REPORT ON CORPORATE GOVERNANCE
(As required by Clause 49 of the Listing Agreement of the Stock Exchanges)
1. Company's Philosophy
The Company firmly believes in and endeavours to practice good corporate governance even in adverse circumstances.
2. Board of Directors
A. Non- Executive Directors Compensation
None of the non- executive directors are paid any remuneration.
Shri D.H. Pai holds 5 shares of Rs. 10/- each. Except Shri D.H. Pai none of the other non- executive directors hold any shares in the company.
B. Independent Directors
The independent directors are not related to promoters or management at the board level. They review at every board and committee meeting financial, operational, legal and BIFR compliance reports prepared by the Company
C. Code of Conduct
The Board has laid down a code of conduct for Board Members and senior management personnel of the company The Board members and senior management personnel have affirmed compliance With the said code of conduct.
3. Audit Committee
The Audit Committee comprise of 4 Independent Non-Executive Directors, and 1 Non- independent Executive Director. The terms of reference to the Audit Committee cover the matters specified under Clause 49 of the Listing Agreement as well as in Section 292 A of the Companies Act, 1956 such as oversight of the company's financial reporting prices recommending the appointment / reappointment of statutory auditors: reviewing with the management annual financial statements; quarterly financial statements and other matters as covered under role of audit committee in clause 49. The audit committee has powers, inter-alia, to investigate any activity within its terms of reference and to seek information from any employee of the company/ company's subsidiary as well as seek outside legal and professional advice.,
The members of audit committee have knowledge on financial matters. The Chairman of the audit committee is an independent director.
The Statutory Auditors and finance personnel are invitees to the meetings of the audit committee.
The audit committee reviews all the information that are required to be mandatorily reviewed by it under Corporate Governance.
4. WHISTLE BLOWER POLICY
The company has not framed any whistle blower policy However, no personnel has been denied access to the audit committee.
The company has not adopted non-mandatory requirements of clause 49. However the particulars relating to Remuneration Committee are given in this report.
5. SUBSIDIARY COMPANY
The Company has no subsidiary company
A. Related Party Transactions
Particulars of transactions between the Company and its related parties as per Accounting Standards is set out in notes to accounts in the Annual Report. However, these transactions shall not have any conflict with the Company's interest.
B. Risk Management
The Board of Directors have been informed from time to time the business risks faced by the Company and the steps taken by the management to face them.
C. Proceeds from Initial Public Offerings (IPOs)
The Company has not made any IPO during the year.
The Company has compiled with the requirements of regulatory authorities on matters related to Capital markets and no penalties/structures have been imposed against the Company during the last three years.
7. Remuneration Committee
Remuneration Committee consists' of all non-executive directors - Mr. D. H. Pai, Chairman, Mr. F. S, Broacha and Mr. Roger C. B. Pereira, Mr. S. Srinivasan (Special Director) - to function in the manner and deal with the matters as required under the applicable provisions of laws and Clause 49 of the Listing Agreement. The committee met once during the year on January 14, 2010
8. Means of Communication
a) Quarterly results are published in The Free Press Journal (English) and Navshakti (Marathi). The annual reports are mailed to shareholders of the Company
b) Management's Discussions & Analysis Report forms part of this annual report, which is also being mailed to ail the shareholders of the Company
c) Particulars of the Company its business and operations are available on the Corporate website www. raspropack.com.
9. General Shareholder Information
i Annual General Meeting
Date and Time : 20th January, 2011 at 9.00 a.m.
Venue : 36 Kms. Stone, Waki Khurd, Pune Nasik Highway Chakan, India 410501
ii. Financial Calendar : October 2009 to September 2010.
1st Quarter results : 2nd week of January 2010
2nd Quarter results : 2nd week of May 2010
3rd Quarter results : 1st week of August 2010
4th Quarter results : 2nd week of November,2010
iii. Date of Book Closure :
18th January 2011 to 20th January 2011 (both days inclusive).
iv. Dividend Payment Date :
Not applicable as the Board has not recommended any dividend.
v. Listing on Stock Exchange and Stock Code (Physical) :
Bombay Stock Exchange Limited, Stock Code- 500361 and Pune Stock Exchange Limited, Stock Code - 26572.
vi. ISIN Number of NSDL and CDSL : ISIN NO.INE279B01028
10. Registrar & Share Transfer Agent
Satellite Corporate Services Pvt. Limited, (a SEBI registered Registrar)
B-302, Sony Apartments, Opp. St. Jude High School,. Off Andheri KurIa Road,
Jarimari, Skinaka Mumbai - 400072
Tel # 022 28520461,
Fax # 022 28511809.
Contact Person Mr. Maichal Montario - Director
Since trading in the Company's shares can now be done only in dematerialized form, request for demat and remat should be sent directly to Satellite Corporate Pvt. Limited, B-302, Sony Apartments, Opp. St. Jude High School, Off Andheri KurIa Road,Jarimari, Skinaka Mumbai - 400072. Shareholders have the option to open their accounts with either NSDL or CDSL as the Company has entered into Agreements with both these Depositories.
11. Share Transfer System
Share transfers are registered and duly transferred share certificates are returned to the lodger within a period of thirty days from the date of receipt, if the documents are otherwise in order. The Share Transfer and Shareholder's / Investors Grievance Committee meets as often as possible to approve transfers and related matters as may be required.
12. Factory & Registered office Location
The Company's factory and registered office is located at 36 Kms Stone, Waki Khurd. Pune Nasik Highway, Chakan, India 410 501.
13. Address of correspondence
Correspondence to the Company should be addressed to 36 Kms Stone, Waki Khurd, Pune Nasik Highway, Chakan, India 410501.
Shareholders correspondence should be addressed to Satellite Corporate Services Pvt. Limited, B-302, Sony Apartments, Opp. St. Jude High School, Off Andheri Kurla Road, Jarimari, Skinaka Muinbai - 400072
The above Report has been placed before the Board at its meeting held on and the same was approved on January 14, 2010.
14. CEO/CFO Certificate
A certificate from the Managing Director of the Company in terms of clause.49 (V) of the Listing Agreement was placed before the Board meeting held on November 15. 2010..
As provided under Clause 49 of the Listing Agreement with the Stock Exchange, the Board Members and the Senior Management personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the year ended September 30, 2010.
15. Auditors' Certificate on Corporate Governance
As required by Clause 49 of the Listing Agreement, the Auditors' Certificate is given as an Annexure to the Directors' Report.