CORPORATE GOVERNANCE REPORT
1. Company's Philosophy on Code of Governance
It is the consistent conviction of the company that sound and strong corporate governance leads to durable substance of business and generate long term value all stake holders. In pursuance of this, the company has been pursuing corporate governance practices based on professional excellence, business ethics and transparency. The Company believes that good corporate governance goes much beyond to fulfilling the statutory requirements, but is also a projection towards the sound formulation of a distinct corporate culture. The Company believes that corporate governance is more about creating organizational excellence leading to increased customer satisfaction.
2. Corporate Ethics
The Company adheres to highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in its business dealings.
3. Board of Directors and Board Meetings:
Company's Board of Directors as at 31st March, 2015 comprises Six Directors three of them are independent and non executive.
Mr. Nandkishor Kagliwal has resigned from Directorship of the company on 31st March 2015
Mrs. Ashu Jain has been appointed as an additional Director of the company on 31st March 2015.
Meeting and Attendance record of each Director
During the year ended 31st March 2015, Nine meetings of the Board were held on the following date:
1) 30th Apr-2014 2) 30th May-2014 3) 31st May-2014 4) 31st Jul-2014 5) 27th Aug-2014
6) 31st Oct-2014 7) 17th Nov-2014 8) 31st Jan-2015 9) 31st March-2015
4. Audit Committee
The Audit Committee met Eight times during the year ended 31st Match 2015 on
1) 30th Apr-2014 2) 30th May-2014 3) 31st May-2014 4) 31st Jul-2014
5) 27th Aug-2014 6) 31st Oct-2014 7) 31st Jan-2015 8) 31st March-2015
Two members of the Committee are non executive and independent. .He has adequate knowledge of Accounts, Audit, and Finance. Mr. Shrirang Agrawal Independent Director is the Chairman of the committee.
Audit Committee meetings are also attended by Company's Vice President (Finance) and the Internal Auditors. The terms of reference of the Audit Committee include:
a. To review the company's financial reporting process and financial statements.
b. To review the accounting and financial policies and practices.
c. To review the efficacy of the internal control mechanism and monitor the management policies adopted by the company and ensure compliance with regulatory guidelines.
d. To review reports furnished by the internal and statutory auditors and ensure that suitable action is taken.
e. To examine accountancy, taxation and disclosure aspects of all significant transactions.
5. Remuneration Committee
Remuneration Committee comprises of non executive Directors namely Mr. Nandksihor Kagliwal Mr. Shrirang Agarwal
Remuneration to Whole Time Director
The Whole time Director's remuneration is subject to compliance of Schedule XIII of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956. The Board on the recommendation of the Remuneration committee considers the remuneration of Whole time Director. The Board recommends the remuneration of the whole time director for approval of the Shareholders, at the Annual General Meeting or any such other authority as may be required.
6. Shareholders / Investors Grievance Committee
The Shareholders / Investors Grievance Committee comprised one executive and one non executive Director; the committee met four times on
1) 30th Apr, 2014 2) 31st July, 2014 3) 31st Oct, 2014 4) 31st Jan, 2015
The committee deals with matters relating to:
a) Transfer/ transmission of shares
b) Review of shares dematerialized and all other related matters
c) Monitoring of expeditious redressal of investors' grievances
d) Other matters relating to shares
Company's shares are compulsorily traded in dematerialized form and have to be delivered in dematerialized form in all Stock Exchanges. To expedite transfers in physical segment, authority has been delegated to the Investor Relations committee of the Board. There were no share transfers/ complaints pending disposal as on 31st March, 2014.
7. Compliance officer
Mr. K.G. Iyer is Company's compliance officer. His address and contact details are given below: Address: Nath House, Paithan Road Aurangabad -431005
Tel Nos: 0240-2376314, 2376315 Fax: 0240-2376762 No of Shareholders' Complaints received during the year 4
No. of complaints solved to the satisfaction of the Shareholders 4
No. of pending complaints Nil
During the year 2014-15 no resolution has been passed through Postal Ballot. Presently there is no proposal to pass any Special Resolution by postal ballot.
8. Disclosure of material transactions and penalties to the Board
There are no materially significant related party transactions, i.e., transactions of the Company of material nature with its Promoters, Directors or the Management, their subsidiaries or relatives etc. that would be prejudicial to the interest of the Company.
No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to capital markets during the period under review.
9. Means of Communication
Although, half yearly report is not sent to each household of shareholders, Company has submitted the quarterly results to Bombay Stock Exchange and Ahmadabad Stock Exchange.
