CORPORATE GOVERNANCE REPORT
The Company is fully complianc with the mandatory requirement of clause 49 of the Listing Agreement formulated by securities and Exchange Board of India and Stock Exchanges. The Company present s its report on compliance of governance conditions specified in Clause 49 of the Listing Agreement.
1. Company's Philosophy on Code of Governance :
Your Company believes that corporate governance is powerful medium to sub serve the long-term interest of all the shareholders, creditors, customers, employees and other stakeholders. Corporate Governance strengthens investors and creditors trust and ensures a long-term partnership that helps in fulfilling our guest for achieving significant growth and profits. Your Company is committed to benchmarking itself with good governance and operates with transparency, professionalism, good conduct and value based systems.
2. Board of Directors :
The Board of Directors along with its Committees provide leadership and guidance to the Company's management and direct, supervises and controls the performance of the Company. The present strength of Board of Directors is 6(six), whose composition and category is given below:
Two - Chairman, Managing Director
Five - Independent Directors
B) BOARD PROCEDURE
Agenda is sent to each Director in advance of Board and Committee meetings to enable the Board discharge to its responsibilities effectively; the Managing Director briefs the Board at every meeting on the overall performance of the Company, followed by discussion by the Directors. The Board also reviews:
Strategy and business plans, Operations and capital expenditures, Finance and Banking operations, Adoption of quarterly/half yearly/ annual results, Compliance with statutory/regulatory requirements and review of major legal issues, Significant labour issues.
C) ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING
During the year ended March 31, 2015, 7 (Seven) Board Meetings were held on 30th April 2014, 31st May 2014, 31st July 2014, 31st August,2014 30th October 2014, 31st January 2015.09th March,2015 Annual General Meeting during the year was held on 30stSeptember ,2014.
3. COMIITTEEOFTHE BOARD
To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board has constituted a set of committees with specific terms of reference/scope. The Committees operate as empowered agents of the Board as per their Charter/terms of reference. Targets set by them as agreed with the management are reviewed periodically and mid-course corrections are also carried out. The Board of Directors and the Committees also take decision by the circular resolutions which are noted at the next meeting. The minutes of the meetings of all Committees of the Board are placed before the Board for discussions/noting.
The Board of Directors has constituted three committees of the Board - (i) The Audit Committee (ii) Remuneration Committee and (iii) Shareholders/Investors Grievance Committee.
i) Audit Committee:
The Committee's power ,role and function are as stipulates in Clause 49 of the Listing Agreement and under Section 177 of the Companies Act 2013.
During the year ended 31st March, 2015, four Meetings were held. The composition of the Audit Committee is as follows:
ii) Remuneration Committee:
The Remuneration Committee of the Company is empowered to review the remuneration of the chairman Managing Director and retirement benefits to be paid to them under the Retirement Benefit Guidelines approved by the Board, on the amount and to the non-executive directors based on criteria fixed by the Board and to deal with matters pertaining to Employee's Stock Option Scheme, if any.
BRIEF DESCRIPTION OFTERMS OF REFERENCE:
Fixation of salary, perquisites etc. of all executive directors of the Company, as and when any new executive director is appointed/ existing executive director is reappointed; and
Deciding commission payable to executive directors based on performance of the concerned executive director and for this purpose fixes targets for achievements.
The constitution of the Remuneration Committee is as follows :
i) Shri. S.B. Inamdar
ii) Shri. Y. N. Konda
iii) SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE :
BRIEF DESCRIPTION OF TERMS OF REFERENCE
The "Investors Grievance Committee" of the Board, looks into various issues relating to investor grievances and to deal with matters relating to transfers/transmission of shares, and monitors redressal of complaints from shareholders relating to transfers, non-receipt of balance-sheet, non-receipt of dividends declared, issue of duplicate share certificates, etc.
The constitution of the committee is as follows:
The company's shares are compulsory traded in the dematerialized form at Bombay Stock Exchange Limited where Company's shares are listed. Mr. D B Gaikwad appointed as a Compliance Officer as required by the Listing Agreement. There were no valid share transfer requests pending as on March 31, 2015.
The Company had not entered into any transactions of a material nature, which will have a conflict with its interest during the year.
The disclosure of related party transactions as required by the Accounting Standard (AS)18 on 'Related Party Disclosures issued by the Institute of Chartered Accountants of India (ICAI) is given under Note No.02 of Notes on the Annual Accounts. All the transactions covered under related party transaction were fair, transparent and at arms length.
The company has complied with all the requirements of the listing agreements with the stock exchanges as well as regulations and guidelines of SEBI. No penalties have been imposed or stricture has been issued by SEBI, stock exchanges or any Statutory Authorities on matters relating to capital markets during the last three years.
The Company has followed all relevant accounting standards notified by the Companies Accounting Standards Rules 2006 and relevant provisions of the Companies Act, 1956 while preparing its financial statements.
5. MEANS OF COMMUNICATIONS
The quarterly, half yearly and annual results are communicated to all the Stock Exchanges where the Company's shares are listed as soon as the same are approved and taken on record by the Board of Directors of the Company. Further the results are published in widely circulating national and local dailies The results are not sent individually to the shareholders.
6. CODE OF CONDUCT
The Board of Director has adopted the Code of Business Conduct and Ethics for Director and Senior Management. The said Code has been communicated to the Directors and members of the Senior Management.
7. GENERAL SHAREHOLDERS INFORMATION
a) Annual General Meeting
i) Date & Time. 30th September 2015 at 11 am
ii) Venue. C-2, MIDC, Akkalkot Road, Solapur
b) Financial Calendar (tentative)
Results for the 1st Quarter Ending 30th June, 2015 Last Week July 2015
Result for the 2nd Quarter/Half Year Ending 30th Sep.2015 Last Week October 2015
Result for the 3rd Quarter Ending 31st December, 2015 Last Week January 2016
Results for the Quarter/Year Ending 31st March,2016 Last Week May 2016
c) Book Closure Date (Both days inclusive)
Tuesday, 23rd September, 2015 to Tuesday 30th September 2015
d) Listing on Stock Exchanges
The Bombay Stock Exchange Ltd., Mumbai.
e) Stock Code Physical segment –
NSDL / CSDL - ISIN : INE -498G01015
f) Registrar and Share Transfer Agent :
Link Intime India Pvt. Ltd.,
Akshay Complex, Block No. 202, 2nd Floor, Off. : Dhole Patil Road, Pune - 411 001.
E-mail : email@example.com
g) Share Transfer System :
Trading in Equity shares of the company is permitted only in dematerialized form as per notification issued by the Securities & Exchange Board of India (SEBI), Link Intime India Pvt. Ltd., Pune handless both Demat and physical share transfers.
The Share transfers which are received in physical form are processed and the share certificate are returned within 21 days from the date of receipt, subject to Documents being valid and complete in all respects.
The Shareholders/Investores Grievance Committee meets periodically to consider the transfer and other proposals and attend to shareholders grievances.
h) DEMATERIALISATION OF SHARES
As on 31st March, Equity shares were in dematerialized form representing 33.04% of the total share capital.
i) PLANT LOCATION
SPINNING MILLS Kamala Nagar, Tamalwadi, Tal. Tuljapur, Dist. Osmanabad. HOTEL
224, Civil Lines, Solapur. SOLAR PLANT Kamala Nagar, Tamalwadi, Tal. Tuljapur, Dist. Osmanabad.
j) ADDRESS FOR CORRESPONDENCE
Link Intime India Pvt. Ltd.,
Akshay Complex, Block No. 202, 2nd Floor,
Opp. Dhole Patil Road, Pune - 411 001.