CORPORATE GOVERNANCE REPORT
In Compliance with Clause 49 of the Listing Agreement with Stock Exchange, the Company submits the report on the matters mentioned in the said Clause and lists the practices followed by the Company.
I. THE BASIC PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE:
Your Company's philosophy on Corporate Governance envisages working towards higher levels of transparency, empowerment, accountability, safely of people and environment, motivation, consistent value systems, respect tor law and fair business practices with all its stakeholders. The Company upholds these values and ensures their protection
II. BOARD OF DIRECTORS:
Composition and Category, Attendance and No. of other Directorship of the Board
The Board of Directors consists of professionals from various fields. The present strength of Board of Directors of your Company is five Nan Executive Directors. The Constitution of the Board, in respect of appointment of independent directors, is in compliance with Clause 49 of the Listing Agreement
The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships ' Memberships held by them in other companies are given herein below. Other directorships include directorship of private limited companies end do not include Section 25 companies and of companies incorporated outside India. Chairmanships / Memberships of Board Committees include only Audit Committees and the Shareholder's/ Investors' Grievance Committees
The Company has held at least one Board Meeting in every quarter. During the financial year 2010-2011 the Board met 12 times on 21st April, 2010, May, 2010, 16th June, 2010. 21st July, 2010, 2nd September 2010, 6th September 2010, 14th October 2010, 11th November 2010, 23rd November, 2010, 24th December, 2010, 31st January, 2011 and 14th February, 2011.
III. AUDIT COMMITTEE:
(i) The Audit Committee of the Company is constituted in accordance with the provisions of Clause 49 of the Listing Agreement
(ii) The terms of reference of the Audit Committee are as under
1. Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible information is disclosed.
2. Recommending the appointment, re-appointment and removal of the statutory auditors, fixation of audit fees
3. Approval of payment to statutory auditors for any other services rendered by them.
4 Reviewing with the management the annual financial statements before submission to the Board focusing on:
a. Matters to be deluded in the Directors Responsibility Statement to be included in the Board's report m terms of clause (2AA) of section 217 of the Companies Act, 1956.
b. Any changes in accounting policies and practices.
c Major accounting entries Involving estimates based on judgment by management,
d Significant adjustments arising out of audit findings:
e. Compliance with stock exchange and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions as per Accounting Standard 18.
g Qualifications in the draft audit report.
h. Compliance with accounting standards.
i. the going concern assumption
5. Reviewing with the management, the quarterly financial statements before submission to the Board for approval
5A. Reviewing, with the management, the statement of use application of funds raised through an issue (pubic issue, rights issue, preferential issue, etc), the statement of funds utilized for purposes other than those stated in the offer document' prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of public or rights issue, and making appropriate recommendations to the board to take up steps in this matter
6. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems.
7. Reviewing the findings of any Internal Investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
8. Discussion with the statutory auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
9. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors
10. Carrying out other function as may from time to time be required under any statutory contractual or any other regulatory requirement.
(iii) Composition, meeting and attendance of the Audit Committee as on March 31, 2011:
Four meetings of the Committee were held during the financial year 2010-11 on April 21. 2010, July 21. 2010, October 14. 2010 and January 31. 2011. The necessary quorum was present at the meetings
The Chairman of the Audit Committee was present at the last Annual General Meeting
IV. SHAREHOLDERS / INVESTOR GRIEVANCE COMMITTEE:
The Company has constituted a Shareholders / Investors Grievance Committee ct Directors to look into the redressal of complaints of investors such as transfer or credit of shares, non receipt of dividend / notices / annual reports and other matters encompassing the shareholders/ Investors related issues.
Mr Suresh Chandra Aythora acts as the Compliance Officer pursuant to Clause 47 of the Listing Agreement He looks into investor grievances and co-ordinates with the Registrar &, Share Transfer Agents, M/s Alankit Assignments Limited for redressal of the investor grievances
The Company has an email ID for investor correspondence as email@example.com
Details of queries.' complaints received and resolved during the year 2010 11
No of Complaint received during the year - Nil
No. of Complaints redressed during the year - Nil
No of Complaints Pending at the closing of the financial year - Nil
(a) Disclosures on materially significant related party transactions appear at the appropriate place in Notes to Accounts.
