REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2013 2014
(As required under Clause 49 of the listing agreement entered into with the Stock Exchanges)
Philosophy and code of governance
The company firmly believes in good Corporate Governance. The Company has been following the regulatory compliances with strong emphasis on Corporate Governance to protect investors interests in letter and spirit. The Company's objective is to follow practices of good corporate governance in order to safeguard the interest of the Company and its stakeholders.
The Company has established a Code of Conduct, which will ensure a standard of professionalism and transparency into the Company
Board of Directors
The Board comprises of Managing Director, Joint Managing Director and two Non Executive Independent Directors.
During the financial year 2013-14, eight board meetings were held on the following dates:
6th April 2013,8th April 2013,30th April 2013,30th May 2013,7th August 2013,30th October 2013, 31st January 2014 and 24th February, 2014.
Attendance of each Director at the Board Meetings, Last Annual General Meeting and Number of other Directorship and Membership/Chairmanship of the Committee of each Director in public companies is given below:
The agenda is circulated well in advance to the Board members. The Board is also kept informed of the major events/items.
Code of Conduct
The Board has approved Code of Conduct for all the directors and senior management personnel. The Board members have affirmed the compliance with the Code of Conduct. A declaration to this effect signed by the Managing Director forms part of this report.
Details of directors seeking appointment
Details of directors seeking re appointment/appointment are given in the notice convening the annual general meeting.
Details of shareholding by non-executive directors
Non executive directors do not hold any shares in the Company.
The Audit Committee comprises the following members:
1. Mr. Sandesh Madhukar Sawant Chairman Non executive, Independent (Upto 15/10/2013)
2. Mr. Anant Haridas Palan Chairman, Non executive Independent
3. (from 15th October 2013)
4. Mr. Neeraj Kumar Arora Member, Non Executive, Independent
5. Mr. Abhay Narain Gupta Member, Executive, Non independent The Managing Director attends all audit committee meetings.
Terms of Reference
The terms of reference stipulated by the Board to the Audit committee are, as contained under Clause 49 of the Listing Agreement, as follows:
A. Oversight of the company's financial reporting process and the disclosure of its financial information.
B. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
C. Reviewing with management the annual financial statements before submission to the Board, focusing primarily on (i) any changes in accounting policies and practices (ii) major accounting entries based on exercise of judgment by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) 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 Company at large.
D. Discussion with external auditors before the audit commences, nature and scope of audit as well as has post audit discussion to ascertain any area of concern.
Audit Committee Meetings and Attendance
During the financial year ended 31st March 2014, the Audit Committee met four times on 30th May 2013,7th August 2013, 30th October 2013 and 31st January 2014.
The Committee comprises the following members:
Sandesh Madhukar Sawant(Upto 15th October 2013) Non Executive Independent
Anant Haridas Palan (From 15th October 2013) Non executive Independent
Anupam Narain Gupta Executive - Promoter
Neeraj Kumar Arora Non Executive Independent
During financial year ended 31 st March 2014, no director was paid any remuneration either by way of salary or commission or sitting fees. Hence no meeting was held.
Shareholders'/ Investors' Grievance Committee
The Board has authorized the Managing Director to approve share transfers in physical form and issue of duplicate share certificates. The details of share transfers and duplicate issues are furnished to the Company once a fortnight by the Registrar and Share Transfer Agents. The share certificates after approval are delivered within a period of 15 days.
The Shareholders/Investors Grievance Committee at its meeting takes note of the transfers approved by the Managing Director. The Committee also monitors the complaints received from the shareholders and the redressal of such complaints.
During the financial year 2013-14, four meetings were held on 30th May 2013, 7th August 2013,30th October 2013 and 31st January 2014.
Terms of reference
To look into redressal of investors' complaints and requests such as transfer of shares, non receipt of annual reports, etc.
There was no complaint received from the shareholders which was not addressed promptly. There was no
complaint pending as on date of the report.
Disclosures on materially significant related party transaction
None of the transactions with any of the related parties were in conflict with the interest of the company.
Statutory compliances, penalties and strictures
The Company has complied with the requirements of the listing agreements with the Stock Exchanges, SEBI and statutory authority on all matters related to capital markets during the last three financial years. No penalties or strictures have been imposed on the Company by these authorities.
Dematerialisation of Shares and Liquidity
The Company has appointed M/s Beetal Financial & Computer Services Pvt. Ltd. as its Registrar and Share Transfer Agent. The Company has entered the tripartite agreement with NSDL, CDSL and RTA. As of 31st March 2014, 58.40% of the total shares remain dematerialized.
The Managing Director (CEO) has certified to the Board in accordance with clause 49(V) of the listing agreement pertaining to CEO/CFO certification forthe financial year ended 31 st March 2014 There is no CFO as on 31 st March 2014. The certification has been annexed and forms part of this report..
Means of Communication
The Company has been disclosing corporate financial performance i.e. the quarterly, half yearly and annual audited financial results well within the stipulated period to the Stock Exchanges where the shares of the company are listed by means of facsimile transmission and also by sending the copy of results by courier\post immediately after the Board has taken them on record.
The results are published in the newspapers in accordance with the listing Agreement entered into by the company with the stock exchanges where the shares of the Company are listed.
General Shareholders' Information
23rd Annual General Meeting
Date and Time : Tuesday, 30th September 2014. At 2.00 pm
Venue : 503, Western Edge II, Western Highway, Borivali East, Mumbai 400066
Tentative financial calendar :01.04.2014tO 31.03.2015
First quarter results in the last week of July 2014
Second quarter results in the last week of October 2014
Third quarter results in the last week of January 2015
Year end financial results in the last week of May 2015
Annual general meeting in the last week of September 2015
Date of Book Closure
From first week of September to the date of AGM.
Dividend Payment Date
2. Listing on Stock Exchange
The Delhi Stock Exchange Association Ltd.
DSE House, 3/1 Asaf Ali Road,New Delhi-110002
The Bombay Stock Exchange Mumbai
Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400001 The Calcutta Stock Exchange 7, Lyons Range, Calcutta-700 001
Stock Code in BSE : 511557
4. Registrar and Transfer Agent
The Share transfer work has been handled by M/s Beetal Financial &Computer Services Pvt. Limited having its office at BEETAL House, 3rd Floor, 99 Madangir, BH-Local Shopping Complex, Near Dada Harsukhdas Mandir, New Delhi -110 062.
Address of Correspondence:
503. Western Edge II,Western Express Highway,
Borivali East, Mumbai 400066
Telephone: 022-28700270 Fax 022-28702072 Email: profin.capital! @gmail.com