REPORT ON CORPORATE GOVERNANCE_
The Company believes that good Corporate Governance is essential to achieve long term corporate goals and to enhance stake holders' value. Corporate Governance is about commitment to values and adhering ethical business. This include its corporate structure, culture, policies and the manner in which it deals with various stake holders.
Board of Directors
As on March, 2015 the Company's Board of Directors consisting of Five directors. The day to day affairs are however being looked after by Shri Moahn Gupta who is designated as Whole Time Director out of Four, Non executive directors Shri Promod kumar Tiwari, Shri Anil Singhal and Mrs Meenu Maheswari independent directors & Shri Prakash Gupta promoter Director. The Chairman of the Company Shri Anilkumar Singhal is a Non Executive Director.
During the year 2014-2015 the Board met 6th times on 14.05.2014, 12.08.2014, 30.09.2014, 14.11.2014 ,14.02.2015 and 23.03.2015 The maximum gap between two meeting was not more than four months.
The Company Secretary while preparing the agenda, notes on agenda, minutes etc. of the meeting(s) and holding and conducting the meetings, is responsible for and is required to ensure adherence to all the applicable provisions of law including the Companies Act, 1956 and the Secretarial standards recommended by The Institute of Company Secretaries of India, New Delhi.
The Audit Committee consist of two independent Directors namely Shri Anil Singhal and Shri Pramodkumar Tiwari and Shri Prakash Gupta Executive Director. Shri Pramod kumar Tiwari Independent Non Executive Director is the Chairman of Audit Committee.
Terms of reference of the Audit Committee are as per Section 292A of the Companies Act, 1956 and the guidelines set out in the Listing Agreements with the Stock Exchange that interalia includes overseeing financial reporting process, reviewing periodic financial results, financial statements and adequacy of internal control system with the Management and adequacy of internal audit function, discussions with auditor about the scope of audit including the observation of the auditors and discussion with internal auditors on any significant findings dated 14.05.2014, 12.08.2014 14.11.2014 and 14.02.2015.
The remuneration committee consist of two independent Directors namely Shri Anil Singhal and Shri Pramodkumar Tiwari and Shri Prakash Gupta Executive Director. Shri Anil Singhal Independent Non Executive Director is the Chairman of remuneration Committee. The terms of reference of Remuneration Committee is to recommend / review the remuneration package of the Managing Director/ Executive Directors, base on the performance and define criteria.
Shareholders / Investors / Grievance Committee:
The Committee consists of 4 members viz Shri Pramodkumar Tiwari, Shri Anilkumar Singhal, Shri Mohan N Gupta and Smt Meenu Maheswari.
a. Shri Avinash Shah Company Secretary of the Company is the Compliance officer.
b. No. of Shareholders' complaints received during the period 1-04-2014 to 31.03.2015. 0
c. No. of complaints not solved to the satisfaction of the Shareholders Nil Number of pending complaints as on 31.03.2015. Nil
Compliances by the Company
There has neither been any non compliance of any legal provision of applicable law,nor any penalty, structure imposed by the stock exchange or securities and exchange Board of India or any other authorities, on any matter related to capital market during the last three years.
Name and designation of Compliance Officer:
Shri Avinash Shah, Company Secretary of the company has been appointed as compliance officer .
Means of Communication:
Financial Results are published in leading Financial Newspaper as well as copies of the same are also being sent to Stock Exchange where the shares of the company is listed for the benefit of the public at large. It is also being displayed on the website of the company www.guptasynthetics.com with regular updation.
Financial results are published normally in leading English and in Vernacular daily newspaper.
Website of the company is www.guptasynthetics.com .
The company supplies copies of the financial results and annual report of the company to various analysts, registered shares brokers, various government department and agencies and investors/shareholders and all those interested in getting the same as and when requested.
The stock code of the company on the Bombay Stock Exchange Ltd. is 514116 and ISIN No. INE 957D01017
Share Transfer System;
The Share Transfers (pertaining to shares in physical mode) are approved by the committee of Directors which meets regularly. Total numbers of shares transferred during the financial year 2014-15 were 600 (Six Hundred).
Your Company has already offered the facility of nomination to the members. Individual shareholders can avail of the facility of nomination and may submit to the company the prescribed form 2B at the Registered Office of the Company. It is advisable to avail the facility especially by shareholders who currently hold shares in single name. In case of any assistance, please contact at the Registered Office or Corporate office of the Company.
There has neither been any other non-disclosure of any legal provision of applicable law, nor any penalties or structures have been imposed on the company by the statutory authority on any matter related to capital market during last three years.
Address for correspondence:
326, Sardar Gruh Building, 198, Lokmanya Tilak Road, Nr. Crawford Market, Mumbai- 400002.
Tel:-022-22000356, Fax:-022-22000357, Email:-firstname.lastname@example.org email@example.com
101, Trividh Chambers, Opp. Fire Brigade Station, Ring Road, Surat-395 002.
Tel:-0261-2335891, Fax:-0261-2313301, E-mail : firstname.lastname@example.org