CORPORATE GOVERNANCE REPORT
(As per Clause 49 of Listing Agreement)
The Company believes in good corporate governance practices as a significant parameter of growth, responsibility, stability, transparency and trust among its stakeholders and implementation of Code of Governance on on - going basis. The aim of company's Code of Governance is to strive for higher levels of Accountability, Transparency, Authority commensurate with Responsibility, Free & Fair dealing and Performance Delivered in all aspects of Operations. Company's strategies, business plans and all actions originate and end at the Code of Governance.
Corporate Ethics :
Company adheres to high standard of business ethics, compliance with the Law of the Land in letter and spirit, and public interest.
Code of Conduct :
The Board members and Senior Managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgement.
The said code has been communicated to all the Board Members and Senior Managers and the compliance of the same has been affirmed by them. The code of conduct will be posted on the new website of the company which is under development.
A declaration signed by the Director affirming the compliance of the code of conduct by the Board Members and Senior managers is given below:
I hereby confirm that,
The Company has obtained from all the members of the Board and Senior Managers affirmation that they have complied with the code of conduct for Directors and Senior Managers in respect of the Financial period 2010-2011.
Prevention of Insider Trading :
The company has laid down Guidelines to its Directors, Management and Staff for prevention of insider trading and also described procedures to be followed in disclosures of dealing in securities.
Risk Management :
The company has thought out and communicated the procedures, to all concerned in the organization as to identification, measurement and evaluation of risks, their classification and mitigation.
Board of Directors :
Number & Dates of Board Meetings :
Total Number of Board Meetings held: 7 (Seven)
Dates of Board Meetings :
27th April, 2010, 22nd July, 2010, 20th August, 2010, 20th September, 2010, 10th November, 2010, 15th December, 2010, 3rd February, 2011.
Committees of the Board :
Audit Committee :
The role, terms and scope of the audit committee are as per Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.
The company has not formed Grievance Committee or Remuneration Committee as these functions are looked after by the Board of Directors directly.
CEO/CFO CERTIFICATION :
The CEO/CFO, i.e. the Director heading the finance function, discharging that function has certified to the Board that:
a) They have reviewed financial statements and the cash flow statement for the Twelve months period ended March 31, 2011 that to the best of their knowledge and belief:
i) These statement do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
ii) These statement together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
b) There are to the best of their knowledge and belief no transaction entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.
c) They accept the responsibility for establishing and maintaining internal control for the financial reporting and that they have evaluated the effectiveness of the internal control system of the company, pertaining to financial reporting and they have disclosed to the auditors and to the audit committee deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps they taken or propose to rectify these deficiencies.
d) They have indicated to the auditors and the audit committee
i) Significant changes in internal control over financial reporting during the year;
ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statement; and
iii) Instance of significant fraud of which they have become aware and involvement therein if any, of the management or any employee having a significant role in the company's internal control system over financial reporting.
The above Certificate was placed before the Board Meeting held on August, 16, 2011
No transactions of material nature have been entered into by the company with the management and their relatives that may have conflict of interest with the company. The register of contracts containing transactions in which Directors are deemed to be interested is placed before the Board, read out and signed regularly.
Transactions with the Related Parties are disclosed in Note No. B7 of Schedule No.15 attached to the accounts in the Annual Report.
There have been no instances of non compliance with Listing Agreement or any Rules
And Regulation relating to capital markets and no penalty or stricture has been imposed or passed by SEBI or Stock Exchanges.
Means of communication :
The Financial Results of the company, book closure notice, any official releases and other intimations to shareholders are communicated to the shareholders directly and to by fax and hard copies.
Shareholders' Information :
28th Annual General Meeting
Day, Date & Time :
Thursday, 29th September, 2011 at 09.00 A.M.
Rusi Mehta Hall, Tulsiwadi, Tardeo, Mumbai-400 004.
Financial Calender (April 2011 to March 2012)
Reporting of Financial Results for Quarter ending 30-June-2011 : On or before 14-August-2011
for Quarter ending 30-September-2011 : On or before : 14-November-2011
for Quarter ending 31-December-2011 : On or before : 14-February-2011
for Financial year and Quarter ending : On or before 31- March-2012 : 14-May-2012
Book Closure :
The Register of Members and Share Transfer Books will remain closed from Saturday, 24-September - 2011 to Friday, 30-September-2011 (both days inclusive).
Registered Office :
519, Navjivan Commercial Society, Bldg.No 3, Lamington Road, Mumbai-400 008.
Dematerilasation of Shares :
The trading in the Equity Shares of the Company has been made compulsory in the Demat Form by all the investors. The Company's Equity Shares are available for trading in the Depository System of both NSDL and CDSL. As on 31.03.2011 49,20,000 Shares representing 98.80% of Equity Shares are held in Demat Mode.
Listing at Stock Exchange :
The company's equity shares are listed on the Bombay Stock Exchange Ltd (Stock Code -506172).The listing fees have been paid foe 2011-2012.
ISIN NO. : INE040K01017 DEPOSITORY : NSDL
Trading Code : BSE "B" Group
Status of Shareholders' Complaints :
There have been no complaints from shareholders.
Details of Directors Shareholding As on 31-03-2011 :
There were no shares held by any Director of the Company as at 31.03.2011
Address for Investors Correspondence :
519, Navjivan Commercial Society, Bldg.No 3, Lamington Road, Mumbai-400 008
Tel No.022-23099793 / Fax No.022-23099793 Email:email@example.com
Registrar and Share Transfer Agents :
(Both Physical and Electronic) :
M/s Sharex Dynamic (India ) Pvt. Ltd.
Unit-1, Luthra Ind. Premises,
Andheri- Kurla Road , Safed Pool, Andheri (E), Mumbai-400072.
Tel No. 02228515606/28515644 / Fax No.28512885
Outstanding ADRs/GDRs//Warrants /Any other convertible instrument :
The company has not issued any ADRs/GDRs//Warrants /Any other convertible instrument.
Compliance Certificate :
The company has obtained a certificate from the statutory auditors regarding compliance with Corporate Governance requirements of the Revised Clause 49 of the Listing Agreement which is annexed hereto.
For and on Behalf of the Board of Directors
Place : Mumbai
Date: 16th August, 2011