CORPORATE GOVERNANCE REPORT
The detailed report on Corporate Governance as per the format prescribed by SEBI and incorporated in clause 49 of the listing agreement is set out below. The Company has complied with the statutory requirements comprised in the Listing Agreements/ Regulations/Guidelines/ Rules of the Stock Excbange/SEBI/other Statutory Authorities to the extent possible. In this report, we report the Corporate Governance complied by the Company as under. -
A) MANDATORY REQUIREMENTS
1) COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
"The Company's philosophy on Corporate Governance' lays strong emphasis on transparency, accountability and integrity. The Company has implemented mandatory requirements of the Code of Governance as mentioned in Clause 49 of the Listing Agreement.
2) BOARD OF DIRECTORS Composition and number of meeting held:
The strength of the Board of Directors is four as on 31st March, 2009 consisting of One Promoter Director and three Non-Executive and independent Directors.
The meetings of the Board of Directors are normally held at the Administrative Office of the Company.
The Board meets once in a quarter to review the quarterly performance and financial results.
During the financial year 2008-2009,Six meetings of the Board of Directors were held on 30th April 2008, 24th June 2008, 30th June 2008, 30th July 2008, 23rd October 2008 and 31st January 2009.
• None of the directors are members of more then 10 Board Committees or a Chairman of more than five such Committees as required under the. clause 49 of the Listing Agreement. The same is also evidenced from the above.
• None of the above referred Directors except Mr. Kirit V. Babaria, who is the Director of Vraj Packaging Pvt. Ltd., Ferris Infratech Private Limited, Magnum Coal and Oil Private Limited, Neelesh Industrial Agency Private Limited have any material pecuniary relationship or transactions with the Company, its Promoters or with the Management, which in the judgment of the Board would affect the independence or judgment of the Directors. The Company has not entered into any materially significant transactions with its promoters, Directors or their relatives Or with the Management etc. that may have potential conflict with the interest of the Company at large.
Reappointment of Director:
1. Mr. Kirit V.Babaria, who retires by rotation during the ensuing Annual General Meeting and being eligible offers himself for reappointment,
Mr. Kirit V.Babaria is having vast experience in cement trading, logistics, and general business management. He holds directorship/ membership in the committees in the following Companies
a. Vraj Packaging Private Limited -Director
b. Ferris Infratech Private Limited -Director
c. Magnum Coal and Oil Resources Private Limited- Director
d. Neelesh Industrial Agency Private Limited - Additional Director
He is also Member of the Audit Committee and Shareholder/Investor Grievance v Committee of your Company He holds 180800 equity shares of the Company i.e. 4.60% of paid up capital of the company.
2. Mr. Harshad Shah, who retires by rotation during the ensuing Annual General Meeting
Mr.Harshad Shah is a person having experience over 25 years in the field of various business enterprises. He has been associated with packaging and cement industry. He' is also having wide experience in marketing of the packaging materials.
Mr.Harshad Shah is not a member of any committees,in any Company.
He holds 1600 equity shares of the Company i.e. 0.04% of paid up capital of the company.
At the Board meetings of the Company the Directors are being provided information stipulated in clause 49 of the Listing Agreement. The Board has a formal schedule of matters reserved for its consideration, which includes reviewing performance.The Company has designed the required information system for the purpose.
Role of independent Directors:
The independent Directors play an important role in deliberations in the Board Meetings, and bring to the Company, their wider experience in the fields of Accountancy, Finance, Management, etc.
3) AUDIT COMMITTEE
The composition, procedure, role / function of the Audit Committee are in accordance with the requirements of the Listing Agreement.
The brief terms of reference of.the Audit Committee includes , the following:
• Overseeing the Company's financial report process and disclosure of its financial information.
• To review quarterly and annual financial results before submission to the.Board.
• To discuss with external auditors about the nature and scope of audit during their observation.
• To investigate any matter referred to by the Board.
• To obtain outside or legal or other professional advice.
During the year under review five meetings of the Committee were held on 30th April 2008, 30th June 2008, 30th July 2008, 23rd October 2008 and 31st January 2009 and'the same were attended by all the Members.
Mr.Ashwin K. Doshi, Chairman, Mr.Kirit V. Babaria and Mr. Bharat Shah members of the Audit Committee were present at the last Annual General Meeting held on 30th September, 2008.
The minutes of the Audit Committee are noted at the meeting of the Board of Directors of the Company.
3) SHAREHOLDERS/INVESTORS GRIEVANCES COMMITTEE Functions of the Committee: . ;
The Shareholders/ Investors* Grievance Committee of the Board meets periodically for investors' complaints related to share transfer, transmission, transposition, split, issue of duplicate certificates, re-materialisation, dematerialization and,non-receipt of Annual Report etc.'and also delegate powers to the executives of the Company to process transfers etc.
During the financial year ended 31st March 2009 there were no materially significant related party transactions with the Company's Directors or their relatives.
Though the trading of securities are suspended for trading from the Stock Exchange The Company has complied with all the statutory requirements comprised in the Listing Agreements/ Regulations/Guidelines/ Rules of the Stock Exchange/SEBI/other Statutory Authorities.
5) MEANS OF COMMUNICATIONS
The Company has sent the annual report/ Directors-Report to all the shareholders.
Un Audited/Audited Quarterly Financial Results are published in Navbharat Times and Navshakti, Mumbai.
6) GENERAL SHAREHOLDER INFORMATION
Date: 30th September, 2009
Time: 10.00 A.M.
Venue: Matunga Gujarati Club Limited, N, M. Parekh Marg, Near Arora Cinema, Matunga (Central Railway), Mumbai 400 019
1st April 2008 to 31st March 2009.
Date of Book Closure:
From Wednesday, September 23, 2009 to Wednesday, September 30, 2009 (Both days inclusive)
Listing of Securities and Stock Code:
Mumbai Stock Code No.: 507884
There- was no trading of the Company's Shares on the above Stock Exchange during the aforesaid period.
Registrar and Share Transfer Agent:
M/s Purva Sharegistry (India) Private Limited
No-9, Shiv Shakti Industrial Estate, Ground Floor, J.R.Boricha Marg, Opposite Kasturba Hospital, Lower Parel, Mumbai - 400011 Tel. No. 23016761, 23012517. Contact Person: Mr. Rajesh Shah
Demat ISIN Number for CDSL ISIN number has been issued to.Equity Shares by CDSL is INE679D01017
The Company has not issued any GDRs or ADRs.
The Company has only one manufacturing plant situated at Survey No. 227-R Village Dahefi, Bhilad-396 105, Taluka-Umergam, Dist. Valsad, Gujarat.
Address for correspondence:
184, Samuel Street, 18, Hazira Mansion, 2nd Floor, Mumbai- 400 009.