REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The corporate vision is to become a highly efficient, competent and qualitative manufacturing, trading and exporting house by utilizing best resources both in the domestic market as well as in the overseas market. The Company is in compliances with the requirements stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges with regard to Corporate Governance. Internal Control Systems
The Company has both external and internal audit systems in place. The Board and the Management periodically review the findings and recommendations of the auditors and take necessary corrective actions whenever required.
2. BOARD OF DIRECTORS
The Board critically evaluates the Company's strategic direction, management policies and their effectiveness. Composition of Board
The Company is having an appropriate size of the Board for real strategic discussion and avails the benefits of diverse experience and viewpoints.
Board Meetings held during the year
During the year 2014-15, Six Meetings of the Board of Directors were held
The details of attendance of Directors for the year 2014-15 at the Board Meetings and at the last Annual General Meeting are given below
The Company Secretary of the company attends all the meetings of Board and advises / assures the Board on Compliance and Governance principles. 3. AUDIT COMMITTEE
Composition of Audit Committee, its Meetings and Attendance The Chairman of the Audit Committee is Mr. Dr. S.R. Sharma. During the year 2014-15, Five Audit Committee Meetings were held. The composition of the Audit Committee and number of meetings attended by the Members are given below
. STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition of the Committee, its Meetings and Attendance
The Chairman of the Stakeholders Relationship Committee is Mr. Dr.Sadhuram Sharma. During the year 2014-15, Five Meetings of the committee were held. The composition of the Stakeholders Relationship Committee and number of meetings attended by the Members are given below
. NOMINATION AND REMUNERATION COMMITTEE
Composition of the Committee, its Meetings and Attendance The Chairman of the Nomination & Remuneration Committee is Mr.Dr.Sadhuram Sharma. During the year 2014-15. Five Meetings of the committee were held
Code of Conduct
The Company has adopted a Code of Conduct for Directors and Senior Management. It is the responsibility of all employees and Directors to familiarize themselves with the Code and comply with the same.
The code includes provision where the employees of the company can voice their concern on violation and potential violation of the Code in a responsible and effective manner.
Accounting Treatment in Preparation of Financial Statements The Company has followed the guidelines of Accounting Standard laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its Financial Statements.
Management Discussion and Analysis Report The Management discussion and analysis report is prepared in accordance with the requirement of Clause 49 of the Listing Agreement and shall form part of the Annual Report to the shareholders.
The AGM for the year 2013-14 was held at the registered office on 30th September, 2014.
Details of Special Resolution passed at Extra-ordinary General Meeting in last Two years
During the year 2013-14 and 2012-13 no Extra-ordinary general Meeting was held. Passing of Resolution by Postal Ballot
The Company has fully complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement executed with the Stock Exchanges.
Compliance on Corporate Governance
The quarterly compliance report on Corporate Governance has been submitted to the Stock Exchanges where the Company's Equity Shares are listed in the requisite format duly signed by the Compliance Officer.
Reconciliation of Share Capital
As stipulated by SEBI, during the year the Company had complied with the Regulation 55A of SEBI (D&P) Regulation 1996 by obtaining from a qualified Practicing Company Secretary 'Reconciliation of Share Capital Audit Report' to reconcile the total admitted, issued and listed capital with the Central Depository Services (India) Limited (CDSL) and Stock Exchanges.
Auditors Qualification on Financial Statement
The Directors, in their report dated 31.07.2015 have clarified on any qualification/emphasis on matters given by the Auditors in their report for financial year 2014-15.
Practicing Company Secretary Certificate on Corporate Governance
The Company has obtained a Certificate from Practicing Company Secretary testifying to its compliance with the provision relating to Corporate Governance laid out in Clause 49 of the Listing Agreement executed with the Stock Exchange. The Certificate is annexed to this Report and the same will be sent to the Stock Exchange along with the Annual Report to be filed by the Company.
8. CEO/CFO Certification
As required under clause 49 V of the Listing Agreement with the Stock Exchanges, Mr. Rajesh Agrawal, Managing Director of the Company have certified to the Board regarding financial statements for the year ended 31st March, 2015.The CEO/CFO Certification of Financial Statement and Cash Flow Statement for the year are enclosed at the end of this Report.
9.Report on Corporate Governance
A separate section on Corporate Governance forms a part of the Annual Report. This Chapter read together with the information given in the chapter entitled Management Discussion and Analysis and Shareholders information, constitute a detailed compliance report on Corporate Governance during 2014-15.
Declaration Regarding Compliance of Code of Conduct Pursuant To Clause 49 of the Listing Agreement
As required by clause 49 I (D) (ii) of the Listing Agreement, this is to confirm that the company has adopted a code of conduct for all Board Members and Senior Management of the company.
For the purpose of this declaration, senior management team comprises of employees in the Key Managerial Personnel cadre as on 31st March, 2015 of the company.
FOR AND ON BEHALF OF THE BOARD
CHAIRMAN & MANAGING DIRECTOR
Place: DEWAS (M.P.)
Date: 31st July, 2015