The Securities and Exchange Board of India has introduced a Code of Corporate Governance (Code) by way of amendment to the listing agreements with the Stock Exchanges. The Company has complied with the mandatory requirements of the Code.
(I) Company's Philosophy on Corporate Governance :
Corporate Governance implies governance with highest standards of professionalism, integrity, accountability, fairness, transparency, social responsiveness and business ethics for efficient and ethical conduct of business. Your Company's endeavor has been to inculcate good corporate governance practices in its organizational and business systems and processes with a clear goal to not merely adhere to the letter of law to comply with the statutory obligations, but also to center around following the spirit underlying the same.
The Corporate governance practices followed by the Company include the corporate structure, its culture, policies and practices, personal belief, timely and accurate disclosure of information, commitment to enhancing the shareholder while protecting the interests of all the stakeholders.
Your Company is committed to and firmly believes in practicing good corporate governance practices as they are critical for meeting its obligations towards shareholders and stakeholders. The Company's governance framework is based on the following principles which adhere to sound corporate governance practices of transparency and accountability:
• Constitution of Board of Directors with an appropriate blend of Executive and Non Executive Directors committed to discharge their responsibilities and duties.
• Strict Compliance with all governance codes, Listing Agreements, other applicable laws and regulations.
• Timely and balanced disclosure of all material information relating to the Company to all stakeholders.
• Adoption of 'Code of Conduct' for Directors and Senior Management, and 'Code of Ethics' and 'Policy on Prohibition of Insider Trading' and effective implementation thereof.
(II) Board of Directors :
a) The total strength of the Board as on 01.04.2013 was 3 Directors comprising of one Independent Non Executive Director and Two Non Independent Non-executive Directors.
b) During the year ended 31.03.2013, 4 (Four) Board Meetings were held with at least one meeting in every quarter on 29.05.2013, 13.08.2013, 11.11.2013, & 12.02.2014.
Statement of Attendance of each Director at the Board Meetings held during the Year and Last AGM:
(III) Audit Committee
Pursuant to the provisions of Section 292A of the Companies Act, 1956 and the provisions of Clause 49 of the listing Agreement, Audit Committee has been constituted by the Board of Directors. The strength of the Audit Committee as on 01.04.2013 was three members .The strength of the Audit Committee as on 01.04.2013 was three members i.e. Sh. Vidit Jain Ms. Rekha Sharma and Sh. Anand Kumar Aggarwal
b) Terms of Reference
The broad terms of reference of Audit Committee are as follows:
a. Oversight of the Company's financial reporting process and the disclosure of financial information to ensure that the financial statement is correct, sufficient and credible;
b. Recommending to the Board, the appointment, re-appointment or removal of the statutory auditor and cost auditor and the fixation of their audit fees.
c. Reviewing with management the periodical financial statements before submission to the Board for approval, with particular reference to (i) changes in accounting policies and practices, (ii) major accounting entries involving estimates based on exercise of judgment by management, (iii) qualifications in draft audit report (if any), (iv) significant adjustments made in financial statements arising out of the audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with listing and other legal requirements concerning financial statements, (viii) Disclosures of any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc that may have potential conflict with the interest of the company at large;
d. Reviewing with the management performance of statutory and internal auditors, the adequacy of internal control systems and recommending improvements to the management;
e. Reviewing the adequacy of internal audit functions.
f. Discussion with internal auditors any significant findings and follow-up thereon;
g. Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
h. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
i. Approval of appointment of CFO after assessing the qualifications, experience
(iv) Remuneration Committee
The strength of the Remuneration Committee as on 01.04.2013 was three members i.e. Sh. Vidit jain, Ms Rekha Sharma & Sh. Anand Aggarwal. No meeting of Remuneration Committee held during the year 2013-14.
(V) Share Transfer-cum-Shareholders' Grievance Committee
The Committee is vested with the requisite power and authority to specifically look into the redressal of the shareholders'/Debentureholders/ Investors' Grievance.
Presently the Share/Debenture Transfer-cum-Shareholders'/Investors' Grievance Committee consisted of two members - Sh.Vidit Jain and Sh. Anand Kumar Aggarwal.
b) Investors Complaints received and resolved during the year
No complaint was received during the year ended on 31.03.2014.
During the year ending 31.03.2014, 36 Meetings of Share/ Debenture Transfer-cum Shareholders'/ Investors' Grievance Committee were held.
a) Related Party Transactions:
There are no material significant transactions with related parties except those mentioned in the Annual Accounts for the F.Y 2013-14 conflicting with the Company's interest. There was also no instance of non-compliance on any matter related to the Capital Markets during the F.Y 2013-14.
b) Compliance by the Company:
The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities on all matters related to capital market during the last three years.
(c) Code of conduct for Directors and Senior Management:
The Company has framed a Code of Conduct for Directors and senior officers of the Company, which has been complied by the Board members and senior officers of the Company
(VII) Means of Communication:
Half Yearly Report to each household of shareholders:
The Company has not yet started sending the half-yearly reports to each household of Shareholders. But if any shareholder seeks any information, then the same is provided by the Company.
Quarterly results are published in English and Hindi Newspapers as per the requirement of listing agreement with the Stock Exchanges. The same are also faxed to the Stock Exchanges where the company is listed.
(VIII) Shareholders information :
A. Annual General Meeting
Date & Time : Friday the 12th September, 2014 at 10.00 A.M
Venue : Registered Office of the Company at Village Kapriwas (Dharuhera) Distt. Rewari, Haryana
B. Book Closure :
From Saturday the 6th Saturday, 2014 to Saturday the 12th September, 2014 (both days inclusive).
C. Registrar & Transfer Agents :
M/s. Skyline Financial Services Pvt. Ltd., D-153A, Okhla Industrial Area, Phase I, New Delhi is the Registrar and Transfer Agents of the Company for physical and demat segments.
D. Dematerialisation of shares and liquidity
Procedure for dematerialization/ rematerialization of shares Shareholders seeking demat/remat of their shares must approach the Depository Participants (DP) with whom they maintain a demat account. The DP will generate an electronic request and will send the physical share certificates to the Registrar and Share transfer Agent ("the Registrar") of the Company. Upon receipt of the request and share certificate, the Registrar will verify the same. Upon verification, the Registrar will request the National Securities Depository Ltd. (NSDL)/Central Depository Services Ltd. (CDSL) to confirm the demat request. The demat account of the concerned shareholder will be credited with an equivalent number of shares. In case of a rejection of the request, it will be communicated to the shareholder. In the case of remat, upon receipt of a request from the shareholder, the DP generates a request and verification of the same is done by the Registrar. The Registrar then request the NSDL and CDSL to confirm the request. The approval of the company is sought and an equivalent number of shares are issued in the physical form to the shareholder.
94.46% of the total share holdings of equity shares have been dematerialized up to 31.03.2014. Trading in Company's shares is permitted only in demat form w.e.f. 06.09.2000 as per notification issued by the Securities & Exchange Board of India.
E. Listing at Stock Exchanges
The details regarding payment of listing fee to Stock Exchange are given below:
Sl. No. Name of Stock Exchanges -Listing Fee Paid up to -Stock Code No.
1. Delhi Stock Exchange Association Ltd. -2004-05 -A-2
2. The Stock Exchange, Mumbai -2013-14- A-1
The requisite certificate has been obtained from the CEO/ CFO of the Company.
For and on behalf of
The Board of Directors
PLACE : NEW DELHI
DATED : MAY 29, 2014