REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE
The Securities and Exchange Board of India (SEBI) constituted the Committee on Corporate Governance to promote and raise the standard of Corporate Governance of listed companies. The Committee has made recommendation on the composition of the board of directors, audit committee, board procedure etc.
The company has taken necessary steps to comply with the clause of 49 of the revised Listing Agreement given below is the repost of the Directors on the Corporate Governance.
REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
The Company believes in functioning in a transparent manner with the basic philosophy being to enhance the Shareholder value, keeping in mind the needs and interest of other stakeholders, in compliance thereof. The following information is placed before the shareholders.
1. BOARD OF DIRECTORS
In line with the requirements of the code of the corporate governance, the board of directors comprises of three members. However, Your Company is trying its level best to accomplish the revised clause-49 of listing agreement.
Company does not have any system of payment of remuneration to independent Directors.
Further during the year, meeting of Board of Directors was held 7 times.
Date of meeting
28/05/2013 19/07/2013 11/11/2013 28/01/2014 14/02/2014 27/02/2014 06/03/2014
The time gap between any two meetings was less than 3 months.
A declaration signed by Mr. Anuj R. Mehta, Managing Director of the company according compliance of sub-Clause (1D) of Clause 49 of the listing Agreement is attached herewith forming part of his Annual Report.
2. AUDIT COMMITTEE
Presently the company has three Directors. The company has independent audit committee which submits its report to the management on monthly basis and action is taken on the same by the Managing Director on regular basis.
Pursuant to the revised clause 49 of the listing agreement, the company has appointed Audit committee consisting of followings:
1. Mr.Himanshubhai D. Sanghavi - Member
2. Mr. Paresh patel - Chairman
2. Mr. Hanumaiah Satish - Member
The scope of committee includes.
a. Review of company's financial reporting process and the financial statement.
b. Review internal control systems and functioning of internal audit process.
c. Post audit review with statutory auditors.
During the year under review, Audit committee met four times where all the members attended meetings.
3. REMUNERATION COMMITTEE
No remuneration was paid to directors during the year. No sitting fees are payable to any Director. Hence, No committee has been constituted.
4. SHAREHOLDERS' COMMITTEE
The company has complied with the requirement of the sub clause VI (A), (B) of the clause 49 of the Listing agreement.
During the year, the company and their Registrar and Share Transfer Agents M/s Sharepro services India Pvt. Ltd. has not received any complaints. It is policy of the company to give reply of shareholders complaint within the time frame prescribed by the SEBI/Stock Exchanges.
The Share received for transfer is approved on 15th and 30th of the each month and are given effect by the Registrar and Share Transfer Agent.
M/s. Sharepro services India Pvt. Ltd. was appointed as common Agent for electronic as well as physical share transfer work.
(A) During the year under review, the quarterly unaudited results were taken on record by the Board of Directors at the end of month of respective quarter. However in terms of clause 41 of Listing Agreement, the same were furnished to the concerned stock exchanges within the stipulated time.
(B) Company has followed accounting standards diligently.
(C) Further, company is in the process of lying down risk assessment system.
(D) Further, company has not received any funds through capital market during the year.
(E) Transaction with related parties have been properly disclosed in notes to accounts and discussed at length by audit committee.
(F) Management discussion and analysis report is attached to and forms part of this report.
(G) Further, Mr. Anuj Mehta, Managing Director of the company as certified to board of directors of the company regarding compliance of sub-clause (v) of clause 49 of listing agreement.
6. MEANS OF COMMUNICATION:
The means of communication between the Shareholders and company are transparent and investor friendly. Steps are being taken to display the corporate results on the EDIFAR & Corporate website, which is being developed.
7. GENERAL SHAREHOLDERS' INFORMATION
Annual General Meeting: (Date, Time & Venue)
Time: 9.00 a.m.
Venue: 4, GIDC Ind. Estate, Phase-1,Vatwa, Ahmedabad 382 445
1st April 2013 to 31st March 2014
Dates of Book Closure (Both days inclusive)
From 26th Sept. 2014 to 30th Sept. 2014
Dividend Payment Date
No Dividend recommended.
8 LISTING OF STOCK EXCHANGE:
The Bombay Stock Exchange Limited :513630
The Ahmedabad Stock Exchange Limited :422130
9 REGISTRAR AND SHARE TRANSFER AGENT:
M/s. Sharepro services India Pvt. Ltd.
13 AB, Samhita Warehousing Complex, Sakinaka Telephone Exchange Lane, Kurla, Andheri Road, Sakinaka, Mumbai - 400 072
Tele : 022- 67720300 Fax: 022-2850892
10 SHARE TRANSFER SYSTEM:
The share transfer work is handled by registrar and transfer agent for the company. Share Transfers are registered and dispatched within a period of thirty days from the date of the lodgments if the transfer documents are correct and valid in all respects.
11 DEMATIRIALISAT10N OF SHARES:
Outstanding GDr\5/ADR5/Warrant$ or any Convertibles instruments and conversion date and likely impact on Equity :
Address for Correspondent
Rajesh Malleables Ltd.,
1 G.I.D.G. Industrial Estate Phase -1 VATVA Ahmedabad -382445
NIL equity share out Of 3500000 Equity shares of the company have been dematerialized as at 31st March, 2014 representing 00.00% of total paid-up capital of the company. !'
For and On behalf of the Board of Directors’
(Mr. Anuj R. Mehta)
Place: Ahmedabad .