REPORT ON CORPORATE GOVERNANCE
1. CORPORATE GOVERNANCE
We are an environmentally conscious corporate, fostering excellence, innovation and creativity. We enable people to enjoy their work and delight all who come in our association. We remain committed to develop entrepreneurship in our people and continuously upgrade and innovate technologies and products to delight our customers in ail our business,
2. BOARD OF DIRECTORS
The Board of Directors comprises of eight Directors of which two are promoter directors, four independent/no n executive directors and one nominee director each from a Financial Institutions and Bank.
During the year under review, 6 Board Meetings were held on IWay 29, 2009, June 30, 2009, July 30 2009, September 24, 2009, October 30, 2009 and January 28, 2010, The composition of the Board of Directors and attendance of the Directors at the Board meetings during the year and at the last Annual General Meeting as also number of other directorship in Indian Public Limited Companies
3. AUDIT COMMITTEE
The Audit Committee comprises of 3 Independent/Non Executive Directors and the Sr. Vice-President (Finance & Secretary) is the Secretary to the Committee. Prof.K.N;Vaid, Chairman of the Board, is the Chairman of the Audit Committee. The Committee met 4 times during the year under review on May 29, 2009, June 30, 2009, July 30, 2009 and October 30, 2009; the attendance of the members at the meetings
Consequent upon resignation by Sh. P.P. Khanna & Sh. R.K. Jain from the Board of the Company, they ceased to be the members of the Audit Committee, in the view of this, the Board reconstituted the Audit Committee w.e.f. 28.01.2010 by appointment of Sh. Anil Kumra and Sh. Gurmit Shoor as members thereof. The role and powers of the Audit Committee are as laid down under the relevant clauses of the Listing Agreement and Section 292(A) of the Companies Act, 1956.
4. REMUNERATION OF DIRECTORS
The Executive Directors of the company are being paid remuneration as recommended by the Remuneration Committee constituted in terms of Schedule Xlli of the Companies Act, 1956 and approved by the Central Government.
Non Executive Directors of the Company hold 4375 equity shares in the company. They are paid remuneration by way of sitting fees only for attending the Meetings of the Board of Directors and Committees thereof. The details of remuneration paid to the directors during the year 2009-10
5. SHAREHOLDERS/INVESTORS GRIEVANC: COMMITTEE
The shareholders/investors Grievanc Committee remains constituted to look into th redressai of investors' grievances. Th Committee comprised of Shri P.P. Khanna & Sh Anil Kumra, Directors; Shri Arun Bara, Managing Director S Shri Prathemesh Barar Executive Director of the Company.The Compan has over 34689 shareholders. Shri P.P. Khanna, a non-executive directc headed the Committee upto 1.11.200E Consequent upon his resignation from th Board, the Board re-constituted the committe' w.e.f, 28.01.2010 by appointment of Sh. Aute Singh as a member in his place. Thereafter, th. committee is headed by Sh. Autar Singh, Sh. B.J Shah, Sr.Vice-President (Finance & Secretary is designated as the Compliance Officer ti oversee the investors' grievances. During thi year 2009-10, the company did not receive an investor complaint. No transfer application wa.' pending for registration of transfer as oi 31,03.2010. The Committee met twice during tht year under review on 25,04,2009 & 07,08.2009 Attendance of the members at the meetings
(1) There are no materially significant transactions with the related parties viz., Promoters, Directors, Senior Management, their Subsidiaries or relatives conflicting with Company's interest at large.
(ii) No penalties or strictures have been imposed on the Company by Stocl< Exchanges or SEBl or any statutory authority on any matter related to capital marl<ets during last three years.
(iii) All the Board members and Senior Management personnel have affirmed compliance with the code of conduct.
8. MEANS OF COMMUNICATION
The quarterly, half yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board. These are also normally published in the Pioneer (English edition) and Hari Bhoomi (Hindi edition) newspapers.The presentation as to the Company's performance etc. are made to the Institutional Investors/Financial analysts as and when considered necessary. The Management discussion and analysis report forms part of this annual report.
9. GENERAL SHAREHOLDERS INFORMATION
i. Annual General Meeting (AGM); The Company has obtained requisite permission from the ROC for extension of time upto 31.12. 2010 for holding the next AGM, Accordingly, the next AGM will be held on Wednesday, the 29th December, 2010 at 9.30 A.M. at Faridabad Industries Association, Bata Chowk, Faridabad-121001.
11. Tentative Financial Calendar 2010-11: First quarter results ; By mid August '10 Half yearly results & Audited Accounts 2009-10; ; By mid November 2010
Third quarter results ; By mid Feb.'l 1 Fourth quarter results : By mid May.'l 1
iii. Book Closure Dates ; From Wednesday, the 22nd December, 2010 to Wednesday, the 29th December, 2010 both days inclusive.
iv. Dividend Payment Date ; Not Applicable V. Listing on Stock Exchanges and Stock Codes ;
Name of the Stock Exchange Stock Code
Bombay Stock Exchange Limited, 500311 Mumbai
National Stock Exchange of India Ltd. Nuchem Mumbai
vii. Registrar and Transfer Agents:
M/s. RCMC Share Registry (Pvt.) Ltd., B-106, Sector-2, NOIDA-201301
viii. Share Transfer System :
The Board of Directors of the Company has delegated the power of share transfer to a Sub-Committee on share transfer, which generally meets twice a month with a view to effect the transfer of shares expeditiously.
xi. DemBterialisation of Sfiares and Liquidity: Ttte trading in ttie Equity Shares of the Company came under compulsory demat category w.e.f. 8.5.2000. The Company's shares are fully available for trading in the depository systems of both IMSDL and CDSL. As on 31.3.2010, 2,26,48,968 equity shares of the Company i.e. 76.35% of equity capital has already come under the electronic form. Those shareholders who have still not got their shares dematerialised are advised to do so, as soon as possible, in view of many advantages of the demat system.
xii. International Security Identification No.: NSDL and CDSL : INE 946A01016
xiii. Outstanding GDR/ADRWARRANTS or any convertible Instruments, conversion date & impact on equity. : Nil
xiv. Plant Locations
Chemical Division ; 54, Industrial Area,
N.l.T. Faridabad-121001 (Haryana)
MOF Division ; 66, K.M. Stone,
Hissar - Tohana Road, Tohana - 126 119 Distt. Fatehabad (Haryana) XV. Address for : 54, industrial Area,
Correspondence N.l.T, Faridabad-121001 (Haryana)
10. Details of Dlrector(s) being re-appointed
Sh. Autar Singh is a post graduate in Political Science from Lucl<now University. He is an industrialist and a businessman based In Faridabad for long. He has held position as Managing Director with various industrial companies. He has also held very high position in Sil^h religious and educational bodies. He was President of Faridabad Industries Association and remains actively associated with it. He is a director with Sirrocco Pressing (P) Ltd. He does not hold any shares in the company. He is not related to any director of the company.
For and on behalf of the Board
Place : Faridabad
Dated : 12.11.2010