REPORT ON CORPORATE GOVERNANCE INTRODUCTION
In compliance with Clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters mentioned in the said clause and on the practices as followed by the Company.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Company's philosophy on Corporate Governance endeavors the attainment of the highest levels of transparency, accountability and responsibility in all operations and interactions with its shareholders, investors, lenders, employees and governments. The Company beliefs that all its operation and action must serve the under lying goal of enhancing over all Shareholders value over sustained period of time.
BOARD OF DIRECTORS
The Board of Directors of the Company consists of Directors having varied experience in different areas with some of them acknowledged as leading professionals in their respective field. The Composition of the Board is in conformity with the provisions of Clause 49 of the Listing Agreement The Board of Directors comprises One Executive Directors and Four Non Executive Directors including three Independent Directors.
There was no material/significant transaction with the directors or the management, their subsidiaries or relatives, etc. that have any potential conflict with interest of the Company at large. (Refer No. 11(B) of Schedule 18 of Notes on Accounts for details of related party transaction.
There has not been any non-compliance by the Company in respect of which penalties or structures were imposed by the Stock Exchange or SEBI or any other Statutory Authority on any matter related to capital markets, during the last three year. The Company has complied with all the mandatory requirements of Clause - 49 of the Listing Agreement. The Company is in the process of adopting the non-mandatory requirements of Clause - 49 in due course of time.
The Audit Committee consists of three (3) Independent Non-Executive Directors viz. Shri. S. K. Dasgupta, Shri B. Choudhuri (upto 8.2.2010) and Shri K. K. Taneja. During the year under review 5 numbers of Meetings were held.
The Key functions of the committee are:-
1. Overview of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the Board for approval.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
7. Reviewing the adequacy of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
8. Discussion with internal auditors any significant findings and follow up thereon.
9. Reviewing the findings of any internal investigations by the internal control systems of a material nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debentures holders, shareholders (in case of non-payment of declared dividends) and creditors.
12. To review the functioning of the Whistle Blower Mechanism, in case the same is existing.
The members of the committee are accomplished professionals in the fields of Finance, banking, law and administration. The chairman is ex-chairman of Institute of Chartered Accountants of India with over three decades of senior/board level experience in Accounts & Audit.
The Committee comprises of three Non-Executive Independent Directors. The Chairman of the Committee is independent Director
REMUNERATION OF NON-EXECUTIVE DIRECTORS
This remuneration package of non-executive directors consists only of sitting fees of Rs. 4,000/- per head.
SHAREHOLDERS GRIEVANCES COMMITTEE
The term of reference of the Shareholders Grienvances Committee is to look into the redress of shareholders complaints and review of the service to the Investors. The committee reviews the personal of shareholders grievances such as transfer of shares, non-receipt of Annual Reports.
The members of the Committee comprises of two Non-executive Independent Directors including the chairman of the committee and the Chairman of the Board as member of the committee.
SHARE TRANSFER COMMITTEE
The committee presently comprising of Two Non-Executive Director and two Executives of the Company.
1. Sri J. K. Jhunjhunwala
2. Sri Kishan Sharma
The committee overseas the transfer of shares lodged for transfer. The company's Registrar Maheshwari Datamatics Ltd., have adequate infrastructure to process the shares transfer activities. They also look after dematerialisation and rematerilisation work. In compliance with the listing agreement half yearly compliance certificate is issued by a Practising Company secretary and filed with the stock exchanges where the company's shares are listed. The company and filed with the Stock Exchanges were the company's shares are listed. The company also submits on a quarterly basis the secretarial Audit Report issued by a Practising Company Secretary inter alia confirming that the equity shares of the company held in dematerialised form and in physical form tally with the issued and paid up capital of the company.
The committee met 24 times during the financial year 2009-2010.
MEANS OF COMMUNICATION
In compliance with the requirements of Listing agreement, the company intimates quarterly unaudited financial results to the Stock Exchanges after they are examined and recommended by the Audit Committee and taken on record by the Board. The financial results are normally published in New Indian Express. Bhubaneswar edition and Utkal Maiil, Rourkela edition. The results are not sent individually to the shareholders. The annual audited results are communicated to the shareholders along with the Annual Report. The Compliance Report on Corporate Governance and other reports as required under the listing agreement are submitted tot he stock exchanges.
Management Discussion and Analysis Report forms part of the report of the Directors.
GENERAL INFORMATION FOR SHAREHOLDERS
1. Date, time and venture of the 27, December, 2010
Annual General Meeting 11.00 AM at the Registered of the Company Office at No. 1, Civil township Rourkela - 769 004
(ii) Financial Calendar 2010-11 Board Meetings to take on record Results :
Unaudited Provisional financial
For Quarter ending on 30, 06.2010
For Quarter ending 30.09.2010
3rd week of November, 2010
For Quarter ending 31.12.2010
2nd week of February, 2011
For Audited Financial results for the year ending 31.03.2011:
Last week of July, 2011
(iii) Book Closure Date
18th December to 27th December, 2010 (both days inclusive)
Dividend has not been recommended by the Board.
LISTING ON STOCK EXCHANGE: Code No.
The Mumbai Stock Exchange: 512616
Phiroze Jeejeebhoy Towers Dalai Street, Mumbai
Tfie Company applied during tfie year for delisting of its equity shares from Stock Exchanges at Bhubaneswar and Kolkata.
REGISTRAR AND SHARE TRANSFER AGENT
M/s. Maheshwah Datamatics Pvt. Limited, 6 Mangoe Lane, (Surendra Mohan Ghosh Sarani) Kolkata - 700001 are the Registrar and Share Transfer Agent.
Exclusive E-mail ID for redressal of investor complaints
In terms of Clause 47(f) of the Listing Agreement, please use the following contacts for redressal of Investor Compliants :
E-mail : firstname.lastname@example.org / email@example.com
Compliance Officer: Sri A. Banerjee, Company Secretary
SHARE TRANSFER SYSTEMS
Share transfer in physical form is normally effected within a maximum period of 30 days from the date of receipt, if the documents submitted are in order The share Transfer Committee approves the transfers.
The Company has appointed Maheshwari Datamatics (P) Ltd. of Kolkata as Shares Transfer Agent. They have been dealing with company's shares dematerialisation work also.
DEMATERIALISATION OF SHARES
The Company has made arrangement with National Securities Depository Ltd. (NSDL) & Central Depository Services Ltd. (CDSL) for demat facility and M/s. Maheshwary Datamatics Pvt. Ltd. has been functioning as Registrar for the purpose. ISIN No. INE165EO1015 has been allotted to the Company.
SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL
As stipulated by SEBI, a qualified practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit is carried out every quarter and the report thereon is submitted to the Stock Exchange where the Company's share are listed .The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
COMPLIANCE CERTIFICATE OF THE AUDITORS
The Company has obtained a certificate from the Statutory Auditors of the company regarding compliance of Corporate Governance as stipulated in clause 49 of the Listing Agreement. All material requirements with respect to Corporate Governance as stipulated in the Listing Agreement have been complied with.
ADDRESS FOR CORRESPONDENCE:
Orind Exports Limited
No.1, Commercial Area, Civil Township, Rourkela 769 004 Dist: Sundargarh (Orissa)
Telephone; +91 661 2400320/2401355, Fax: + 91 661 2400416