Corporate Governance Report:
Pursuant to clause 49 of the listing Agreement with Stock Exchange, the Company submits the report on the matters mentioned in the said clause and practices followed by the company.
Company's philosophy on code of governance
The Company's philosophy on Corporate Governance envisages maintaining a high level of disclosure and transparency in all its operations. It aims at enhancing the shareholders value through adoption of sound business practices, prudent financial management and a high standard of ethics throughout of ethics throughout the organization.
Board of Directors
The Board comprises of 5 directors with knowledge and experience in different fields like entertainment and business management.
The Board has an appropriate mix of executive and independent directors to ensure proper governance and management.
Number of Board Meeting held and the dates on which they were held:
During the year 2011 - 2012, the Board met 4 times and the dates on which the meetings were held on were 13.08.2012, 15.11.2011, 14.02.2012 and 14.05.2012.
The Board meets at least one in quarter and the interval between two meetings is normally not more than four months. Apart from the statutory requirements the role of the board includes setting annual business plan, periodic review of operations and considering proposal for diversification, investments and business re-organization. The information periodically placed before the board includes proceedings / minutes of all committees including the audit committee.
The company has a qualified and an independent Audit Committee of three members, all being non- executive directors. All the members of the Committee have an excellent financial and accounting knowledge. The terms of reference stipulation by Board to the audit committee cover the matters specified for Audit Committee under clause 49 of the Listing Agreements with Stock Exchanges.
The Board of Directors of the Company has constituted an Audit Committee, in compliance with the provisions of Clause 49 of the listing agreements.
Mr. Bomi Kavina is the Chairman of the Audit Committee.
Number of Audit Committee Meetings held and the dates on which were held during the year 2011- 2012:
During the year 2011 - 2012, the audit Committee met 4 times and the dates on which the meetings were held are as follows:
The Remuneration Committee was constituted in the year 2002 as required by Schedule XIII to the Companies Act, 1956 to consider and approve the remuneration package of the Managing Director, based on the performance of the Company.
During the year, the committee met on 13th August, 2011, 15th November 2011, 14th February 2012 and 14 May 2012.
The Details of managerial remuneration paid to Directors during the year:
i) Executive Director
Name of the Managing Director: Salary (Rs.) Per annum
Mr. Suryaraj Kumar: Rs. 18.00 Lakhs
ii) Non - Executive Directors
The Company does not pay any sitting fees to the Non- Executive Directors for the Board Meeting and Statutory Committee meeting by them.
Shareholders / Grievance Committee
The Board has constituted a share holders / Grievance Committee comprising of
Mr. D. G. Prasad
Mr. Bomi Kavina
Mr. Thomas Kuruvilla
The Committee looks into redressing of shareholder's complaints, if any, like transfer of shares, non- receipt of balance sheets, non- receipt of dividend warrants etc.
Mr. Bomi Kavina is the Chairman of the Shareholders / Grievance Committee.
There was no request for dematerialization pending for approval as on 30.06.2012.
Related party transactions during the year have been disclosed as a part of accounts as required under Accounting Standard 18 issued by the institute of Chartered Accountant of India. There has been no instance of non - compliance by the company, penalty or strictures imposed on the company by the Stock Exchange or SEBI or any Statutory authority on any matter related to capital markets.
Means of Communication
The quarterly / half -yearly unaudited financial results and the annual audited financial results are published in English Edition of 'Trinity Mirror' and Local Edition 'Makkal Kural'. The Management discussion and Analysis (MD&A) report forms part of the annual report.
General Shareholder Information
i) Annual General Meeting
Date and time Venue: 28th December 2012 @ 11.30 A.M Hotel Guru, 69, Rukumani Lakshmipathi Salai, Egmore , Chennai – 600 008
Financial Calendar: 1st July to 30th June
Results for the quarter ending 30.09.2012 – Between October 15th to 15th November
Results for the quarter ending 31.1 2.2012 – Between 15th January to 15th February
Results for the quarter ending 31.03.2013 – Between 15th April to 15th May
Results for the quarter ending 30.06.2013 – Between 15th July to 15th August
Book Closure dates
21st December to 28th December 2012 (both days inclusive)
on or before 27th January 2013
Listing of Equity Shares
The BSE Ltd., Mumbai
The Annual Listing Fees as prescribed has been paid to above stock exchange
MUMBAI - 503685b
Demat ISIN Number in NSDL & CDSL for - ISIN INE828101019
Cameo Corporte Sevices Ltd.,
Subramaniam building, No. 1, Club House Road, Chennai – 600 002
Share Transfer System
The Company's shares are traded in the Bombay Stock Exchange compulsorily in demat mode. Pursuant to the directive issued by the Securities and Exchange Board of India, the share transfers both physical and demats, is now handled by our Transfer Agent, Cameo Corporate Services Ltd. Chennai. Shares in physical mode, which are lodged for transfer either with the Company or with the Share Transfer Agent, are processed and the share certificates are returned to the transferees within 30 days of lodgement, as per the Listing Agreement.
Dematerialization of Shares:
The Shares of the company are held both in dematerializedform and physical form.
The Company's shares are listed on the Bombay Stock Exchange, Mumbai.
The Company has not issued any GRD/Warrants and Convertible Bonds.
Address for Correspondence:
No.59, Vijayaraghava Road T.Nagar, Chennai - 60001 7 Telephone: 044-4214 8005 Fax: 044- 4214 6231
The non-mandatory requirements have been adopted as stated below:
No specific tenure has been fixed for the independent directors.
The Board has set up a Remuneration Committee.
The quarterly and half-yearly results of the company are published in news papers. They are not sent to the shareholders individually.
The statutory statements of the Company are unqualified.
Training of Board Members / mechanism for evaluating non-executive directors
All the non-executive directors are having rich experience and expertise in functional areas and in the opinion of the Board they do not required any special training.
For & On behalf of the Board
Chairman & Managing Director