REPORT ON CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given below:
I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is the combination of voluntary practices and Compliance with Laws and Regulations leading to effective control and management of the Company. Good Corporate Governance leads to long term Share holder value and enhances interest of other stake holders. The Company's Philosophy on Corporate Governance embraces a frame work and implementation of systems and practices with an emphasis on transparency, accountability and integrity.
II. BOARD OF DIRECTORS
The Board of Directors of the Company consisted of following Directors, all being Non-Executive, as on 31st March, 2012.
Director’s attendance at the Board Meetings
Five Board meetings were held during the year ended 31st March, 2012. These meetings were held on 14th April, 2011, 13th July, 2011, 1st September, 2011, 18th October, 2011, 19th January, 2012.
The Directors, all being Non-Executive, have not been paid any remunerations and sitting fees during the year.
As per Corporate Policy, most of the statutory and material information's are placed before the Board with a view to enable it to discharge efficiently its responsibilities in formulating the strategies and policies for the growth of the Company. The Agenda and other relevant papers were circulated ahead of the scheduled dates of the meetings. Opinions and advice of the Independent & Non-Executive Directors are considered valuable guidance.
III. COMMITTEES OF BOARD OF DIRECTORS:
The Company's operations have been stalled since the workmens' strike on 13th May, 1998. As such there are no business operations for the last few years. The Unaudited results are approved at the meeting of the Board of Directors of the Company. Hence, the Company do not have any separate audit committee, committee of Directors for shares, and remuneration committee.
IV. OTHER DISCLOSURES:
i. None of the transactions with any of the related party are in conflict with the interest of the Company.
ii. There is no non-compliance of any provision of law by the Company nor any penalty/stricture imposed on the Company by Stock Exchanged), SEBI or any other authority, on any matter related to capital markets, during the last three years.
iii. The Company has complied with all the mandatory requirements of the Corporate Governance except CEO/CFO certification, Audit Committee and Shareholder's Committee as Company's operations arc suspended.
V. SHAREHOLDER INFORMATION:
Annual General Meeting
Date: 29th September, 2012
Time: 11.30 AM.
Venue: Borivali Medical Brother Hood, Doctor House, 51 TPH Road, Borivali (West), Mumbai – 400
Financial Calendar (tentative)
Financial Reporting for the Quarter ending 30th June, 2011: End of July, 2011
Financial Reporting for the Quarter ending 30th Sep., 2011: End of Oct., 2011
Financial Reporting for the Quarter ending 31st Dec., 2011: End of Jan., 2012
Financial Reporting for the Quarter ending 31st March, 2012: End of April, 2012
Dates of Book Closure
22/09/2012 to 29/09/2012
Dividend Payment Date
In view of accumulated losses, your Directors have not recommended any dividend on Equity Shares for the year ended 31st March, 2012.
The names of the Stock Exchanges in which the Equity Shares of the Company are listed
The Company's Shares are listed on Mumbai, Delhi and Bangalore Stock Exchange. However, the Company intends to delist its shares from Delhi and Bangalore Stock Exchange.
Market Price Data
As, no transactions in the shares of the Company were held during the year through Stock Exchanges, hence the market price data is not available.
Stock Price Performance for the for the year ended 1st March, 2011 to 31st March, 2012- IGL Vs BSE Sensex
As, no transactions in the shares of the Company were held during the year, through Stock Exchanges, hence the Stock price performance is not available.
Share Transfer System
Share Transfers in physical form are registered, if documents are clear in all respect. For the cases where negative or no response is received within 30 days, shares are returned to the registered holder in physical form.
Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on Equity
At Present the Company does not have any such instrument.
Address of the Company for Correspondence
29, Maharashtra Bhavan, 2nd Floor, 12/14, Bora Masjid Street, Mumbai - 400 001.