REPORT ON CORPORATE GOVERNANCE
1. Company's philosophy on Code of Corporate Governance
The Company's philosophy on Corporate Governance envisages transparency, accountability and equity for its operations, and for interactions with its Stakeholders.
2. Board of Directors - Composition and Particulars of Directors Board Composition:
As on 31st March, 2014, the Board of Directors of the Company ("the Board") comprised of 4 Directors, all are Non -Executive Directors out of whom, 2 are Independent Directors. Mr. Pankajkumar Jain is the Chairman of the Board. The details regarding Composition of the Board and category of Directors are enumerated hereunder:
None of the Directors on the Board is a member of more than 10 Committees or Chairman of more than 5 Committees (as specified in clause 49 of the Listing Agreement) across all Public Limited Companies in which he is a Director
Ms. Purnima Pavle was appointed on the board on 8th August, 2014.
No Director is related to any other Director on the Board in terms of the definition of 'relative' given under the Companies Act, 1956.
None of the Directors holds any share in the Company as on 31st March, 2014.
Brief resume of the Directors proposed to be appointed at the forthcoming Annual General Meeting, nature of his expertise in specific functional areas, companies in which he hold directorships/chairmanships of the Board Committees and their shareholding in the Company are provided below:
A. Ms. Purnima Pavle is a Chartered Accountant and has over 12 years of experience. She has been associated with Lodha Group since 4 years. Prior to joining Lodha Group, she has worked with Graver & Weil India Ltd and HCC Ltd.
Ms. Pavle holds directorship in Anantnath Constructions And Farms Private Limited, Sarvavasa Buildtech & Farms Private Limited, Proficient Buildwell Private Limited, Siddhnath Residential Paradise Private Limited, Adinath Builders Private Limited, Roselabs Finance Limited.
Ms. Pavle does not hold any shares in the Company.
B. Mr. Deependra Gupta is Inter CA and Science Graduate with expertise in Accounts, Taxation & Finance. Mr. Gupta was appointed as a Director of the Company by the shareholders at the Annual General Meeting of the Company held on 31.12.2009. Mr. Deependra Gupta does not hold any Membership /Chairmanship in any other company in accordance with Clause 49 of Listing Agreement. He also does not hold any shares in the Company.
Mr. Gupta is on the on the board of Sumangla Developers And Farms Private Limited, Shantipriya Developers & Farms Private Limited, Shankarparvati Reality & Agro Private Limited, Maheshvilla Developers & Farms Private Limited, Vamadevi Developers And Farms Private Limited, Mallinath Reality & Agro Private Limited, Kunthunath Facilities Management Private Limited, Susima Buildtech And Farms Private Limited, Suvrata Infrabuild And Farms Private Limited, Saikrupa Infotech Private Limited, Shivchhaya Developers & Farms Private Limited, Susima Infotech Private Limited, Suvidhinath Quality Construction Private Limited, Access Buildtech Private Limited, Suvidhinath Buildtech Private Limited, Nayan Infracon Private Limited, Shri Bhairav Properties & Agrofarms Private Limited, Shravasti Developers And Agro Private Limited, Shivamrut Software Support And Services Private Limited, Shankeshwer Paraswanath Developers And Farms Private Limited, Shankeshwer Paraswanath Builders Private Limited, Ramshyam Infracon Private Limited, Pushpadanta Developers & Farms Private Limited, Mahasen Developers And Farms Private Limited, Loknath Infracon Private Limited, Krutvarma Stalwart Developers And Farms Private Limited, Kritika Infrabuild And Farms Private Limited, Kesarinandan Township Private Limited, High Status Buildcon Private Limited, Flying Constructions Private Limited, Copious Developers And Farms Private Limited, Citicellar Constructions & Farms Private Limited, Brightgold Constructions Private Limited, Balaji Hi-Tech Reality And Engineers Private Limited, Accent Buildtech Private Limited, Sumatinath Reality & Agro Private Limited, Shree Shantinath Real Estate
Private Limited, Vasupujya Developers And Farms Private Limited, Vardhvinayak Township Development Private Limited, Tanish Stone Crusher Private Limited, Suvrata Software Development Private Limited, Sun Villa Estates Private Limited, Siddheshwer Real Estate Private Limited, Futuretech Constructions & Precast Private Limited, Mandip Finserve Private Limited, Sarbani Assocation For Girls And Women.
