REPORT ON CORPORATE GOVERNANCE
In compliance with the provisions of Clause 49 of the Listing Agreement, your Directors present the Company's Report on Corporate Governance on the matters mentioned in the said clause and the practice followed by your Company in this regard
1. Philosophy of the Company on Code of Corporate Governance
The philosophy of your Company on Corporate Governance envisages the attainment of high levels of transparency, accountability and equity in all facets of its operations and in all interactions with stakeholders, including, inter-alia, the shareholders, employees, the government and tenders. The committees such as Audit, Shareholders' / Investors' Grievances and remuneration,, meet regularly to consider aspects relevant-to each Committee. Your Directors' are happy to inform you that your Company's existing practices and policies are in conformity with the requirements stipulated by Securities and Exchange Board of India (SEBI). Your Company is committed to achieving international standards of Corporate Governance.
Your Company has already implemented the revised provisions of Clause 49 of the Listing Agreement. Your Board has adopted a Code of Conduct and made it applicable to all the members of the Board and to the senior management
Your Company believes that all its operations and actions must serve the underlying goal of enhancing, overall shareholders' value over a sustained period of time.
2. Board of Directors
In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information including information mentioned in Annexure-IA of Clause 49 of the Listing Agreement are placed before the Board on regular basis to enable it to discharge its responsibilities of strategic supervision of your Company and as the trustees of stakeholders.
As on 31st March, 2015, your Board had Two Non-Executive / Independent Director and One Non Executive Directors who are professionals, with expertise and experience in general corporate management, legal, finance, technical, engineering and other allied fields.
None of the aforesaid directors is a member in more than ten committees nor acts as the chairman of more than five committees constituted by the board of directors of the company, in which they are directors.
The Board meets at least once in a quarter inter-alia to review the company's performance and Financial Results and more often, if considered necessary, to transact other business.
During the current Financial Year under review, four meetings of the board of directors were held on the following dates -
29th May, 2014, 9th August, 2014, 10lh November, 2014 and 4,h February, 2015.
The following tables and the notes below the tables give details of the attendance of Directors at Board meetings held on the aforesaid -dates and the dates for appointment of Directorship, if any, during the year under review and the last Annual General Meeting, number of memberships held by each director in the board / committees of various companies including committee chairmanships, which are statutorily required to be constituted by the respective companies :
3. Audit Committee
The Audit Committee constituted by the Board of Directors of the Company had two Non-executive / Independent Directors and one Non- Executive Director as on 31st March, 2015.
The terms of reference of the Audit Committee are comprehensive and are in conformity with the matters specified in the Stock Exchange Listing Agreement and under Section 177 of the Companies Act, 2013. The Company Secretary was the Secretary of the audit committee.
During the year under review, four meetings of the Audit Committee were held. The committee met on 29,h May, 2014, 9!h August, 2014, 10th November, 2014 and 4th February, 2015 and considered various Financial and Audit related matters and other matters as required under Clause 49 of the Listing Agreement.
Attendance of the members at the Audit Committee meetings :
4. Remuneration Committee
The Remuneration Committee constituted by the Board of Directors of the Company had two Non-Executive / Independent Directors and one Non Executive Director for consideration of the appointment of managerial personnel and payment of remuneration to such managerial personnel and various matters as required under Companies Act, 2013 and Clause 49 of the Listing Agreement.
During the year under review, no meeting of the remuneration committee was held.
Non-Executive / Independent Directors of the Company do not receive any remuneration from the Company except the sitting fees for attending the Board and Committee Meetings @ Rs. 3,000/- and Rs. 2,000/- respectively for every such meetings. However, no sitting fees were paid to Mr. S. Ravi and Mr. A. K. Agarwal, Non-Executive Directors, for the board and committee meetings who are in the employment with Ruia Group of Companies.
The Company has not entered into any pecuniary relationship or transactions with the Non-Executive Directors. The company has so far not issued any stock options to any of its Directors including its Executive Director. None of the directors of the company hold any Equity Share in the Company. The Company Secretary was the Secretary of the Remuneration Committee.
5. Shareholders' / Investors' Grievances Committee:
The Company has constituted a Shareholders' / Investors' Grievances Committee of the Board of Directors to ensure effective monitoring of shares and investors related issues and to redress their grievances.
The Committee had two Independent / Non Executive Director and one Non Executive Directors as on 31st March, 2015
Constitution of the Shareholders/ Investors’ Grievances committee(SIGC) and related information
During the. year under review, four meetings of the SIGC were held. The committee met on 29ih May, 2014, 9th August, 2014, 10th November, 2014 and 4lh February, 2015.
The Committee is headed by Mr. Dipak Das. The Committee meets to consider, inter-alia, Shareholders'/ Investors' complaints etc.
At the beginning of the year (i.e. on 1st April, 2014), there was no transfer pending for registration and no grievance / complaint was pending for redressal by the Company's Registrar and Share Transfer Agent (RTA) - M/s. C B Management Services (P) Ltd., Kolkata. During the year under review, 1 (one) grievances / complaints were received from the shareholders and ail such grievances complaints were resolved by the Company's RTA on time. As on 31st March, 2015, There was no transfer pending for registration and also no grievance / complaint was pending for redressal by the company's RTA.
