CORPORATE GOVERNANCE REPORT
(As required under Clause 49 of the Stock Exchange Listing Agreement)
The Report on Corporate Governance forms part of the Directors' Report. This section in compliance with the mandatory listing agreement requirement gives an insight into the process and functioning of the Company.
1. Company's philosophy on Corporate Governance
Your company is committed to bring about good corporate governance practices and to achieve the desired result to the highest level of customer satisfaction, ensuring technical and other achievements to lead the Company towards high growth path.
2. Board of Directors("Board") 2.1 Composition of the Board
2.2 Meetings of the Board of Directors
The Board of Directors of the Company met four times during the year 2014-2015 i.e. on May 30, 2014, August 14, 2014, November 13, 2014 and February 13, 2015. The gap between two meetings did not exceed one hundred and twenty days.
2.3 Attendance of Director at Board Meetings and Annual General Meeting
As mandated by Clause 49 none of the Directors is a member of more than 10 committees nor is a Chairman of more than 5 committees across all the companies in which he is a Director.
3. Audit Committee
3.1 Composition & meetings of Committee
The Audit Committee of the Company comprised of four directors including an Executive Chairman. The Audit Committee of Board of Directors of the Company met four times during the year 2014-2015 i.e. on May 30, 2014, August 14, 2014, and November 13, 2014 and February 13, 2015.
3.2 Terms of Reference
The Audit Committee functions in accordance with the terms of reference specified under Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement (for the time being in force) and as may be specified by the Board from time to time, which inter alia includes :
a) the recommendation for appointment remuneration and terms of appointment of auditors of the Company;
b) review and monitor the auditor's independence and performance, and effectiveness of audit process;
c) examination of the financial statement and the auditors' report thereon;
d) approval or any subsequent modification of transactions of the Company with related parties;
e) scrutiny of inter-corporate loans and investments ;
f) valuation of undertakings or assets of the Company, wherever it is necessary;
g) evaluation of the internal financial controls and risk management systems; and
h) monitoring the end use of funds raised through public offers and related matters.
4. Nomination & Remuneration Committee
4.1 Composition & meetings of Committee
The Nomination & Remuneration Committee of the Board comprised of three directors all of whom are non-executive independent directors.
5. Investors' Grievance Committee
The Committee reviews the status of investors' grievances and redressal mechanism and recommends measures to improve the level of investors' services. During the year under review, the Committee held its meetings on May 30, 2014, August 14, 2014, and November 13, 2014 and February 13, 2015. It comprises Executive and Non-Executive Directors as under:
6. Share Transfer Committee
The composition, powers and functions of the Committee meets the requirements of listing Agreement. The Committee meets generally on fortnight basis. During the year under review, Committee met 5 times
1 Related Party Transaction
During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no
transactions between the Company and the Promoters, Directors or Management or relatives, etc. that had a potential conflict with the interests of the Company at large.
2 Statutory Compliance, Penalties and Strictures
The Company has complied with various rules and regulations prescribed by the Stock Exchange and Securities & Exchange Board of India or any other statutory authority relating to the capital market during the year under review. No penalties or structures have been imposed by them on the Company.
3 Accounting Treatment
The Company had followed the guidelines of accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of financial statements.
4 CEO/ CFO certification
The CEO Certification of the financial statements for the year is attached as a part of this Annual report.
5 Means of Communication
The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the Company are sent to the Stock Exchange immediately after they are approved by the Board.
The Management Discussion and Analysis report is provided separately as a part of this Annual Report.
8. General Shareholder Information
8.1 Annual General Meeting
Date & Time Tuesday, 29th September, 2015 at 11.30 a.m
Venue Shri Rajasthan Recreation Club Plot no. 3, J.B.Nagar, Andheri (E) Mumbai- 400 058.
8.2 Financial Year Calendar (2015-2016) (Tentative and subject to change)
Results for quarter ending June 30, 2015 By Second week of August, 2015
Results for quarter ending September 30, 2015 By Second week of November, 2015
Results for quarter ending December 31, 2015 By Second week of February, 2016
Results for quarter ending March, 2016 By last week of May, 2016
Annual General Meeting for the year ending March 31, 2016 Before September end, 2016
8.3 Book Closure Date
The Company's Share Transfer Books and Register of Members of equity shares shall remain closed from Thursday, September 24, 2015 to Tuesday, September 29, 2015 (both days inclusive).
8.4 Stock Code
(i) BSE Stock Code
(ii) ISIN No
8.5 Registrar for Demat segment
The Company has appointed Bigshare Services Private Limited having its office at E/2, Ansa Industrial Estate, Saki Vihar Road ,Saki Naka, Andheri (East), Mumbai-400 072 as Registrar for Demat Segment only.
8.6 Share Transfer System
The Company has in-house Share Department, which provides all shareholders related services. Share Transfer requests received in physical form are registered within 30 days from the date of receipt and demat requests are normally confirmed within an average period of 15 days from the date of receipt.
8.7 Dematerialization of Shares
Trading in Company's shares is permitted only in dematerialization since February 29, 2000, as per notification issued by the Securities and Exchange Board of India. The Company provides facility for simultaneous transfer and dematerialization of equity shares as per the procedure prescribed by NSDL and CDSL. About 54 % of the total shares have been dematerialized as on March 31, 2015.
8.8 Share Transfer Office/ Address for correspondence :
A1/A2, Gurudatt Co-Op Hsg Soc Ltd , J.B.Nagar Andheri (E) Mumbai- 400 059,
Telephone No. 022-2839 0698/ 694
Fax No. 022-2839 0715 Email : rkp1@ vsnl.com <http://vsnl.com> Website:
8.9 Notice for change of address and mandates must reach the Company's Share Department. In case of dematerialized shares the notices for change of address and mandates etc. should be directly sent to the concerned DPs.
8.10 Outstanding GDR's/ADR's/Warrant's/Convertible instruments and their impact on equity
8.11 PLANT LOCATION
G-61/62, M.I.D.C. Industrial Area, Tarapur, Boisar, Dist. Thane - 401 506 (Maharashtra)