The Company had always believed and followed the most transparent corporate governance practices even before the advent of clause 49 of the Listing Agreement of the Stock Exchange. Since inception we have always worked towards building a strong bond of trust with our valued Shareholders, Customers, Depositors, Dealers, Bankers and Clients for their co-operation and also for the confidence reposed in the Company on key elements of corporate governance viz.. transparency, fairness, disclosure and accountability.
We believe that sound business ethics and values are at the core of success of any business organization. We have completed a period of 72 years which is possible only because of our strong belief and practice of business ethics and values and the confidence reposed in the Company by all its patrons.
The Company had not only complied with the corporate governance practices and disclosures as per the statutory and regulatory requirements, but also conveyed important and required information about the Company wherever it is felt necessary.
BOARD OF DIRECTORS Composition
The Board of the Company comprises of four Directors,
The meetings of the Board of Directors are informed well in advance. The notice of the ensuing Meeting is sent at least seven days in advance to all the Directors and Stock Exchange. The Board Meets at least once in every quarter to review the quarterly performance and financial results of the Company.
The Board of Directors met Six times on the following dates during the year 2014-2015:
30th May, 2014,14th August, 2014, 21 st November, 2014, 30th December, 2014,13th February, 2015.and 30th March,2015.
Attendance record of Directors:
Composition of Board and Attendance Record of Directors for the year 2014-2015
As per the requirement of clause 49 of the listing agreement. The present audit committee consists of three directors; all the three Directors are Non-Executive and Independent Directors:
1. Shri. Arun Mitter
2. Shri. M K Madan
Sfiri. Arun Mitter - Non Executive Director is Chairman of Audit Committee.
Meetings, attendance and topic discussed:
1. The Committee reviews periodically the financial accounts, adequacy of internal control, and compliance with accounting standards.
2. Recommending the appointment of Statutory Auditors, and fixing their audit fees.
3. Reviewing with the management, the adequacy of internal System.
4. SHAREHOLDERS' GRIEVANCE COMMITTEE
Composition: The present Shareholders' Grievance Committee consists of three directors; all the three directors are non executive and independent directors. The Committee redresses the grievances of the shareholders like Share Transfer, Splitting / consolidation of Shares, merging of Folios etc.
1. Shri. Rajiv Gupta
2. Shri Arun Mitter
i) Shri. Rajiv Gupta - Non Executive Director is Chairman of Shareholders Committee.
The meetings of Shareholders' Grievance Committee were held on 30th May 2014, 14th August, 2014, 21st November. 2014, 13th February, 2015 and 30th March, 2015 the following Members were present at the meetings.
5. REMUNERATION COMMITTEE
Remuneration Committee Meeting was held on 30th March, 2015, for the purpose of appointment of women director on Board.
Mr. Rajiv Gupta Non Executive Director is Chairman of the Remuneration Committee.
The meetings in addition to the members of the audit committee were attended by the heads of finance, internal auditor and statutory auditors of the Company and those executives of the Company who were considered necessary for providing inputs to the committee.
Remuneration of Directors
Remuneration of Non Executive Directors:
Non-Executive Directors are paid sitting fees of Rs.2, 000 /- for every meeting of the Board and Committee attended by them. Apart from sitting fees Non-Executive Directors are not paid any other remuneration.
The Company has never failed to comply with any authority i.e. Mumbai Stock Exchange, SEBI on any matter related to capital markets during last 3 years.
8. MEANS OF COMMUNICATION
Quarterly and half Yearly Financial results are published in Free Press Journal and Nav Shakti news papers along with press release and the same are also promptly communicated to the Stock Exchanges. The Company has its own website. There were no presentations made to the institutional investor or analysts. Management Discussion and Analysis forms part of this Annual Report.
9. GENERAL SHAREHOLDERS INFORMATION
9.1 Annual General Meeting:
9.1.1 Date : 09.09.2015
9.1.2 Time : 11.30 A.M.
9.1.3 Venue : M C Ghia Hall, 2nd Floor, Bhogilal Hargovindas Bldg, 18/20 Kaikhushru Dubash Marg, Mumbai 400001
9.2 Financial Calendar:
Financial Year : April to March
Mailing of Annual Accounts : Mid July
Annual General Meeting : Mid August - September
Unaudited First Quarter Financial Results : Second week of July
Unaudited Second Quarter Financial Results : Last week of October
Unaudited third Quarter Financial Results : Last week of January
9.3 Date of Book Closure:
The Register of Members and Share Transfer Books of the Company will remain closed from 02.09.2015 to 09.09.2015 (both days inclusive), for the purpose of Annual General Meeting.
In view of the consolidation of existing business activities and to conserve the resources, your Directors are constrained not to recommend any dividend for this year.
9.5 Listing on Stock Exchange:
The Company is listed on Bombay Stock Exchange Stock Code
1. BSE MUMBAI .501311
2. iSIN : INE998D01011 (For electronic connectivity)
.7 Share Transfer System: M/s Share Pro Services India Pvt. Ltd is the Registrar and Transfer Agent of the Company. All work relating to electronic and the physical share transfer, transmission, and deletion, splitting of share certificate, dematerialization and re-materialization of shares are carried out at the following address:
Address of Registrar and Share Transfer Agents:
Share Pro Services India Pvt. Ltd. (Contact person Mr. Girish Pilankar) 13 AB Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane. of. Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai - 400072 Tel: 67720300/400 Fax: 28591568 email: . ;es.com. Shareholders may lodgedemat/transfers
etc directly to M/s Share Pro Services India Pvt. Ltd at the above mentioned address
9.9.3 Address for Communication
19,20 Rajabhadur Mansion, 4,h Floor, opp. SBI Main Branch Near Stock Exchange, M S Marg, Fort, Mumbai 400023 Tel no 22664977. 22643021, 22, 23, Fax no 22664813 Email: web: www jayaooaraLccm
For and on behalf of the Board of Directors
ARUN MITTER M.K MADAN > Directors
Ms. SUMANA VERMA
Place : New Delhi
Date : 30th May, 2015