1. Philosophy of Code of Governance
The company continues to focus on good corporate governance, in line with the prescribed standards, and its primary objective is to create and adhere to a corporate culture of conscience and consciousness, integrity, transparency and accountability for efficient and ethical conduct of business for meeting its obligations towards shareholders and other stakeholders.
The Company recognizes the strong corporate governance is indispensable an important instrument of investor protection.
2. Board of Directors
The Board Comprises of Six Directors of which 5 are non-executive directors.
b. Meetings of the Board
The Board meets at least once a quarter to review the quarterly results and other items on the agenda. The Board meetings are generally held in the Registered Office at Chennai. The agenda of the Board meeting is drafted in consultation with the Chairman and the same is distributed in advance to the Board members.
During the Financial year eight Meetings of the Board of Directors were held on 16-05-2014,14-07-2014, 25-0S-2014,22-09-2014,24-10-2014,10-12-2014,30-01-2015 & 09-03-2015.
c. Availability of information to the Members of the Board
The Board has complete access to any information within the company. The Board welcomes opinions and the suggestions from the Managers and Employees who can provide additional insights in to the various issues of the company.
The information regularly provided to the Board includes:
• Annual operating plans and budgets including capital budgets and any updates,
• Quarterly results of the company and its operating divisions or business segments.
• Minutes of meeting of Audit committee, and related party transactions committee of the Board.
• The information on recruitment and remuneration of senior officers.
• Show cause, demand, prosecution notices and penalty notices, which are materially important.
Details of any joint collaboration agreement. Sale of material nature, of investments,
subsidiaries assets, which is not in normal course of business. O Non-Compliance of any regulatory, statutory nature or listing requirements.
d. Brief note on Directors seeking reappointment or appointment at the ensuing AGM.
l.Mr.S.A.Premkumar, aged about 44 Years having more than 11 years in the Power Generation Industry.
e. Board Level Committee
The company has constituted the Audit Committee and Shareholders/Investors Grievance committee as required under the Companies Act, 2013 Corporate Governance code. The committee comprise of experienced members of the Board who ensure that high standards of corporate governance are followed in every sphere.
f. Audit Committee
The Audit Committee consists of three Directors and is chaired by Dr. M. Ramasamy. The Audit Committee Meetings were held on 16-05-2014,14-07-2014, 22-09-2014, 24-10-2014 and 30-01-2015.
The Terms of reference of the Audit Committee covers the various matters specified in Clause 49 of the Listing Agreement.
g. Scope of the Audit Committee:
• The scope of the Audit Committee includes the following
• Review of company's financial reporting process
• Review of internal control systems and its functioning
• Review of Financial statements
• Discuss with the Auditors the adequacy of the internal audit function, major accounting policies compliance with accounting standards and other legal requirements
• To establish a mechanism for prevention and detection of frauds
• To review and appraise the performance of the investments made by the company
h. Transfer and Shareholders Grievance Committee
The Transfer and Shareholders Grievance Committee consists of Three Directors and is chaired by Mr.S.EIangovan. The Transfer and Shareholders Grievance Committee Meetings were held on 23-06-2014,14-07-2014,24-10-2014, 29-12-2014, & 30-01-2015.
Disclosures on materially significant related party transactions i.e. Transactions of the Company of material nature, with its promoters/Directors of the management, their subsidiaries or relatives etc., that may have potential conflict with the interest of the Company at large. None of the transactions with any of the related parties were in conflict with the interest of the Company.
b. Means of Communication & General Shareholders information;
The Quarterly results are usually published in News Today (in English} and Maalai Sudar (in vernacular language) "Dailies".
c. Annual General Meetings
Day, Date and Time: Tuesday, the 29th day of September, 2015 at 11 AM,
Venue : No. 5, Ranganathan Garden, Anna Nagar Chennai-600040
d. Book Closure:
The Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday the 22nd day of September 2015 to Tuesday the 29th day of September 2015 (both days inclusive).
4. Listing on Stock Exchange:
Bombay Stock Exchange Limited [BSE) –
Code No. 513452
5. International Securities Identification Number –
9. Dematerialization of Shares and Liquidity:
No. of Shares dematerialized -1752275
No. of Shares dematerialized in percentage - 45.92%
10. Fixed Deposits
The Company has not accepted any fixed deposits during the year.
11. Address for correspondence
1. Registered office:
No. 5, Ranganathan Gardens, Anna Nagar, Chennai - 600 040
2. Share Transfer Agent:
Cameo Corporate Services Limited,
No. 1, Club House Road, Chennai 600 002 E- MaillD; firstname.lastname@example.org ; email@example.com
12. Code of Conduct
The Board has laid down a Code of Conduct for all Board Members and senior management of the company. All the Board members and senior management personnel have affirmed compliance with the Code for the year 2014-15.
For and on behalf of the Board
Chairperson & Managing Director