Novopan has been regularly implementing the best practices of Corporate Governance to ensure the attainment of total transparency, accountability and integrity. The objective extends, not merely to meet with statutory requirements but also to go beyond them by putting into place procedures and systems, which are in accordance with best practices for governance. Corporate Governance at Novopan Industries Limited means being responsive to aspiration of all the shareholders, employees, government, general trade and the public. The compliance report of the company, in accordance with the Stock Exchange Regulations and Listing Agreement is presented below:
1. Board of Directors:
2. Non - Executive Director's Remuneration & Sitting Fees:
The non-executive Directors did not draw any remuneration from the company except sitting fees of Rs.4,000/- for attending each Board Meeting / Committee Meeting. The Company has paid total Rs.64,000/- sitting fee to directors during the financial year 2012-13. 3. Board Meetings held in the financial year 2012-13:
During the year, the Board of Directors of the company met four times on 30.05.2012, 11.08.2012, 10.11.2012 and 08.02.2013. The gap between two Board Meetings was within the maximum time gap of four months prescribed in Clause 49 of the Listing Agreement. 4. Attendance of Board of Directors:
The following is the attendance of each Director at the Board Meeting, last Annual General Meeting and number of other Directorship and Chairman/Membership of Committees of each Director in various other Companies. 5. Code of Conduct:
The Company has received declarations from its Directors and Senior Management Personnel affirming their compliance with the applicable code of conduct.
6. Audit committee:
The role / terms of reference of the Audit Committee include the following:
v Reviewing the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
v Reviewing with the Management the Annual Financial Statements before submission to the Board;
v Reviewing with the Management, Statutory and Internal Auditors the adequacy of Internal Control Systems;
v Discussion with Internal Auditors on any significant findings and follow-up thereon;
v Review the Company's accounting and risk management policies;
v Looking into the reasons for substantial defaults in the payment, if any, to depositors, shareholders (in case of non-payment of declared dividends) and creditors;
v Recommend the appointment and removal of Statutory Auditors and fixation of Audit Fees and approval for payment for any other services.8. Remuneration Committee: Composition of remuneration Committee: The Remuneration Committee of the company comprises of four Non-executive Directors viz., Sri M P Murti as Chairman (Independent Director), Smt G Indira Krishna Reddy (Non-executive Director) Sri A Issac George (Independent Director) and Sri Y Rama Murty (Independent Director) as its members.
Details of Remuneration paid to the Whole time Directors for the year : The aggregate value of salary and perquisites paid for the year ended 31st March, 2013 to Sri S A Naqui, Executive Director of the Company was Rs. 15.40 lakhs. Remuneration Policy: There is a Sub Committee of Board viz., Remuneration Committee which studies the remuneration policy and fixes the remuneration of non-executive and executive directors. The Company has one whole time director i.e. Executive Director and his salary has been fixed by the shareholders at the Annual General Meeting. The non-executive directors do not draw any remuneration from the company except sitting fees.
9. Disclosures by management to the Board
All details relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the Board, and the interested Directors neither participate in the discussion, nor do they vote on such matters. 10. Shareholders' / Investors' Grievance Committee:
In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Board of Directors of the Company has constituted an Investor Grievance Committee comprising of four Non-executive Directors viz., Sri M P Murti as Chairman (Independent Director), Sri A Issac George (Independent Director), Sri Y Rama Murty (Independent Director) & Smt G Indira Krishna Reddy (Non-executive Director) as its members.
The Investor Grievance Committee specifically looked into the redressal of Investor grievances pertaining to - Transfer of Shares, Payment of Dividend, Dematerialization of Shares and issue of Duplicate shares Certificates etc.,
The total number of queries / correspondence received and resolved to the satisfaction of the shareholders during the year under review is given below.
11. CEO/CFO Certification:
A certificate from Executive Director and Finance Head on the financial statements of the company was placed before the Board.13. Other Disclosures:
Related party transactions: There were no materially significant related party transactions, which had potential conflict with the interests of the Company at large. Transactions with the related parties are disclosed in Notes to the Accounts in the Annual Report.
There were no instances of non-compliance, penalties and strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter relating to capital markets during the last three years. 14. Means of Communication:
The quarterly financial results are generally published in "Financial Express" and "Andhra Prabha" and the same is being intimated to Stock Exchanges where the shares of the company are listed. 15. Share Transfer System:
The Board of Directors has appointed XL Softech Systems Limited as Share Transfer and Registrar Agent, for affecting the transfers and other related works of the company. The transfers, which are received in physical form are registered and returned within a period of fifteen days from the date of receipt, if the documents are valid and complete in all respects. The transfer of share in physical form is affected on fortnightly basis by the Share Transfer Registrar and the transfer of shares in electronic form is affected through the Depository Participant.
17. Dematerialization of Shares:
The equity shares of the Company are being traded compulsorily in dematerialized form and as on 31st March, 2013 total number of 1,15,38,784 equity shares of the face value of Rs.11.54 crores, representing 96.88% of the equity share capital have been dematerialized.
1. Annual General Meeting Date,
Time & Venue26th December, 2013 at 11.30 am.
“Sathya Sai Nigamagamam”, 8-3-987/2, Srinagar Colony, Hyderabad – 500 073
2. Financial Calendar 2013-14 Reporting of financial results for each quarter is done in the following month for the relevant quarters & for the financial year ending 31st March, is done during the month of May.
3. Dates of Book Closure From 23rd December, 2013 to 26th December, 2013 (both days inclusive)
4. Listing on Stock Exchanges Bombay Stock Exchange Ltd. (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001
The National Stock Exchange of India Ltd. (NSE)
Bandra Kurla Complex, NSE Exchange Plaza Bandra(East), Mumbai – 400 051
5. Listing Fees Paid to both the above Stock Exchanges up to Financial Year 2013-14..
6. Stock Code ‘500310’ on the Stock Exchange, Mumbai ‘NOVOPANIND’ on the National Stock Exchange of India
7. Demat ISIN Number in NSDL& CDSL for equity sharesINE460B01016
8. Registered Office
IDA, Phase – II, PatancheruMedak District (AP) – 502 319
Ph : 08455– 242624 / 242625 / 242626 Fax : 08455-241883 E-mail : firstname.lastname@example.org
9. Share Transfer Registrars
(for both Physical & Electronic)
XL Softech Systems Limited
No.3, Sagar Socity, Road No.2 Banjara Hills, Hyderabad - 500034
Ph : 040 – 23545913/15, Fax : 040-23545914 Email : email@example.com
10. Shareholders’ Correspondence Share Transfers in physical form and all other correspondence regarding Duplicate Share Certificates,Dividends, Change of Addresses shall be addressed to M/s XL Softech Systems Limited. – Share Transfer Registrar.