REPORT ON CORPORATE GOVERNANCE:
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company firmly believes in transparency in its dealings and lays emphasis on integrity and regulatory compliance. The Company considers good corporate governance to prerequisite for meeting the needs and aspirations of its shareholders, with this end in view, this year's annual Report has made substantial disclosure on the Board, Board Committees and also on the financial performance.
2. BOARD OF DIRECTORS
As on date of this report, the Board of Directors consists of three non-executive Directors. The Composition and category of Directors and attendance of each Director at the Board Meetings, last AGM and numbed other Directorship / Chairmanship / Membership of Committee of each Director in various companies, are given under:
3. AUDIT COMMITTEE
Audit Committee comprises of three non-executive Directors. The ' terms of reference of this Committee are as required by SEBI under clause 49 of the Listing Agreement read with Section 292A of the Companies Act, 1956. The Committee is having access to all the required information in the Company. The Committee is authorized to select and establish accounting policies, review reports of the Auditors and meet with them to discuss their findings, suggestions, and other related matters. The Committee is empowered to recommend the appointment and remuneration payable to the statutory Auditors.
4. REMUNERATION COMMITTEE
No remuneration is paid to any director of the Company. No remuneration committee has been formed as the ' same is not mandatory. Presently the company does not have any stock option plan.
5. INVESTORS'/ SHAREHOLDERS' GRIEVANCES COMMITTEE
The Investors /Shareholders' Grievance Committee reviews and redresses shareholders/ Investors query / grievance / compliant on matters relating to transfer of shares, non-receipt of interest warrants, non-receipt of deposit receipt etc. and the committee approves transfers, transmission, consolidation and splitting of share certificates. The committee consists of three non-executive Directors viz. Smt. Mani Rajagopal, Sri. V. Ramanothanand Sri. S. Parameswaran.
Sri. V. Ramanathan is designated as Compliance Officer of the company. The minutes of investors/ Shareholders Grievance Committee were placed at the Board Meetings. During the year, Company had received 5 queries from the shareholders, which were attended to and resolved satisfactorily. There were no pending complaints and share transfers as on 31.03.2012.
7. OTHER DISCLOSURE
a. The company has not entered into any materially significant related party transactions that may have potential conflict with the interest of the Company at large.
b. During the last 3 years, there were no strictures of penalties imposed on the company by either Stock Exchanges, or SEBI or any statutory authority for non-compliance on any matter relating to the capital markets.
c. The company does not have any Whistle Blower Policy. However no personnel has been denied access to the Audit Committee of the Company,
COMPLIANCE WITH CORPORATE GOVERNANCE NORMS
The Company has complied with all mandatory requirements of Corporate Governance norms as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has not adopted the other Non-mandatory requirements.
9. MEANS OF COMMUNICATION
The financial results are published in the news papers and the same are being sent to the Stock Exchanges immediately after the approval of the Board.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The contents of the Management Discussion and Analysis Report have been included in the Director's Report at the appropriate places and thus the said Report forms part of the Annual Report.
11. GENERAL SHAREHOLDERS INFORMATION
AGM - Date, Time & Venue:
28th September 2012 4.00 PM. at Koveriammal Narayanswamy Naidu Thirun and Mandapam, Kuniamuthur, Coimbatore - 641008
April 2011 to March 2012
Annual Audited results
Since Company has incurred loss during the year The payment of Dividend and date of payment does not arise
Date of Book Closure
24.09.2012 to 28.09.2012 (Both days inclusive)
Listing on Stock Exchange
The Coimbatore Stock Exchange Limited Madras Stock Exchange Limited The Bombay Stock Exchange Limited
Type of Security
Market Price Date
Shares are not traded during the financial year
International Security Identification No. (ISIN)
The Company is in the process of demoterialization its shares
Registrar & Share Transfer Agents:
The Company has appointed M/s. Link Intime India Pvt Ltd. C-l 3 Pannalal Silk Mills compound Bhandup (West) Mumbai - 400 078 to act as Registrar and transfer agents to handle all investor services relating to shares held in physical form. The address of their Branch Office at Coimbatore is given below
M/s. Link Intime India Pvt Ltd.
"Surya" 35, May Flower Avenue, Behind Senthil Nagar,
Sowripalayam, Coimbatore 641 028
Phone: 0422-2314792, 2315792 Fax: 0422 - 2314792.
E-mail ID- firstname.lastname@example.org
Shares Transfer system
The investors / Grievance Committee meets once in fortnight or in such other frequency as necessary for approving share transfers and for other related activities. Shares sent for physical transfers would be registered and returned within an average period of 15 days from the date of receipts to the documents, which ' are complete in all respects.
The Company has attended all the investors Grievances and correspondence within a period of 5 days from the date of receipt of the same during the year under review.
Outstanding GDRs /ADRs /Convertible instruments, Conversion date and likely Impact on equity
The Company has not issued any Warrants or any. GDRs / ADRs / Warrants or any convertible instruments.
Investors Correspondence may be addressed to:
For Annual report, Transfer of physical shares, change of address, payment of dividend on shares and any other query renting to the shares
The Compliance Officer
10/400, Palghat Main Road Kuniamuthur Coimbatore-641 008
Phone: 0422 2252661
or M/s. Link Intime India Pvt Ltd.
"Surya", 35, May Flower Avenue, Behind Senthi Nagar
Sowripalayam, Coimbatore - 641 028
Phone: 0422-2314792, 2315792 Fax:0422-2314792
E-mail ID: email@example.com