CORPORATE GOVERNANCE REPORT
Company's Philosophy on Corporate Governance
The Company fully subscribes to the principles and spirit of Corporate Governance. The Company has adopted transparency, disclosure, accountability and ethics as its business practices. The management believes that these principles will enable it to achieve the long-term objectives and goals. As part of its Corporate Governance philosophy, the Company focuses its energies in safeguarding the interests of its stakeholders and utilising its resources for maximizing the benefits to them.
A report on compliance with the Code of Corporate Governance as prescribed by the Securities and Exchange Board of India and incorporated in the Listing Agreement with the Stock Exchanges is given below.
1. BOARD OF DIRECTORS:
a) Board Meetings :
During the financial year 2013-14 Board Meetings were held on 15.05.2013, 01.06.2013, 14.08.2013, 25.08.2013, 15.11.2013, 13.01.2014, 15.02.2014.
b) Composition as on March 31st March, 2014:
The Board of Directors comprises of Managing Director, one Non- executive Promoter Director and three Non Executive Independent Directors. The composition of the Board of Directors and their attendance at the Board Meetings during the year and at last Annual General Meeting of the Company as also the number of Directorship/Chairmanship of Board and Chairmanship/Membership of Committees (as stipulated in clause 49 of the listing agreement) of other Indian Public Limited Companies are as follows:
a. Number of directorships excluding directorship in foreign company, alternate directorships, Companies registered under Section 8 of the Companies Act, 2013 and private companies.
b. Committee includes Shareholders'/Investors' Grievance Committee and Audit Committee.
3. AUDIT COMMITTEE:
As on 31st March, 2014 the Audit Committee comprised of two Non-Executive, Independent Directors and one Promoter Director. The terms of reference to the Audit Committee are wide enough to cover all matters specified under the Listing Agreement and the Companies Act, 1956 & 2013.
4. STAKE HOLDERS RELATIONSHIP COMMITTEE:
The terms of reference of the Shareholders'/Investor's Grievance Committee comprise of redressal of shareholders'/investor's complaints. The Committee consists of two Non-Executive, Independent Directors and one Promoter Director. The Secretary of the Company acts as the Secretary to the Committee.
5. Nomination and Remuneration Committee:
The Company constituted Remuneration committee. The terms of reference to the Nomination and Remuneration Committee are wide enough to cover all matters specified under the Listing Agreement and the Companies Act, 2013.
The Remuneration Committee as on date comprises of three members i.e. Mr. Narendra Khurana, Mr. Akash B. Shah, Mr. R. N. Swami. All of them are Non-Executive Independent Directors. The Chairman of the Committee is Mr. Akash B. Shah who is a Non-Executive and Independent Director. The Secretary of the Company acts as the Secretary to the Committee. During the year under review, for lack of business agenda no meeting of the Committee was held.
During the year, there was no transaction of material nature with the Directors, management and their relatives etc. that have any potential conflict with the interest of the Company at large except, as disclosed under the related party transaction as per the Accounting Standard 18 Related Party Disclosures' issued by the Institute of Chartered Accountants of India which are set out in the Annual Report. The significant accounting policies which are consistently applied have been set out in the Notes to the Accounts.
Further, the Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. The Company may also take up the non-mandatory requirements of Clause 49 in due course of time.
8. MEANS OF COMMUNICATION:
The Company communicates with the shareholders at large through its Annual Reports, publication of financial results, press releases in leading newspapers and by filing of various reports and returns with the Statutory Bodies like Stock Exchanges and the Registrar of Companies. The Quarterly Financial Results are published in prominent daily newspapers.
9. GENERAL SHAREHOLDERS' INFORMATION
I) 17th Annual General Meeting
Date : 29th September, 2014
Time : 10.00 AM
Venue : 138, Laxman Path, Shyam Nagar, Jaipur- 302019
ii) Financial Calendar 2014-15
First Quarter Results : August, 2014
Second Quarter Results : November, 2014
Third Quarter Results : February, 2015
Annual Results : May, 2015
iii) Dates of Book Closure : 24.09.2014 to 29.09.2014
iv) Dividend : No dividend has been recommended by the Board of Directors
v) Listing : The equity shares of the company are listed on Bombay Stock Exchange Limited, Mumbai (BSE). Stock Code: 532825.
vii) The Company has duly paid the listing fee to the aforesaid Stock Exchange for the financial year 2014-15.
Registrar & Transfer Agent:
The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt with by M/s Link Intime India Private Limited at the address given below: Link Intime India Private Limited 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, Near PVR Naraina New Delhi-110028, Ph.: 011-41410592, 94
ix) Share Transfer System:
The share transfer activities under physical mode are carried out by the RTA. Shares in physical mode which are lodged for transfer are processed and returned within the stipulated time. Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. Bad deliveries are promptly returned to Depository Participants (DP's) under advice to the shareholders.
xii) Dematerialization of shares:
As on 31st March, 2014, 87.531 % of the Capital comprising 1, 36, 54,985 shares out of total 1,56,00,000 were dematerialized.
xiii) Plant Location:
E228, RIICO Industrial Area, Bagru Extension, Bagru, Jaipur (Rajasthan)
xiv) Address for correspondence : 138 Laxman Path, Shyam Nagar, Jaipur-302019 (Rajasthan)
Telefax : 0141-2296775 E-mail : firstname.lastname@example.org
xv) Corporate Identity Number : L17124RJ1997PLC013498