COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company has always been committed to the system of good corporate governance. The company acknowledges that there are three key aspects of Corporate Governance viz., accountability, transparency and equality of treatment for all stakeholders and has identified the roles and responsibilities and also the rights of the three constituents of Corporate Governance viz., the Shareholders, the Board of Directors and Management which would enhance shareholder value.
Adequate financial reporting and disclosures are the corner stones of good corporate governance. The Company has been disclosing information on issues concerning the Company's performance from time to time.
BOARD OF DIRECTORS
The Board of Directors manages the business of the Company. The board formulates the strategy and regularly reviews the performance of the Company against previously agreed objectives.
1. Shri Deshbir Singh :- MD Executive Promoter
2. Shri N.S. Parulekar :- (Independent Non Executive)
3. Shir Anil Sharma :- (Independent Non Executive)
4. Shri N. Sinha :- (Independent Non Executive)
5. Shri Devender Singh :- (Nominee PICUP)
6. Mr. Sushil Nanda :- (Independent Non Executive)
7 Mr. Gopal Patwardhan :- (Independent Non Executive)
Ceased to be a Director "
During the year no meeting of Remuneration Committee was held
AUDIT SUB COMMITTEE
The Audit Committee consists of the following Directors:
1. Mr. Anil Sharma :- Independent & Non Executive Director
2. Mr. N. Sinha :- Independent & Non Executive Director
3. Mr. N.S. Parulekar :- Independent & Non Executive Director
4. Mr. Devender Singh :- Non Executive Director
The Audit Committee of the Company met four times during the financial year ended March 31, 2009. Meeting of the Audit Committee are held just before the Board Meeting where the accounts of the Company are considered from the view point of approval of budgets, unaudited quarterly as well as whole years working results. Terms of reference of the Audit Committee as per the guidelines set out in the listing agreements with the Stock Exchange and also as per Section 292A of the Companies Act. It interalia also include the overview of the Company's financial reporting processes, review of the half yearly and annual financial statements, the adequacy of internal control system, the financial and risk management policies etc.
The Managing Director, Statutory Auditor, Internal Auditors are invitees to the Audit Committee Meeting. The Company secretary was in attendance at these meetings.
The Company Secretary acts as the Secretary of the Audit Committee.
SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE
The committee meets once a month to look into the share transferred during the period and status of dematerialization. In addition, it ensures that no complaints are pending against the Company either from any shareholder or any other authority.
All the complaints/ requests received from the shareholders during the last financial year were attended / replied as and when received. There is no case of share transfer or any other correspondence pending for more than 30 days as on the date of this report.
SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL:
A qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital , with NSDL and CDSL and the total issued and listed capital. The audit confirmed that the total issued / paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
No special resolution was put through postal ballot in last year, as there were no such items, which was required to be passed through postal ballot.
The transactions with the Companies where the Directors of the Company are interested were in normal course of business and there were no materially significant related party transactions that may have potential conflict with the interests of the Company at large.
The Companies scrips are being traded on Mumbai Stock Exchange. However due to financial constrants scrips are still suspended for trading on Delhi Stock Exchange.
MEANS OF COMMUNICATION
Half yearly report sent to each household of shareholders :- No
Quarterly results sent to shareholder :- No
In which newspaper results are normally published in :- The Pioneer & Veer Arjun
Any website where results are displayed :- No
Whether MD & A are part of Annual Report :- Yes
Whether shareholders information system is part of AR :- Yes
GENERAL SHAREHOLDER INFORMATION
Registered Office and Address for correspondence :- C-49, Phase II, Distt. Gautam Budh Nagar, U.P.
Financial Year :- 1st April, 2008 to 31st March, 2009
Annual General Meeting :- At C-49, Phase II, Distt. Gautam Budh Nagar, U.P.
Date of Book Closure :- 29.09.2009 to 30.09.2009
Listing :- Delhi and Mumbai
Company Code :- H5964 (Delhi), 500178 (Mumbai)
Share Transfer System :- The Company's share are traded on the Stock Exchanges in the compulsory Demat Code
DECLARATION BY THE CHAIRMAN AND MANAGING DIRECTOR UNDER CLAUSE 49 (1D) OF THE LISTING AGREEMENT.
I hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for Directors and Senior Management for the financial year ended 31st March 2009.
CHAIRMAN AND MANAGING DIRECTOR