CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
1.COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's Philosophy on Code of Governance envisages attainment of highest level of transparency, accountability, empowerment and ethical business conduct across all facets of its operations. The Company aspires to be a responsible partner acting with integrity towards its shareholders, customers, employees, the government and its business associates.
2.COMPOSITION OF BOARD MEETING
MEETINGS AND ATTENDANCE DURING THE YEAR:
Attendance of Directors at the Meeting of Board of Directors for the Financial Year 20142015.
The Company has conducted 5 Board Meetings during the year on 23 May 2014, 07 Aug 2014, 13 Nov 2014, 05 Feb 2015, 31 Mar 2015 .The Details of Board of Directors Meeting Held during the Financial Year 2014- 2015:
The Attendance of Directors at the Last Annual General Meeting which was held on 30th September, 2014 for the financial year 2013-2014.
COMMITTEES OF THE BOARD
The Company has five committees viz: 1. Audit Committee, 2. Nomination and Remuneration Committee, & Stake Holders Relationship Committee, 3. Share Transfer Committee 4. Risk Management committee,
The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors.
1. AUDIT COMMITTEE
The term of reference of this committee cover the matter specified for Audit Committee under clause 49 of the Listing Agreement.The current Audit Committee of the Company comprises three Directors, who possess knowledge of the corporate finance & accounts.
MEETINGS AND ATTENDANCE
During the financial year ended 31stMarch, 2015, 4 Audit Committee Meetings were held during the year i.e. 23 May 2014, 07 Aug 2014, 13 Nov 2014 and 05 Feb 2015.
2. NOMINATION AND REMUNERATION COMMITTEE& STAKE HOLDERS RELATIONSHIP COMMITTEE:
The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives. During the year on 30/9/2014 & on 31/3/2015 two meetings were held.
ROLE OF THE COMMITTEE:
The role of Nomination and Remuneration Committee is as follows:
1)determining/recommending the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
2)determining/recommending the criteria for qualifications, positive attributes and independence of Directors;
3)identifying candidates who are qualified to become Directors and who may be appointed in Senior Management and recommending to the Board their appointment and removal;
4)reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc;
5)reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;
6)determining policy on service contracts, notice period, severance fees for Directors and Senior Management;
7)evaluating performance of each Director and performance of the Board as a whole;
3. SHARE TRANSFER COMMITTEE:
The Board has delegated the powers to a committee to approve transfer/transmission of shares and attend to all other matters related thereto.
4.RISK MANAGEMENT COMMITTEE:
The Company has a well-defined risk management framework in place. The committee ensures that by following the regulatory norms, the company effectively manages the risks and has a focused Risk Management monitoring in place.
RELATED PARTY TRANSACTIONS:-
Disclosures on materially significant related party transactions i.e. transactions of the Company material in nature, with its Promoters, Directors, Management, their relatives etc. that may have potential conflict with the interest of the Company at large. None of the transaction with any of the related parties was in conflict with the interest of the Company.
The Company has neither made any non-compliance with any of the legal provisions of the law nor any penalty or stricture has been imposed by the Stock Exchange or SEBI or any other statutory authority, on any matter related to the capital markets, during the last three years.
GENERAL SHAREHOLDERS INFORMATION:
1.20th Annual General Meeting
Date: 30th September , 2015
Time: 11.30 a.m.
Venue : 20, Bhubneshwar Sadan, Sion (E),Mumbai- 400022
2. Date of Book Closure: 21st September, 2015 to 25th September, 2015 (Both days Inclusive)
3.Financial Year: April 1 to March 31
4.Tentative Calendar for financial year : 1st April, 2015 to 31st March , 2016:
The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2016 are as follows:
Financial Reporting for the Quarter Ended 30 th June 2015: By mid of August, 2015
Financial Reporting for the Quarter and Half yearly Ended 30th September 2015 : By mid of November, 2015
Financial Reporting for the Quarter Ended 31st December 2015: By mid of February, 2016
Financial Reporting for the Quarter Ended 31st March 2016: By mid of May, 2016
20, BhubneshwarSadan, Sion (E),Mumbai- 400022
6.Listing of Shares on Stock Exchanges
The Company shares are listed on BSE Limited (BSE). The requisite listing fees have been paid in full to all the Stock Exchanges.
7.A) Stock Codes
BSE : 512163 ISIN : INE670D01016
B) Corporate Identity Number : L51900MH1985PLC035094
8.Registrar and Share Transfer Agents
Bigshare Services Pvt. Ltd ,E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East),Mumbai,Maharashtra,400072
9.Share Transfer System
The Shares received for transfer in physical mode are registered and returned within a period of 30 Days from the date of receipts if the documents are clear in all respect.
13. Investor Correspondence:
For any assistance regarding share transfers, transmission, change of address, non-receipt of annual report and any other query relating to the shares of the Company. Please write to Bigshare Services Pvt. Ltd ,E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East),Mumbai,Maharashtra,400072
14.Outstanding ADRs / GDRs:
The company has not issued any ADRs / GDRs.
By the order of the Board
Place:20, Bhubneshwar Sadan, Sion (E),Mumbai- 400022