CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The company firmly believes that Corporate Governance is a continuous process to attain high standards of efficiency, transparency, integrity and ethical behavior with a view to maximize benefits from the business for all constituents with due regards to and compliance with laws.
BOARD OF DIRECTORS
The composition of Board of Directors as on 31st March, 2014 is as follows:
1. Non-executive Directors. Dr. Arvind Krishna Saxena
2. Independent Non-executive Directors.
(i) Mr. Vimal Kumar Jain
(ii) Mr. Shyam Lal Gouniyal
(iii) Mr. Gorachand Dutta
(iv) Mr. Rajesh Jain
(*) - Excludes membership of the Managing Committee of various chambers/bodies and directorship in Private Limited Companies/ Companies under section 25 of the Companies Act, 1956/ foreign companies. (**)- For reckoning the limit, the membership/ chairmanship of the Audit Committee and Shareholders' Grievance Committee of the
The Audit Committee constituted by the Board of Directors consists of the following Directors as members:
1. Mr. Vimal Kumar Jain : Chairman, Independent, Non-executive
2. Dr Arvind Krishna Saxena : Member, Non-executive
3. Mr. Shyam Lal Gouniyal : Member, Independent, Non-executive
All these Directors possess knowledge of corporate finance, accounts and Company Law. The Chairman of the Committee is an Independent Non-executive Director nominated by the Board.
The present terms of reference of the Audit Committee includes the powers as laid out in Clause 49(II)(C) and role as stipulated in Clause 49(II)(D) of the Listing Agreement with the Stock Exchanges. The Audit Committee also reviews information as per the requirement of Clause 49(II)(E) of the Listing Agreement.
The Audit Committee also complies with the relevant provisions of the Companies Act, 2013. The brief description of the terms of reference of the Audit Committee in line with the Clause 49 of the Listing Agreement is:
• Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient is correct, sufficient and credible.
• Recommend to the Board the appointment/removal of statutory auditors, nature and scope of audit, fixation of audit fee and payment for any other services rendered by the statutory/external auditors.
• Review with the management, quarterly and annual financial statements before submission to the Board.
• Review with the management, performance of statutory and internal auditors.
• Review of the adequacy and effectiveness of Internal Audit function, the internal control system of the Company, structure of the internal audit department, coverage and frequency of internal audit.
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
• And, generally all items listed in Clause 49(II)(D) of the Listing Agreement.
The remuneration Committee comprises of 4 Directors, out of them 3 are non-executive, independent Directors. The members of the Committee are:-
1. Mr. Shyam Lal Gouniyal : Chairman
2. Dr. Arvind Krishna Saxena : Member
3. Mr. Gorachand Dutta : Member
4. Mr. Vimal Kumar Jain : Member
During the financial year ended 31st March, 2014, no Remuneration Committee meeting was held.
The Remuneration Committee recommends to the Board of Directors regarding the remuneration payable to the Executive Directors and Managers of the Company. No any payment including sitting fees are being made to the directors during the year ended 31st March, 2014.
i) Share Transfer Committee
A Share Transfer Committee was constituted to deal with various matters relating to share transfer / transmission, issue of duplicate share certificates, approving the split and consolidation requests and other matters relating to transfer and registration of shares.
The members of Share Transfer Committee are as below:
1. Mr. Shyam Lal Gouniyal
2. Dr Arvind Krishna Saxena
3. Mr. Vimal Kumar Jain
During the financial year ended 31st March, 2014, ten Share Transfer Committee meetings were held.
ii) Shareholder / Investors' Grievance Committee
The Company constituted the Shareholder / Investor Grievance Committee to oversee the redressal of shareholders and investor grievances in relation to transfer of shares, non-receipt of Annual Report, non- receipt of dividend etc. The constitution of the Committee is as follows :-
1. Mr. Shyam Lal Gouniyal : Chairman
2. Dr. Arvind Krishna Saxena : Member
3. Mr. Vimal Kumar Jain : Member
During the financial year ended 31st March, 2014 one Shareholder/ Investors' Grievance Committee meeting was held.
The Company attends the shareholders'/ investors' grievances/ correspondence expeditiously. During the year under review, 14 investor complaints were received and all of them have been resolved. No shares were pending for transfer as on 31st March, 2014.
