REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement)
The Board of Directors of the Company supports the broad principles of Corporate Governance. Given below is a report on Corporate Governance:
A. MANDATORY REQUIREMENTS
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
The company believes in the practice of good Corporate Governance. A continuous process of delegation of powers commensurate with accountability, coupled with trust, faith and transparency has been embedded in the day-to-day functioning. The company will endeavor to improve on these aspects on an ongoing basis.
2. BOARD OF DIRECTORS: l Size of the Board.
The Board of Directors of the Company consists of 6 Directors.
No. of board of meetings held during the year along with the dates of the meeting:
During the year Board Meetings were held on 30.05.2014, 30.07.2014, 31.10.2014, 30.01.2015.
3. CODE OF COUNDUCT
The Board has formulated a code of conduct for the Board Members.
Code of conduct for members of the board and senior management personnel pursuant to clause 49(I) (D) of the listing agreement
The board of directors (the "Board") of the company, apart from the following in actual practice, has adopted the following written code of conduct and ethics (the "Code") for directors and senior management personnel of the company.
Senior management personnel shall mean all senior members of the management team, one level below the executive directors such as Sr. president / president of each division of the company, other functional heads and the secretary of the company. This code is intended to focus on all the board members and senior management personnel on areas of ethics, integrity and honesty, providing guidance to help.
4. AUDIT COMMITTEE :
In terms of clause 49 of the Listing Agreement audit committee of the Company has been constituted.
Composition, Meeting & Attendance
5. NOMINATION AND REMUNERATION COMMITTEE :
The Company has not constituted any Nomination and Remuneration Committee as no remuneration was paid to any of the directors during the year.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE :
• Composition, Meeting & Attendances:
The board of company has constituted a committee of directors, which also functions as 'Stakeholders Relationship Committee', compromising of three members, chaired by a non executive, Independent Directors viz
The Committee deals with various matters relating to:
• Transfer/transmission of shares;
• Issue of duplicate share certificates;
• Review of shares dematerialized and all other related matters;
• Investor's grievances and redressal mechanism.
8. MEANS OF COMMUNICATION
• The board of directors of the company approves & takes on record the quarterly & half yearly financial results in the Performa prescribed by clause 41 of the listing agreement within one month of close of the respective period & Audited yearly financial results in the Performa prescribed by clause 41 of the listing agreement within three months of close of the year.
• The approved financial results are forthwith sent to the listing Stock Exchange & are published in English & Marathi newspaper. The said results are also available at the website of the company.
• Pursuant to Clause 51 of the listing agreement all data related to quarterly financial results, Shareholding Pattern etc. are sent to the Stock Exchanges.
• There were no presentations made to the institutional investors or to the analysts.
• The Management Discussion and Analysis report forms a part of this Annual Report.
9. GENERAL SHAREHOLDERS INFORMATION
01 Registered Office : 3, National House, 1st floor, 27, Raghunath Dadaji Street, Fort, Mumbai - 400 001.
02 Book Closure Date : 21st September to 28th September, 2015
03 AGM Date & Venue : On Monday, the 28th September, 2015at 10.00 a.m. at D-28 /005 Yogi Vihar,Yogi Nagar, Borivali West,Mumbai - 400 091.
04 Listing on Stock Exchange : Bombay Stock Exchange Limited (BSE)
05 Listing Fees : Annual Listing fees as prescribed havebeen paid to the above stock exchange forthe year 2015-16
06 Stock Code : 511702
Demat ISIN NO. INE 290 E01011
07 Key Financial Reporting dates F.Y. : 2014-15
First quarter results ending 30th June : Last week of July 14
Second quarter results ending 30th September : Last week of October 14
Third quarter results ending 31st December : Last week of January 15
Summarised audited results ending 31st March : Last week of May 15
08 Shareholder Assistance Investor Service Department : Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W),Mumbai - 400 078
Dematerialization of shares:
The Company's Shares are traded in the Stock Exchange compulsorily in Demat mode. The Company has enteredin to agreements with National Securities Depository Limited and Central Depository Services (India) Limited, whereby the investors have the option to dematerialize their shares with either depositories.