C. Mr. Sagar Gawde is a Commerce Graduate and has vast experience in the field of Account and Taxation. He also does not hold any shares in the Company.
Mr. Sagar Gawde is on the Board of Shivchhaya Developers & Farms Private Limited, Citicellar Constructions & Farms Private Limited, Shri Bhairav Properties & Agrofarms Private Limited, Access Buildtech Private Limited, Suvidhinath Buildtech Private Limited, Meghal Homes Private Limited, Kritika Infrabuild and Farms Private Limited, National Standard (India) Limited, Alpana Infracon Private Limited, Krutvarma Stalwart Developers and Farms Private Limited, High Status Buildcon Private Limited, Shankeshwer Paraswanath Developers and Farms Private Limited, Superior IT Solutions Limited, Vardhvinayak Township Development Private Limited, Tanish Stone Crusher Private Limited, Suvidhinath Quality Construction Private Limited, Siddheshwer Real Estate Private Limited, Shankeshwer Paraswanath Builders Private Limited, Saikrupa Infotech Private Limited, Accent Buildtech Private Limited, Futuretech Constructions & Precast Private Limited, Mandip Finserve Private Limited and Sarbani Assocation for Girls and Women. Mr. Gawde does not hold any shares in the Company.
3. Attendance of Directors at Board Meetings, last Annual General Meeting and number of other Directorships and Chairmanships / Memberships of Committees of each Director in various companies
The Board met at least once in each quarter and the maximum time gap between two Board Meetings did not exceed the limit prescribed in Clause 49 of the Listing Agreement. The details of participation of directors of the company at Board Meetings and Annual General Meeting during the financial year ended March 31, 2014 are enumerated hereunder:
5. Board Committees
Details of the Committees of the Board and other related information are provided hereunder:
(a) Audit Committee
The Audit Committee comprises of two Independent Directors and one Non Independent Director and the same is in accordance with the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreement. The Audit Committee comprised of Mr. Deependra Gupta, Mr. Sagar Gawde and Mr. Pankajkumar Jain throughout the financial year 2013-14.
The Committee functioned under the Chairmanship of Mr. Deependra Gupta upto 06-Sep-2013, and thenafter, under the Chairmanship of Mr. Sagar Gawde.
The composition of the Committee underwent a change on 08-Aug-2014 wherein, Ms. Purnima Pavle was admitted and Mr. Pankajkumar Jain ceased to be the member of the Committee.
The terms of reference includes in particular overseeing the Company's financial reporting process and disclosure of financial reporting information, recommending appointment and removal of external auditor, reviewing statements before submission to the Board and other terms as per Clause 49 of the Listing Agreement to the extent applicable to the Company.
(b) Shareholders'/ Investors' Grievance Committee
The Shareholders' / Investors Grievance Committee comprised of three Directors, namely, Mr. Pankajkumar Jain, Mr. Babusingh Rajguru and Mr. Deependra Gupta throughout the year.
The composition of the Committee underwent a change on 08-Aug-2014, wherein, Mr. Pankajkumar Jain ceased to be a member of the Committee and Ms Purnima Pavle was admitted as the member.
Compliance officer: Mr. Sitansh Magia was the Compliance Officer of the Company till 25th September, 2013, and then after Mr. Abhijeet Shinde was appointed as Compliance officer for complying with the requirements of Securities Laws and the Listing Agreements with the Stock Exchanges in India.
With effect from 9th May, 2014, Mr. Abhijeet Shinde resigned as Compliance officer of the Company, and Mr. Hemanshu Mumbaiwala has been appointed as Company Secretary and Compliance officer.
There were no monetary penalties imposed by SEBI or the stock Exchanges or by any statutory authorities for non-compliance on any matters related to capital markets.
None of the transactions with any of the related parties were in conflict with the interests of the Company.
Attention of Members is drawn to the disclosures of transactions with the related parties set out in Notes on Accounts forming part of the Annual Report.
The related party transactions are entered into based on considerations of various business exigencies such as synergy in operations, sectoral specialisation and the Company's long term strategy for sectoral investments, optimisation of market share and profitability, legal requirements, liquidity and capital resources.
All related party transactions are negotiated at arms length and are only intended to further the interests of the Company.
