REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2014-2015 (Pursuant to Clause 49 of the Listing Agreement)
The Company pursuant to Clause 49 of the listing agreement with the Stock Exchanges furnishes its report on the code of Corporate Governance
1) Company's Philosophy on Code of Governance
The Company's activities are carried out in accordance with good corporate practices and the company is constantly striving to better them by adopting best practices. It is firmly believed that good governance practices would ensure efficient conduct of the affairs of the Company and help it achieve its goal of maximizing value of its stakeholders. The Company will continue to focus its resources, strengths and strategies to achieve its vision; i.e. becoming one of the highly competitive organization in its field along with upholding the core values of transparency, integrity, honesty and accountability, being the fundamental of our Organization.
The Board of Directors believe that excellence in Corporate Governance Practices can be achieved only if the spirit of Corporate Governance is followed right from the top management to the last level employee of the Company.
2) BOARD OF DIRECTORS
The Board comprises of 4 Directors, as on March 31, 2015. All the Directors are well experienced in their respective fields with experience in overall Management, Finance and Law. They bring a wide range of skills and experience to the Board.
Since the commencement of financial year 2014-2015 till March 31, 2015, a total of 6 Board Meetings were held on the following dates viz. 31.05.2014,14.08.2014,21.08.2015,11.09.2014,14.11.2014 and 14.02.2014. The maximum time gap between two board meetings did not exceed the limits prescribed in Clause 49 of listing agreement.
Particulars of Retired Directors:
Mr. Ajit Kumar Tulsian has stepped down as the director of the company with effect from 11th May 2015.
Mr. Amap Pradeep Choudhary, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting.
3) Board Committees
The Board has constituted the following Committees of Directors (a) Audit Committee (I) Terms of Reference
The role and terms of reference of Audit Committee are as set out in clause 49(H) (D) and (E) of the Listing Agreement and Section 292A of the Companies Act, 1956 besides other terms as may be referred by the Board of Directors.
The Audit committee comprised of Mr. Ajit Kumar Tulsian, Mr. Gaurav Bhalotia and Mr. Ankit Agarwal.
All the directors have good knowledge of corporate and project finance, accounts and company law. The committee held four meetings during the year. The audit committee considered audit reports covering operational, financial and also the quarterly results of the Company. The minutes of the meetings of the audit committee are placed before the Board.
b) Shareholders/Investors Grievance Committee
The Company has constituted a shareholders/Investors grievance committee, to look into redressed of investor's complaints and requests like delay in transfer of shares, non-receipt of annual report etc.
The committee comprises of One Non-Executive Director and One Executive Director, Mr. Ajit Kumar Tulsian, being the chairman of the committee and Mr. Aman Pradeep Choudhary being the other member of the committee.
c) Remuneration/Compensation Committee
The company has constituted Remuneration/Compensation Committee to discharge the Board's responsibilities relating to compensation to the Company's Executive Directors and to approve and evaluate the Executive Director's compensation plans, policies and programme of the Company.
NAME, DESIGNATION, AND ADDRESS OF COMPLIANCE OFFICER:
Mr. Sanjay Jain
Authorised Signatory 36, Sir Hari Ram Goenka Street, 3rt Floor, Kolkata - 700 007 West Bengal
4) COMPLIANCE WITH OTHER MANDATORY REQUIREMENTS
As required by revised clause 49, a statement in summary form of transactions with related parties are being periodically placed before the Audit Committee.
(b) DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable
(c) DISCLOSURE ON RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Board shall periodically review the same.
(d) CODE OF CONDUCT
The Board has formulated a code of conduct for the Board members of the Company. All Board members have affirmed their compliance with the code. A declaration to this effect signed by the Chairman of the Board of Directors of the company is given elsewhere in the Annual Report.
(e) CEO / CFO CERTIFICATIONS
As required under clause 49 of the Listing Agreement, certification from Mr. Aman Pradeep Choudhary was placed before the Board of Directors at its meeting held on 29th May, 2015,
(f) Review of Director's Responsibility Statement
The Board in its report have confirmed that the annual accounts for the year ended March 31,2015 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.