News papers normally published in :Business Standard & Lokpatra
Website where displayed: Bseindia.com
Whether it displays official news release and presentations made to Institutional Investors or analysts : NA
Whether Management Discussion and Analysis is part of the annual report or not : Yes
10. General Shareholders Information
Annual General Meeting
Date and time 30th September, 2015 At 11.00 A.M.
Venue Nath House, Paithan Road Aurangabad
Financial Year 2014-2015
The register of the shareholders of the Company will remain closed on 24th Sept 2015 to 30th Sept 2015, both days inclusive
Financial Calendar (tentative)
Financial reporting for the quarter ending 30th June ,2015 by July 2015
Financial reporting for the quarter ending 30th September , 2015 by October 2015
Financial Reporting for the quarter ending 31st December , 2015 by January 2016
Financial reporting for the quarter ending 31st March 2016 by May 2016
Annual General meeting for the year ending 31st March 2016 by Sept 2016
11. Reduction in Capital
Company had filed a Draft Rehabilitation Scheme to the Honorable Board for Industrial and Financial Reconstruction ( BIFR ) seeking a reduction in the paid up equity share capital of the company amounting to Rs. 20,00,00,000( Rs. Twenty Crores ) by 95 % to set off the accumulated losses . The said scheme was sanctioned by Honorable Board for Industrial and Financial Reconstruction (BIFR) vide order dated 14.02.2012 and the subsequent amendments thereof.
Company has made reduction of capital as per order of Hon'ble BIFR dated 01/07/2013 . The existing share capital of the company reduced by 95% by writing off accumulated losses to that extent and then every twenty equity shares of 0.50 each consolidated into one equity share of 10 each fully paid up. Reduction of share capital as per above order has taken place on 30.05.2014.
Following the writing down of the existing paid up equity share capital of the company the effective share capital is at Rs. 1,00,00, 000 ( Rs. one crore only ) comprising 10,00,000 ( Ten lacs equity shares of 10 each ) arising out the consolidation of twenty shares of 0.50 each into one equity share of 10 each.
12. Infusion of Fresh Equity capital
Further , in pursuance of the directions given by HonTble BIFR , Company has allotted 80,00,000 (eighty laces equity shares of 10/ each fully paid up ) amounting to Rs. eight crores to promoters and promoter group and to ARC Trust on a preferential basis and in the following manner :
The Company has allotted 2,000,000 equity shares of Rs..10/- each on 31.05.2014 against the conversion of secured loan of Arc-Trust as per BIFR order dated 01.07.2013. Further the Company has made preferential allotment of 6,000,000 to promoters and associates on 31.05.2014 with a lock in period of 3 years.
13. Listing on Stock Exchanges and ISIN No.
The Company's equity now stands as 9,000,000 equity shares, which are presently listed on Bombay Stock Exchange Ltd. and Ahmadabad Stock Exchange Ltd.
The Company has paid annual listing fees to both the Stock Exchanges for the financial year 2015-16. Scrip code 502407 BSE ISIN No. INE776A01017
14. Registry and Transfer activity
As per SEBI guidelines the Registry and share transfer activities is being handled by M/s. Big Share Services Private Limited. The Share Transfer requests received in physical form are normally registered within 30 days from the date of receipt. Company has arrangement with National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL) for demat facilities. The Demat status of the equity shares as on 31.03.2015 is as follows:
Shares in Demat mode with NSDL: 8,624,984 Shares in Demat mode with CDSL: 165,208
Shares in physical mode : 209,808
Address for Investor Correspondence
Nath Pulp and Paper Mills Ltd. Nath Nagar (North), At. Post: Wahegaon, Taluka: Paithan,
Dist: Aurangabad (Maharashtra)
Registrar and Share Transfer Agent
Big Share Services Pvt. Ltd.
E- 2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (Ease),
Mumbai-400 072 (Maharashtra)
15. Compliance Certificate of The Auditors
Certificate from the Company's Auditors, M/s. R. B. Sharma & Company, Chartered Accountants confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.
16. CEO and CFO Certification
The Executive Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The annual certificate given by the Executive Director and the Chief Financial Officer is attached to this Report.
17. Compliance with Code of Conduct
As stipulated under the provisions of sub-clause (II) E(2) of Clause 49 of the Listing Agreement with stock exchanges, all the Directors and the designated personnel in the Senior Management of the Company have affirmed compliance with the said code for the financial year ended on March 31, 2015.
For and on behalf of the Board
Whole time Director
DIN No: 01691724
Place : Aurangabad
Date: 28th August 2015