The code of Conduct adopted by the Company provides the mechanism to report about unethical behavior, actual or suspected fraud or violation of code and everybody has access to Audit committee.
8. Means of Communication
The Quarterly, half yearly results were published in the Financial Express (all editions) and Apla Mahanagar. The annual result of the Company was published in in the Financial Express (all editions) and Apla Mahanagar Paper (Regional). The financial results, shareholding patterns and annual reports are also available on the website of the Company i.e. www.sanathnagar.in The Company has designated exclusive email ID viz., email@example.com for investor servicing.
9. General Shareholder Information
(a) Company Registration Details: The Corporate Identity Number (CIN) allotted to the Company by Ministry of Corporate Affairs (MCA)is L99999MH1947PLC252768.
(b) Annual General Meeting (Day, Date, Time and Venue) :
Monday, 30th September, 2014 at 3.30 p.m. Lodha Supremus, Ground Floor, Dr. E. Moses Road, Worli Naka, Worli, Mumbai - 400 018
(c) Financial Calendar : Financial Year 1st April, 2013 to 31st March, 2014
(d) Book Closure Period : From 25th September 2014 to 30th September, 2014 (both days inclusive) for the purpose of the Annual General Meeting of the Company.
(e) Dividend Payment Date : No dividend on equity is recommended by the Board.
(f) Listing of Equity Shares at Stock Exchange (nation wise trading terminal)
BSE LIMITED (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
(g) Stock Code :
(i) Trading Symbol at
BSE Limited (Scrip Code : 509423) (Trading suspended) The Company is in the process of completing all corporate actions with BSE Limited.
(ii) Demat ISIN Numbers : Equity Shares CDSL-INE 367E01017 - Inoperative since 2001 in view of trading suspended
(h) Outstanding GDRs/ ADRs/ Warrants/ Convertible Instruments : Not applicable
(J) Investor Correspondence For change in address, change of bank mandate, Nomination, transfer, Dematerialisation of shares.
CIL Securities Limited, 214,Raghava Ratna Towers, Chirag Ali Lane, Hyderabad-500001
Any query of Annual Report
10th Floor, The Company Secretariat Department, Lodha Excelus, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi, Mumbai -400011 Phone - (022) 61959493
(k) E-mail address for shareholders : firstname.lastname@example.org
(l) Share Transfer Agent
CIL Securities Limited, 214,Raghava Ratna Towers, Chirag Ali Lane, Hyderabad-500001 E-Mail: email@example.com Telephone Nos. : +91-040-23202465, 23203145
(k) Share Transfer System
Share Transfer forms, which are received in Physical form, are processed and the Share Certificates are returned to the shareholders, subject to the documents being valid and complete in all respects.
The Company was offering the facility of Transfer cum De-mat. However, due to trading being suspended, CDSL is unable to process demat requests/ transmissions. Request to permit the operation of CDSL is pending.
Further, all work relating to Share registry in terms of both Physical and electronic mode are being maintained with CIL Securities Limited, a SEBI registered Registrar and Share Transfer Agent.
The Company's shares are presently suspended on the Stock Exchanges. 7.68% of the Company's shares are held by the Public Shareholders.
(o) High low prices:
The annual high-low prices of the Stock cannot be ascertained as the trading of the shares has been suspended.
(p) Performance in comparison to BSE and DSE Indices
The performance comparison cannot be ascertained as the trading of the Company is suspended.
10. Compliance Certificate
Certificate confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement, is annexed to the Directors' Report forming part of the Annual Report.
11. CEO and CFO Certification
The Manager of the Company and the Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Clause
12. Capital Integrity Audit
The Company has been submitting quarterly Reconciliation of Share Capital Audit Report to the Stock Exchanges in India where the securities of the Company are listed.
13. Fees to Statutory Auditors
Audit Fees to the Statutory Auditors for the year ended 31st March, 2014 was Rs. 3, 50,000.
14. Non Mandatory Requirements
The Company has not adopted non mandatory requirements of Corporate Governance during the year under report.
Code of Business Conduct and Ethics for Directors and Senior Management The Company adopted the Code of Business Conduct and Ethics for Directors and Senior Management (the Code).
Declaration for compliance of Code of Conduct
I hereby confirm that the Company has obtained from all the members of the Board and Senior Management team, an affirmation, of compliance with the code of conduct for Directors and Senior Management in respect of financial year ended March 31, 2014.