5) COMPLIANCE WITH NON - MANDATORY REQUIREMENTS
(a) Tenure of Independent Directors on the Board
The company has not yet fixed any tenure for the Independent Directors on the Board of the Company.
(b) SHAREHOLDERS RIGHTS
Half yearly report is not sent to each household of shareholders. However, the results of the Company are published in the newspapers.
(c) AUDIT QUALIFICATIONS
Strategic decisions were taken during the year resulting in unqualified financial statements of the Company.
(d) TRAINING OF BOARD MEMBERS
The Company has not yet adopted any training program for the members of the Board.
(e) WHISTLE BLOWER POLICY
The Company has not adopted any Whistle Blower policy.
1. The Company has not entered into related party transaction, which is not likely to have a conflict with the Company's interest.
2. There were no material pecuniary relationships or transactions of the Non-Executive Directors visa- vis the Company.
3. There were no material transactions of the Company with its promoters, directors, management or their relatives that may have potential conflict with the interest of the Company at large.
4. There were no penalties or strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets at any time during last 3 years.
8) MEANS OF COMMUNICATION
a) Quarterly / Half yearly financial results of the company are forwarded to Bombay Stock Exchange Limited and published in Free Press Journal and Navshakti. Half yearly report is not sent to each household of shareholders. However, the results of the company are published in the newspapers.
b) The Company has not made any presentation to any institutional investors or to any analysts during the year.
c) The Company does not have a website.
9) General Shareholder Information
(a) Annual General Meeting
Date and Time 30th September, 2015 at 02.00 pm
Venue : NJ. Nair Conference Room, 4th Floor, Bholgilal Hargovindas Building, 18/20 K Dubash Marg, Kalaghoda, Fort, Mumbai - 400001
(b) Book Closure Date : 23rd September, 2015 to 30th September, 2015
(c) Registered Office Office No. 307, 3rd Floor, Maker Bhavan 3, 21, New Marine Lines, Churchgate, Mumbai-400 020 Maharashtra
(d) Dividend Payment Date: No dividend is recommended for the Financial Year 2014-2015
(e) Listing of Equity Shares on Stock Exchange:
Company's equity shares are listed on Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai -400023. Our shares are also demat with NSDL & CDSL. The company has paid listing fees for the year 2013-2014.
(f) Stock Code:
(i) The Stock Exchange, Mumbai 512379
(ii) The ISIN No. • INE716DO1033
(g) Registrar and Share Transfer Agent
The Company has appointed Share Pro Services (India) Private Limited as its Registrar & Share Transfer Agents. Shareholders are advised to approach Share Pro Services (India) Private Limited on the following address for any shares related queries and problems:
Share Pro Services (India) Private Limited 13 AB, Samhita Warehousing Complex, 2nd Floor Sakinaka Telephone Exchange Lane Off AndheriKurla Road Sakinaka, Mumbai - 400 072 Tel No. 022 - 67720300/400 Extn - 332 Fax No.-022-28591568
(h) Share Transfer System
Share transfers in physical form are registered and returned within the stipulated time, if documents are clear in all respects. Officers / Directors of the Company have been authorized to approve transfers.
Trading in Equity Shares of the Company is permitted only in dematerialised form. All requests for Dematerialisation of shares are processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within the stipulated time. Up to 31.3.2015, 99.81% equity shares of the Company have been dematerialized
(j) Address for correspondence
Shareholders are requested to direct all share related correspondence to Share Pro Services (India) Private Limited and only non share related correspondence and complaints regarding Adroit Corporate Services Private Limited to the Compliance Officer at the registered office of the Company.
(k) Outstanding GDR/ADRs/Warrants and Convertible bonds, conversion date and likely impact on the equity: The company has not issued any GDRs, ADRs during the year.
(I) Declaration Code of Conduct
It is hereby affirmed that all the directors have complied with the Code of Conduct framed by the Company and a confirmation to that effect has been obtained from the directors.
The Auditor's Certificate dated May 29, 2015 issued by M/s Agarwal & Sanganeria & Co, Chartered Accountants, Statutory Auditors on compliance of the Corporate Governance requirements by the Company is annexed herewith.
On behalf of the Board of Directors
Sd/- Aman Choudhary
Date: 4th September, 2015