(b) Details or non compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any Statutory authority, on any matter related to capital markets, during the previous is NIL
(c) At present the Company do not have a Whistle Blower Policy. However, any employee, if he/she desires, has free access to meet or communicate with the Audit Committee and repot any matter of concern
(d) As per the Listing Agreement with Stock Exchange, the Company has complied with the provisions of clause 41 of with regards to publication of results been part of Mandatory requirements and non mandatory requirements has been complied with by the Company.
VII. MEANS OF COMMUNICATION:
As per Clause 41 of Listing Agreement the Company has sent Quarterly. Half Yearly and Annual Financial Results to the Stock Exchange the same has published.
The Company's financial results have been sent to BSE so that they may be posted on BSE's website. The Company will also provide the copies of the unaudited quarterly results to the investors if so requisitioned for without any charge
VIII. GENERAL SHAREHOLDERS' INFORMATION:
1. Annual General Meeting
30th September, 2011 will be held at Borivali Medical Brother Hood, Doctor House. 51st TPH Road (West), Mumbai -400092 at 11a.m
2. Financial Calendar:
Financial Calendar (tentative)
Tentative Schedule Tentative Date
Financial reporting, for the quarter ending 30th June 2011: on or before 30th June 2011
Financial reporting for the half year and quarter ending 30th September 2011:
On or before 14th November 2011
Financial reporting for the quarter ending 31st December 2011:
On nor before 14th February 2012
Financial reporting for the quarter and year ending 31st March 2012: On or before 14th May 2012
Annual General Meeting for the year ending 31st March 2011: 30th September 2011
As provided under clause 41 of the listing agreement. Board may also consider publication of Audited results for the financial year 2011-2012 by May 30th 2012 instead of publishing unaudited results for the fourth quarter.
3. Date of Book Closure: 26th Sept. 2011 to 30th Sept, 2011 (Both the Days inclusive)
4. Dividend payment date: N. A. since no dividend is recommended
5. Listing of Shares on Stock Exchanges:
Bombay Stock Exchange limited
The Uttar Pradesh Stock Exchange Association Limited
6. Stock Code: 501111 - BSF
G041 (/G00041-Uttar Pradesh Stock Exchange)
7. Market Price Data High, Low during each month in last financial year on the Bombay Stock Exchange Limited.
No trading has been done during the year mentioned
8. Registrars and Share Transfer Agents of the Company;
Alankit Assignments Ltd 2E/21.Jhadewalan Extn, New Delhi-110055
9. Share Transfer System
The Shareholders are advised to contact the Registrar and Share Transfer Agents al their address for effecting transfer of shares
10. Dematerialization of shares & liquidity
SEBI vide its Circular No. SMDRP/Policy/CIR-01/2000 dated 6th January. 2000 has notified that trading of in equity shares of the Company is permitted only in dematerialized form w.e.f 17th January, 2000 and pursuant to SEBI circular No DSCC/FITTC/CIR-15/2002 dated 27/02/2002. and work related to share registry in terms of both physical and electronic should be maintained at a single point Company has established Electronic Connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). which are working successfully. All requests for dematerialization of shares are processed and confirmation is given to the respective depositories i.e. NSDL and CSDL within the stipulated time, up to 31st March, 2011. 79.23% equity shares of the Company has been dematerialized
13. Outstanding GDRs/ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity:
As on March 31, 2011, the Company does not have outstanding GDRs/ADRs/Warrants or any convertible instruments
14. Plant Locations: Not applicable
15. Address for Investor Correspondence:
For transfer of Snares Payment of dividend on shares corporate actions or change of address of any query relating to the Shares of the Company any other any query or for the annual report
Alankit Assignments Ltd
2E/21 Jhandewalan Extn.
New Delhi - 110055