to the end of year under review, the committee has been reconstituted and now comprises of Mr. H. N. Singh Rajpoot and Mr. T. M. Elavia
The complaints received from the investors are being regularly attended to and are believed to be resolved to their satisfaction. The status of the investors' complaints is reviewed by the Shareholders / Investors Grievance Committee on quarterly basis. During the year ended on March 31, 2008, the company received 62 complaints and all of them have been attended to before the end of the year, and believed to have been resolved to the satisfaction of the investors.
The board of directors, in order to expedite share transfers, has delegated the power of share transfer to the company secretary. During the year ended on March 31 2008, the company received 186 share transfer requests for transfer of 30118 shares held in physical form. All these share transfers have been timely processed. No share transfer request received during the year was pending as on the year end.
General Body Meetings
The last three annual general meetings of the company were held on October 23, 2007 at M. C. Ghia Hall, Bhogilal Hargovindas Building, 2nd Floor, 18/20, Kaikhushru Dubash Marg, Kala Ghoda, Mumbai - 400 001. The last annual general meeting was held at 2.45 p.m., while the meeting held on August 25, 2006 and September 19, 2005 were held at 3.00 p.m and 11.00 a.m. respectively.
At the last annual general meeting held on October 23, 2007, special resolution authorising (i) change in name of the company and (ii) adjustment of debit balance in the profit & loss account arising consequent to implementation of the Scheme of Arrangement against amount lying in the share premium account were passed. No special resolution was passed at the annual general meeting held on August 25, 2006. Two special resolutions under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 were passed at the annual general meeting held on September 19, 2005.
The company has neither passed any resolution during the year ended on March 31, 2008 through postal ballot nor are there any proposals as at present to pass any resolution through postal ballot.
However, consequent to resignation of auditors appointed by the shareholders at the last annual general meeting, the board of directors on May 16, 2008 approved of passing of an ordinary resolution for appointment of Ray & Ray, Chartered Accountants, as auditors by postal ballot and appointed Mr. Ashish Bhatt, proprietor of Ashish Bhatt & Associates, as scrutinizer to conduct the postal ballot voting process in fair and transparent manner. The board also made Mr. Arvind Vasudeva, director, and Mr. V.S. Bakhare, company secretary jointly and severally responsible for entire postal ballot process. The company mailed notice, explanatory statement, postal ballot form and self-addressed business reply envelope on 26-05-08 to all the members, and all replies received upto 25-06-08 were considered by the scrutinizer. Based on report submitted by the scrutinizer on 26-06-08, the Chairman declared the resolution passed with requisite majority.
(i) The company has not entered into any materially significant related party transaction that may have potential conflict with the interest of the company at large. The company received disclosures from the senior management personnel confirming that they did not enter into any financial or commercial transaction, which may have potential conflict with the interest of the company.
(ii) To the best of the company's knowledge, there has been no incidence of non-compliance with laws governing capital market during last three years. During the last three years, no penalty or stricture has been imposed on the company by the stock exchanges, SEBI or any statutory authority on any matter related to capital market.
(iii) The board of directors has laid down the code of conduct for non-executive directors and executive director(s)-senior management personnel. Under the Scheme of Arrangement that became effective on February 5, 2008, all employees in service of the company on the said effective date have been transferred to RPG Life Sciences Limited (formerly RPG Pharmaceuticals Limited) along with the pharmaceuticals business sold by the company. As such, the company had no employees as at the end of the year on March 31, 2008 except company secretary appointed on February 5, 2008. Each director of the company as on March 31, 2008 and the secretary of the company to whom the code was applicable, have affirmed their compliance with the code. A declaration to this effect by Mr. Vaibhav Bakhare, manager, appointed within the meaning of the Companies Act, 1956, forms part of this report.
(iv) At revelant time, Managing Director and General Manager Finance of the company have submitted the certificate as required under clause 49V of the Listing Agreement, to the board of directors.
(v) The company is yet to adopt Whistle Blower Policy.
(vi) The company is in compliance with all the mandatory requirements of revised clause 49 of the listing agreement. The status on adoption of non-mandatory requirement is set out in this report.
Means of Communication
The quarterly results are normally published in Free Press Journal and Navshakti. During the year, the company has not made any presentation to institutional investors or to the analysts.
General Shareholder Information Annual General Meeting
Date : Tuesday, September 2, 2008.
Time : 3.45 p.m.
Venue : The Queenie Captain Auditorium
(The Nab -Workshop For The Blind),
Dr. Annie Besant Road, Worli,
Mumbai - 400 030.
Dates of Book closure: 25-08-2008 to 02-09-2008 (both days inclusive).
The next financial year of the company is from 01-04-08 to 31-03-09.
Listing on Stock Exchanges:
The equity shares of the company have been listed on Bombay Stock Exchange Limited (Stock code: 500384), National Stock Exchange of India Ltd. (Stock symbol: BRABOURNE) and the Calcutta Stock Exchange Association Ltd. (Stock code: 29124). The company has paid the annual listing fee for the year 2008-09 to all the aforesaid stock exchanges. The ISIN no. for dematerialization of the company's shares with NSDL and CDSL is INE629A01018.
Registrar and Transfer Agents:
Intime Spectrum Registry Ltd.
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (W),
Mumbai - 400 078
Ph.no :2596 3838, Fax: 2594 6969
Contact person: Mr. Mahadevan Iyer
203, Davar House,
197/199, D. N. Road,
Ph.no :2269 4127
Investors Grievance Redressal:
The investors may register their grievances on email@example.com an exclusive e-mail ID for registration of complaints by the investors.
Share Transfer System:
In order to expedite the process of share transfer, the board of directors has delegated the power of transfer of shares to the company secretary who considers and approves transfers every fifteen days.
Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity:
The company has not issued any GDRs/ADRs. 600,000 warrants issued by the company have lapsed due to non-exercise of the right by the warrant holder to apply for shares on or before September 30, 2007, being date of expiry of eighteen months from the date of allotment. The company has not issued any other convertible instrument.
Address for correspondence:
25, M.I.D.C. Land, Thane-Belapur Road
Navi Mumbai 400 705
Ph. No. (022) 6795 5400, 6795 5555
Fax No. (022) 2767 2646
Contact person: Mr. Vaibhav S. Bakhare
Non-Mandatory Requirements Chairman's office :
The chairman has not sought any reimbursement of expenses incurred for maintenance of his office or performance of his duties.
The company has not set up Remuneration Committee.
The quarterly/yearly financial resu lts are published in the newspapers as above. In view of this, half-yearly financial results are not separately sent to the shareholders.
Training and Evaluation:
The training of board members and evaluation of performance of non-executive directors as envisaged under clause 49 of the Listing Agreement will be considered as and when such need arises.
Whistle Blower Policy:
The company has not yet adopted whistle blower policy mechanism. This will be evaluated and adopted on need basis.
I hereby declare that the directors and senior management personnel of the company have affirmed compliance with the code of conduct, as applicable to them, for the year ended on March 31, 2008.
Vaibhav S. Bakhare
Place : Mumbai
Date : June 30, 2008