There are no outstanding GDRs / ADRs / Warrants or any Convertible Instruments
The disclosures on materially significant related party transactions as compiled by the management and relied upon by the Auditors is given in note 2.29 appearing in Notes 2 on Financial Statements of the Company for the Financial Year ended 31 st March, 2015.
There were no instances of non-compliance of any matter related to the capital markets during the last three years.
8. Means of Communication :
The quarterly / half yearly results are normally published in 'Business Standard' in English Newspaper and in 'Arthik Lipi' in Bengali Newspaper, circulated in the State of West Bengal.
Your Company has a web-site. All quarterly results and important information are being regularly sent to the Stock Exchange(s), where your Company's shares are listed. Your company is not sending a Half Yearly Report to each household of shareholders. No presentations were made to the institutional investors or to an analyst other than the published information / press releases. A Report on Management Discussion & Analysis has been attached to this Annua! Report.
9. General Shareholders'Information:
i) Annual General Meeting:
Date of AGM .26th December, 2015
Venue and Time At 11.00 AM at21&22, Jessore Road, Koikata-700 028
ii) Financial Calendar : 1st April to 31st March.
Financial Reporting for the Financial Year 2015 - 2016 :
First Quarter Results - end of August, 2015
Second Quarter and Half Yearly Results -mid of November,2015
Third Quarter Results - mid of February, 2016
Fourth Quarter and Yearly Results - end of May, 2016
Dates of Book Closure: from 24th December, 2015 to 26th December, 2015 (both days inclusive).
Proposed Date of Dividend Payment:
Listing of Equity Shares on Stock Exchange(s):
Prior to allotment of 5,00,00,000 Equity Shares of Rs. 10/- each fully paid up at a Premium of Rs. 21- on preferential basis to the allottees on 28.04.2012, the Company's entire 7,19,82,875 nos. Equity Shares of Rs. 10/- each fully paid-up are listed and frequently traded at Bombay Stock Exchange (BSE). The Company has already applied BSE for listing of aforesaid 5,00,00,000 Equity Shares and necessary listing fees for the*sai6*'additional shares has already been paid by the Company.
The scrip code foe the Company's Equity Shares at BSE is 509130 and ISIN is INE 509A01012.
The Company has submitted delisting application under SEBI (Delisting of Equity Shares) Regulations, 2009 to other 4 Recognized Stock Exchanges -Calcutta Stock Exchange Limited, Ahmedabad Stock Exchange Limited, Delhi Stock Exchange Limited and Madras Stock Exchange Limited in February, 2010 as because despite listing, trading on the company's Equity Shares were not available at any of the above stock exchanges and none of the above Stock Exchanges had nation-wide trading terminals. Calcutta Stock Exchange Limited, Ahmedabad Stock Exchange Limited and Madras Stock Exchange Limited have already delisted the company's equity shares and removed the company's equity shares from the official list of their exchanges w.e.f. 29th March, 2010, 31st March, 2010 and 6th January, 2011 respectively. The confirmation of delisting of its shares from Delhi Stock Exchange Limited is yet to be received. The Company's Equity Shares continue to remain listed and traded at BSE.
The company's application submitted to National Stock Exchange Limited (NSE) for listing and trading of 7,19,82,875 nos. equity shares of Rs. 10/-each fully paid-up thereat is yet to consider by NSE.
Address for Correspondence :
Registrar and Share Transfer Agent:
CB Management Services (P) Ltd. P-22, Bondel Road Kolkata-700019.
Telephone : (033) 22806692 / 6693 / 6694 / 2486
(033) 40116700 Fax : (033) 22870263 E-mail email@example.com
Registered Office :
Flat No. 1, Front Side, 5,h Floor 9 Syed Amir Ali Avenue Kolkata-700 017. Tel: (033) 22894747
Fax: (033) 22893433
E-mail: firstname.lastname@example.org Web-site : www;dunlop.co.in
Any communication or paper for the share related work may please be sent either directly to the company's aforesaid Registrar and Share Transfer Agent or to the company at their aforesaid address.
xi) Dematerialisation of Equity Shares:
Both National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited (CDSL) have allotted International Securities Identification Number (ISIN) - INE 509A010-12 on the Company's 7,19,82,875 nos. Equity Shares of Rs. 10/- each fully paid-up. Application for providing dematerialized trading facilities for 5,00,00,000 Equity Shares of Rs. 10/- each fully paid up allotted on preferential basis to the allottees on 28.04.2012 to be made after getting the listing and trading approval from BSE. 6,81,45,419 nos. Equity Shares of the Company representing 94.67% of the Company's listed Share Capital were dematerialized as on 31st March, 2015.
xii) , Plant Locations:
a. P.O. Sahaganj, P.S. Chinsurah, Dtst Hooghly, West Bengal.
b. No. 512..M.T.H. Road, Ambattur, Chehnai, Pin -600053; Tamil Nadu.
For and on behalf of the Board
A. K. Agarwal
Date : 29th May, 2014
Place : Kolkata