REPORT ON CORPORATE GOVERNANCE
1.Company's Philosophy on Corporate Governance
As required by the Listing Agreement with Bombay Stock Exchange Limited, the Company has implemented the Code of Corporate Governance and it is committed to the philosophy of good Corporate Governance in letter and in spirit.
2.Board of Directors
a. As on the date of this Report, the Board consists of five Directors (One Executive Director and four Non executive Directors out of whom one is a Woman Director and two are Independent Directors)
b. The attendance at Board Meetings and last Annual General Meeting of each of the Directors during the financial year was as under :
The Company has formulated a Code of Conduct for the members of the Board of Directors and Senior Management personnel of the company. The declaration by the Chairman regarding compliance by the members of the Board and the Senior Management personnel with the said code of conduct is annexed hereto.
As required under the Listing Agreement and the various provisions of the Companies Act. 2013, the Company has also formulated the Risk Management Policy, Whistle Blower Policy, Policy on Related Party Transactions, Nomination and Remuneration Policy, Policy on Material subsidiaries and the Code of practices and procedures for fair disclosure of unpublished price sensitive information and the code of conduct to regulate, monitor and report trading by employees and other connected persons.
4.Committees of the Board (a) Audit Committee
Role of the Audit Committee and its terms of reference include reviewing the financial statements, overseeing the Company's Annual Report process and discussions with Auditors.
The Committee presently comprises of Mr. Mahendra Lodha - Chairman, Mr. D. N. Singh and Mr. R. G. Kulkarni.
Four meetings of the Audit Committee were held during the year on May 28, 2014, July 31, 2014, November 11, 2014 and February 11, 2015. The attendance at the Audit Committee meetings of each of the Directors is as under:
(b)Share Transfer Committee
The Board has delegated the power of share transfers to a Committee of Directors comprising of Mr. D. N. Singh (Chairman) and Mr. H. D. Ramsinghani as also to the Registrars and Transfer Agent of the Company who attend to the Share Transfer formalities, transmission of shares, issue of duplicate certificates, issue of certificates on split/consolidation/renewal and demat/remat of Share certificates etc.
Barring certain cases pending in Courts relating to disputes over the title of shares in which the Company has been made a party, no investor complaint is pending for a period exceeding one month.
(c)Nomination & Remuneration Committee
The Nomination & Remuneration Committee determines the managerial remuneration and other employment conditions of the Managing/ Whole Time Directors and Senior Management personnel (one level below the Board) and makes recommendations to the Board of Directors.
The Committee presently comprises of Mr. Mahendra Lodha - Chairman, Mr. H. D. Ramsinghani and Mr. R. G. Kulkarni.
(d)Stakeholders Relationship Committee
The Stakeholders Relationship Committee specifically looks into the redressing of Shareholder's and Investor's complaints relating to Share transfers, Non receipt of Balance Sheet and demat/remat of Share Certificates etc. In terms of Clause 47 of the Listing Agreement, the Company has appointed Mr. R. D. Jog as the Compliance Officer and the investors are requested to register their complaints, if any, on the exclusive email ID : email@example.com
5. Remuneration of Directors
No remuneration was paid to the Whole Time Director (Technical Director) during the year under review.
The Non-Executive Directors are not paid any remuneration except sitting fees for attending meetings of the Board or committees thereof. Details of Sitting Fees paid to the Non-Executive Directors are as follows :
a)The Company is in compliance with all mandatory requirements of Clause 49 of the Listing Agreement except that as on the date of this report one half of the Board of the Company does not consist of Independent Directors as required by the proviso to Clause 49(II)(A)(2)
b)All transactions entered in to with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arms length basis.
c)There were no transactions of material nature with the Directors or the Key Managerial Personnel or their relatives during the financial year which could have potential conflict with the interests of the Company at large. Transactions with related parties as per requirements of Accounting Standard - 18 are disclosed elsewhere in the Annual Report. None of these transactions have potential conflict with interest of the Company at large.
d)No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority on any matter related to the capital markets during the last three years.
e)The Company has formulated a Whistle Blower Policy under which all personnel have access to the Audit Committee and no personnel has been denied access to the audit Committee during the year under review.
f)In the preparation of the financial statements, the Company has followed Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant Accounting policies which are consistently applied are set out in the Notes to the financial statements.
g)Adoption of non mandatory requirements of Clause 49 of the Listing Agreement is reviewed by the Board from time to time.
9.Means of communication
a)The Company has not made any presentation to the institutional investors or analysts.
b)The unaudited quarterly results are announced within forty five days from the close of the quarter and the Audited results are announced within sixty days from the close of the financial year. The financial results are immediately sent to the Stock Exchanges and published in an English language newspaper and a local language newspaper and also uploaded on the website of the Company.
10. General Shareholder Information:
Financial Year : 31st March, 2015
Annual General Meeting : September 30, 2015 at 10.00 a.m. At Babasaheb Dahanukar Hall, Oricon House, Maharashtra Chamber Of Commerce Path, Fort, Mumbai 400001
Dates of Book Closure : September 23, 2015 to September 30, 2015 (both days inclusive)
Dividend payment date : Not Applicable
Listing on Stock Exchange : Bombay Stock Exchange Ltd.
Stock Code : 500358
ISIN : INE 783A01013
The Company has paid listing fees to the Bombay Stock Exchange for the period up to March 31, 2016.
12. Registrars & Transfer Agent
Link Intime India Private Limited C - 13, Pannalal Silk Mills Compound, L. B. S Marg, Bhandup (West), Mumbai 400078 Tel : 25963838; Fax : 25946969; Email : firstname.lastname@example.org Website : www.linkintime.com
13.Share Transfer System
The Share Transfers which are received in the Physical Form are processed well within prescribed statutory period from time to time, subject to the documents being valid and complete. The Transfers etc. approved by the Share Transfer Committee are also noted at every meeting of the Board of Directors.
16.Dematerialization of shares as on March 31, 2015 :
84.88% of the Company's total equity share capital representing 88,86,930 shares are held in dematerialised form.
17.Plant Location :
Village Vashivalli, Savroli Kharpada Road, Patalganga, Dist. Raigad, Maharashtra
18.Address for Correspondence:
Shareholders should address all correspondence to the Company at its Corporate Office at 51/52, Free Press House, Nariman Point, Mumbai 400 021 or to the Registrars and Transfer Agent - Link Intime India Private Limited at C - 13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400 078.
19.Other Matters :
a)An office for the use of the non-executive Chairman is made available whenever required.
b)Half yearly financial results including summary of significant events in the past six months are presently not being sent to the Shareholders.
c)There is no formal policy at present for training of the Board members as all the Board members are eminent and experienced professionals.
d)The replies to the Qualifications in Auditors Report on the financial statement are given in the Directors Report.
20.Appointment/Reappointment of Directors:
Mr. D. N. Singh is proposed to be reappointed at the forthcoming Annual General Meeting and Mrs. N. H. Ramsinghani is proposed to be appointed as a Director at the forthcoming Annual General Meeting. The relevant information about the said Directors is given in the Notice convening the Annual General Meeting.
DECLARATION REGARDING COMPLIANCE WITH THE COMPANY'S CODE OF CONDUCT
The Company has framed a specific Code of Conduct for the members of the Board of Directors and the Senior Management Personnel of the Company pursuant to Clause 49 of the Listing Agreement.
The Company has, in respect of the Financial Year ended March 31, 2015, received from the members of the Board of Directors and the Senior Management Personnel a declaration of compliance with the Code of Conduct as applicable to them.
For and on behalf of the Board
H. D. RAMSINGHANI
Dated : August 4, 2015
Place : Mumbai