Mr. Sanjay Kumar Agarwal is the Compliance Officer of the Company
(i) The company does not have any related party transactions which may have potential conflict with the interests of the company at large. However, disclosure of transaction with related Parties is set out in the notes to Accounts forming part of the Annual report.
(ii) The Company has followed the guidelines of Accounting Standards prescribed under the Companies (Accounting Standard) Rules, 2006 in preparation of its financial statements.
(iii) The Company has laid down Risk Assessment and Minimization procedures and the same is periodically reviewed by the Board. Further, the company has adequate internal control systems.
(iv) The Company has fulfilled all statutory compliances and no penalties/strictures were imposed against it during last three years.
Means of Communication
The Company published its quarterly, half-yearly un-audited financial results and audited financial results in the prescribed form in English and Hindi newspapers. The results were also sent to Stock Exchanges where the securities of the Company are listed. During the last year the results were published in The Pioneer, Millennium Post and Haribhoomi newspapers.
The Management's discussion and analysis forms a part of the Annual Report, which is posted to the shareholders of the Company. Disclosure with regard to shareholding pattern, Corporate Governance Compliance Report etc. are also sent to the Stock Exchanges as required under various regulations.
General Shareholders' Information
Annual General Meeting.
Date and Time : 1st August 2014 at 10.00 A.M
Venue : Shri Ram Barat Ghar, 505/3, Devli, Bandh Road, New Delhi - 110062
The financial year of the Company is from 1st April to 31st March every year.
Financial year calendar for 2014-2015 (Tentative)
Results for the quarter ending 30th June, 2014 : 4th week of July, 2014
Results for the quarter ending 30th September, 2014 : 1st week of November 2014
Results for the quarter ending 31st December, 2014 : 4th week of January, 2015
Results for the quarter ending 31st March, 2015 : 3rd week of May, 2015
Book Closure Date : 26th July, 2014 to 1st August, 2014 (both days inclusive).
Dividend : Considering the losses, the board has not recommended any dividend for the year.
Listing of Equity shares on Stock Exchanges at:
(i) Bombay Stock Exchange Ltd. (BSE) - Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001.
(ii) Ahmedabad Stock Exchange Limited (ASE) - Kamdhenu Complex, opposite, Sahajanand College, Panjara Pole, Ambawadi, Ahmedabad-380015. Pursuant to the BIFR order dated 24.06.2010, Company had requested ASE to delist the shares. The Matter is pending with ASE.
Listing Fee : Listing fee from year 2012-13 has not been paid to the BSE as no bill was received.
Stock Code : BSE Code for Indo Gulf Industries Ltd. - 506945 ASE Code for Indo Gulf Industries Ltd. - 26110
Trading of Shares : Presently, the trading of the shares of the Company is suspended in both the Stock Exchanges. Share Transfer System:
Shares lodged for transfer are normally put into effect within a maximum period of 15 days from the date of receipt. Shares for transfer should be lodged at the Registered Office of the Company i.e. 213, Rectangle-1, D-4, District Centre, Saket, New Delhi-110017. The Company provides investor services in-house.
Dematerialisation of Shares : The company has not received the ISIN number and the shares of the company are not in dematerialized form.
Plant Location Explosive Division
Unit 1: Babina, Jhansi (U.P)
Unit 2: Singrauli, (M.P)
Unit 3: Korba,(Chattisgarh)
Unit 4: I.B Valley, (Orissa)
Unit 5: Talchar, (Orissa)
Indo Gulf Industries Ltd., 213, Rectangle-1, D-4 District Centre, Saket, New Delhi-110017
Non Mandatory Requirement
The Company has set up a Remuneration Committee. The Remuneration Committee makes/ recommends to the board regarding remuneration payable to the Managerial Personnel.
Code of Conduct
The company has adopted a Code of Conduct for its Board of Directors and Senior Management Personnel.
Declaration on the Code of Conduct
Pursuant to clause 49 of the listing Agreement with stock exchanges, I, Sanjay Kumar Agarwal, Chief Executive Officer, declare that all the Board Members and Senior Executives of the Company have affirmed their compliance with the Code of Conduct during the Year ended 31st March, 2014.
Sd/- Sanjay Kumar Agarwal
Chief Executive Officer
Date : 28th April, 2014
Place: New Delhi