REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY:
The basic philosophy of Corporate Governance in the Company is to achieve business excellence and enhance shareholders value, keeping in view the interest of its various stakeholders by short and long-term actions.
2. BOARD OF DIRECTORS:
As per Listing Agreement, the Board should have an optimum combination of executive and non-executive Directors with not less than 50% of the Board consisting of non -executive Directors. In case of a non-executive Chairman, at least one-third of the Board should consist of Independent Directors and in the case of an executive Chairman, at least half of the Board should be Independent Directors.
The Chairman of the Board of the Company is an Executive Director. The Board of Directors of the Company consists of six Directors i.e. Three Non-Executive Independent Directors, Two Executive Director and one Nonexecutive & Professional Director as on 31st March, 2015.
The Board met 5 (five times) on the following dates during the financial year 2014-2015.
May 30, 2013 August 14, 2013 November 13, 2013 February 03, 2014
3. COMMITTEES OF THE BOARD:
A. Audit Committee
The Audit Committee comprises of three members, whom are Non-Executive-Independent Directors and Executive Director. The Chairman of the Committee is Mr. Ashok Purohit with Mr. Nandkumar Harchandani and Mr. Anil Admane as members.
Terms of Reference of Audit Committee
a. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
b. Recommending the appointment and removal of external Auditors, fixation of audit fee and also approval for payment for any other services.
c. Reviewing with management the annual financial statements before submission to the Board.
d. Reviewing with the management, external and internal auditors, the adequacy of internal control system.
e. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
f. Discussion with internal auditors any significant findings and follow up thereon.
g. Reviewing the findings of any internal
B. Remuneration Committee
The Remuneration Committee comprises of three members, whom are Non-Executive-Independent Directors and a Executive Director. The Chairman of the Committee is Mr. Ashok B. Purohit with Ms Archana D. Wani and Mr. Anil Admane as members.
Terms of Reference of Remuneration Committee
a) Remuneration payable to Executive Directors were considered and approved by the Remuneration Committee not to exceed the below stated amounts for the financial year 2012-13, but it can be less than as follows:
1. Mr. Nandkumar N. Harchandani Nil
2. Ms. Archana D. Wani Nil
C. Shareholders' Committee
The Shareholders' Committee comprises of three members, whom are Non-Executive-Independent Directors and a Executive Director. The Chairman of the Committee is Mr. Ashok B. Purohit with Ms. Archana D. Wani and Mrs Archana Admane as members.
This Committee looks into the Grievances received from the Shareholders and the concerned Depository Participants promptly and takes stock of any complaints or a query raised from all concerned every fortnightly and resolves the same promptly.
D. Management Committee
The Management Committee comprises of three members, two members are Non-Executive and Independent Directors and one is Executive Director. Mr. Nandkumar Harchandani is the Chairman and Ms. Archana D. Wani and Mr. Ashok Purohit are members of the committee.
REGISTRAR AND TRANSFER AGENT:
The Company is availing the services of Registrar and Share Transfer Agent from M/S. LINK INTIME INDIA PRIVATE LIMITED, having here office at C-13. Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai -400 078.
Listing of Securities:
Name of the Stock Exchanges
The Stock Exchange Mumbai,
Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai -400 001
DEMATERIALI2LATION OF SHARES AND LIQUIDITY:
As on 31st March, 2015, 99.54% of the Company's total Equity Shares representing 9,87,43,200 shares were held in dematerialized form and the balance 0.46% representing 4,56,800 were in physical form.
General Shareholder Information:
Annual General Meeting-
Date and Time :
September 30, 2015 at 02:00 PM.
Venue : 1st Floor B, Poonam Chambers, Byramji Town, Chhindwara Road, Nagpur- 440 013.
Financial year :
April to March
Book Closure Date :
September 23, 2015 to September 30, 2015 (both days inclusive - for the purpose of AGM and Dividend)
Listing on Stock Exchanges :
The Company's Ordinary Shares are listed on Bombay Stock Exchanges, (BSE Ltd.), Phiroze Jeejeebhoy Towers, Dalai Street. Mumbai 400 001
Demat ISIN in NSDL and CDSL for Equity Shares
Address for correspondence:
Linkhouse Industries Limited, 1st Floor B, Poonam Chambers, Byramji Town, Chhindwara Road, Nagpur - 440 013, Maharashtra.
By the order of Board
LINKHOUSE INDUSTRIES LIMITED,
Dated: 27 05.2015