COMPLIANCE REPORT ON CORPORATE GOVERNANCE
1. Company's Philosophy:
The Company maintains transparency, accountability and professionalism in its operations. The Company believes that all its operations and actions must serve the goal of enhancing its stakeholders' values, including shareholders, customers, employees and creditors.
2. Board of Directors:
At present, the Board comprises of three directors including one non-executive (independent) and two executive directors. The composition of the Board does not meet with the requirement of prescribed guidelines on Corporate Governance in respect of number of independent directors and number of non-executive directors.
Independent director has waived any remuneration or sitting fees during the financial year. There were no pecuniary transactions or relationship between the Independent Director and the Company during the year.
During the year, 6 Board Meetings were held on 28/05/2013; 02/08/2013, 14/08/2013; 30/08/2013; 15/11/2013 and 14/02/2014. All the relevant information required under Annexure 1 to clause 49 of the listing agreement and as recommended by SEBI is furnished to the Board from time to time.
3. Audit Committee:
The members of the Committee on the date of the Directors' Report are Mr. P. P. Sheth, Chairman, Sonia Jog and Mr. M. K. Shirude as member of the committee.
The terms of reference and the role of the Committee are as specified in clause 49 of the Listing Agreement. The composition of the Committee could not be maintained as required by the listing agreement due to reduction in the number of Directors and not getting appropriate number of persons on the Board.
During the year meetings of the Audit Committee were held on 30.05.2014; 14.08.2014; 28.08.2014; 14.11.2014 and 13.02.2015 every quarter one meeting was held as per the Listing Agreement.
4. Remuneration Committee:
Mr. P. P. Sheth is the Chairman, Sonia M. Jog and M. K. Shirude as members of the Remuneration Committee to recommend to the Board remuneration packages of executive directors.
The Board of Directors, the shareholders and the Central Government approved the remuneration of the Whole time / Managing Director and the non-executive directors. The Whole time / Managing Director are entitled to salary / perquisites and commission.
The non-executive directors are entitled to commission based on the net profit of the Company and sitting fee and out of pocket expenses for each Board / Committee meeting attended.
5. Shareholders' / Investors' Grievance Committee:
Mr. P. P. Sheth is the Chairman and Mr. M. K. Shirude is the member of the Shareholders' Grievance Committee. The role of the Committee is to approve share transfers, look into shareholders' grievances and redressal mechanism and to recommend measures to improve the level of investor related services.
No Shareholders' complaints are pending with the Company on the date of this report letters of grievances / complaints received have been resolved arid no complaints are pending. No share transfers are pending for more than 30 days.
All the matters relating to the shares including dematerialization are handled by the Registrars & Transfer Agents.
Hence, all the correspondence with regards to shares may be made with share transfer agent only.
During the year, there were no transactions with related parties that may have potential conflict with the interest of the Company at large. Summary statements of transactions with related parties were placed before the audit committee. This information is provided in Schedule-M in the Annual Report.
The Quarterly Financial Results for all the Quarters were duly submitted to the Bombay stock Exchange (BSE). Non-mandatory requirements specified in Clause No. 49 of the Listing Agreement have not been adopted. In view of the present difficult period through which the Company is passing, induction of new directors on the Board is not possible. In view of this, requisite compositions of Board and various other Committees could not be achieved as explained in Schedule M to the Accounts.
Accounting Standards that are mandatorily required to be followed have been followed in preparation of financial statements and no deviation has been made in the same, with exceptions explained in Schedule M to the Accounts No funds were raised during the year and hence no disclosure is required about the same. Requisite information on Remuneration of Directors is provided in this report.
No senior management person has done any transaction of material nature having any personal interest, which may conflict with the interest of the Company.
Means of Communication: The Company furnishes its Quarterly Financial Results in the prescribed form to the Bombay Stock Exchange. The Financial Results are displayed on the website of Bombay Stock Exchange.
No official news releases were displayed. The Company has not made any presentations to any institutional investors / analysts during the year.
General Shareholder Information:
Annual General Meeting:
The ensuing Annual General Meeting will be held on Wednesday, 30,h September, 2015 at Jog Center, 28 Wakdewadi, Mumbai Pune Road, Pune 411003 at 11.00 A.M.
Financial Year - 2015:
The Financial year 2014 -2015 consisted of 12 months from 1s" April 2014 to 31s1 March 2015.
Date of Book Closure:
From Thursday, 24" September 2015 to Wednesday, 30* September 2015 (Both days inclusive).
Dividend payment date:
The Directors have not recommended any Dividend on shares for the financial year 2014-2015.
Listing on Stock Exchange:
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited.
Market price data:
Monthly High and Low prices of the Equity Shares of the Company at Bombay Stock Exchange during the financial year 2014-2015 were not recorded due to suspension in trading of the scrip for penal reasons.
Registrar and Share Transfer Agents:
The Company has appointed SharePro Services (India) Private Limited as its Share Transfer Agents for the purpose of share transfers in respect of shares held in physical form as well as dematerialised form. Its details are: Samhita Warehousing Complex, 13 AB, Gala No. 52, 2 Floor, Nr. Sakinaka Telephone Exchange, Off. Kurla Andheri Road, Sakinaka, Mumbai 400 072; Telephone: 022- 28215991.
Share Transfer System:
Depending upon the number of Share Transfers received, the Transfers of Shares in Physical form are processed and approved generally in a month by the Transfer Agents. The share certificates are returned to the transferees within 30 days from the date of receipt, subject to transfer-documents being in order.
Dematerialization of Shares:
As on 31 March 2015, 57,17,957 Equity Shares representing 67.27% of the Company's Total Equity Shares Capital were held in dematerialised form. The ISIN of the Equity Shares is: INE 941A01017
Outstanding GDRs / ADRs / Warrants:
No GDRs / ADRs / Warrants or any convertible instruments were outstanding as on 31st March 2015.
The Company has no manufacturing plants.
Address for correspondence:
Shareholders' correspondence for any share related issues should be addressed either to the Share Transfer Agents, namely SharePro Services Private Limited, Samhita Warehousing Complex, 13 AB, Gala No. 52, 2nd Floor, Nr. Sakinaka Telephone Exchange, Off. Kurla Andheri Road, Sakinaka, Mumbai 400 072 or to the Company at its Registered Office. CEO Certification: As required by clause 49 of the listing agreement, the certificate signed by the Executive Director was placed before the Board at its meeting held on 28th August 2014.
A certificate regarding compliance of the conditions of corporate governance, obtained from Practicing Company Secretary of the Company, is provided hereinafter.
By Order of the Board,
Madhukar K. Shirude
Pune, 31st August 2015