1.0 BOARD OF DIRECTORS:
The Board of Directors comprises six Directors out of which three are Non-Executive Directors and one Woman Director as on the date of the accompanying Notice, May 4, 2016. The Company has an Executive and Promoter Director as the Chairman. Out of the total strength of six directors fifty percent directors are independent directors. The company has complied with amended clause of listing agreement concerning strength of independent directors on the Board as on the date of the accompanying Notice, May 4, 2016. The day-to-day operations of the Company are being overseen by Shri Piyush I. Tamboli, Chairman and Managing Director. None of the Directors on the Company's Board is a member of more than ten Committees and Chairman of more than five Committees across all the companies in which he is a Director. The composition of the Board, details of remuneration paid, attendance at the Board Meetings (BM) held during the financial year under review and at the last Annual General Meeting (AGM), number of Directorships memberships/chairmanships in public companies (including the Company) are annexed herewith
3.0 Investor's Grievance Committee: At present, the composition of the Investors' Grievance Committee is as under:
During the year under review, the Investor's Grievance Committee met four times on dates 30.5.2015, 11.8.2015, 2.11.2015 and 2.2.2016.
The status on the total number of Complaints received during the year was as follows:
# Complaints pending at the beginning of the year : 0
# Complaints received during the year : 1
# Complaints redressed and replied during the year : 1
# Complaints pending at the end of the year. : 0
4.1 Scope of the Remuneration Committee: The Remuneration Committee recommends/reviews remuneration of Whole Time Directors.
During the year under review, the Remuneration Committee met one time on date 2.2.2016.
5.0 Separate meeting of Independent Directors of the Company:
As per the provisions of Clause VII of the Schedule IV of the Companies Act, 2013 and the applicable Clause(s) of the Listing Agreement as amended, the Independent Directors of the Company met on 2.2.2016. The independent directors in the meeting require inter-alia:
i. review the performance of non-independent directors and the Board as a whole;
ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
7.0 Sexual Harassment Committee: Presently, the composition of the committee is as under:
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
8.0 As per the provision of Section 205 A read with Section 205 C of the Companies Act 1956, the Company has transferred unpaid dividends to the Investor Education and Protection Fund (IEPF).
During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no other related party transactions with its promoters, directors, management and subsidiaries that had a potential conflict with the interest of the Company.
The Company has complied with various rules and regulations prescribed by stock exchanges, SEBI or any other statutory authority relating to the capital markets during the last three years. No penalties or structures have been imposed by them on the Company.
11.0 General Shareholder information:
11.1 Annual General Meeting:
Date & Time : : July 26,2016 at 4.30 p.m.
Venue : Hotel Nilambaug Palace, Bhavnagar.
11.2 Registered Office : Nari Road, Bhavnagar, Gujarat 364 006.
11.3 Telephone Nos. : (91) (278) 2523300 to 04
11.4 E-mail : : firstname.lastname@example.org; email@example.com
11.5 Financial Calendar:
Quarter ending Reporting Month
30th June 2015 : July 2015
30th September 2015 : October 2015
31st December 2015: January 2016
31st March 2016: May 2016
11.6 The Company has paid annual listing fees to The Bombay Stock Exchange Limited (BSE) in respect of the financial year 2015-2016 and 2016-2017.
11.8 Registrar and Transfer Agent: MCS SHARE TRANSFER AGENT LIMITED
201, Shatdal Complex, Opp. Bata Show Room, Ashram Road, Ahmedabad, Gujarat 380 009. TELEPHONES: 079 26580461 to 63 E-mail: firstname.lastname@example.org email@example.com