CORPORATE GOVERNANCE REPORT
we state herein below the requisite information, to the extent applicable, relating to corporate functioning of your Company for the puiposes of due transparency on this aspect. To enunciate, the spirit behind the governance process, your Company listed out its various compliances with the statutory requirements of the day. as well as the spirit of the practice.
1. BOARD OF DIRECTORS
2. AUDIT COMMITTEE
As required under Section 177 of the Companies Act. 2013 read with provisions of Clause 49 of the Listing Agreement, the Board has constituted an Audit Committee. Shri K. Udaykumar is the Chairman of the Committee. Shri M. K. Saboo and Shri Ashok Kumar Sanghi are the other members. The terms of reference of the Audit Committee are as outlined in the Act. and the Listing Agreement.
3. NOMINATION AND REMUNERATION COMMITTEE
As required under Section 178(1) of the Act, read with the provisions of Clause 49 of the Listing agreement(s). the Board has constituted the nomination and Remuneration Committee. Shri M. K. Saboo is the Chairman of the Committee. Shri K. Udaykumar and Smt. Poonam Sanghi are the other members of the Committee.
The Committee is, inter alia, authorized to identity persons who are qualified to become Directors and who may be appointed in Senior Management, evaluation of Directors' performance, formulating criteria for determining qualifications, positive attributes and independence of a director and recommending their compensation.
During 2014-15. two meetings of the Nomination and Remuneration Committee were held on 12/07/2014 and 23/01/2015. The attendance of the members of the Nomination and Remuneration Committee was as follows:
4. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Company has a three member Stakeholders Relationship Committee of the Board of Directors namely Shri A. K. Sanghi.
Shri M.K. Saboo and Smt. Poonam Sanghi under the Chairmanship of Shri A. K. Sanghi to specifically look into the redressal of grievances of the investors namely shareholders. The Committee deals with the grievances relating to transfer of shares, nonreceipt of Balance Sheet, dematerialization of shares, complaint letters received from Stock Exchanges, SEBI etc. The Board of Directors has delegated power of approving transfer/transmission of shares to the Committee
5. INDEPENDENT DIRECTORS' MEETING
Schedule IV to the Act. inter alia, prescribes that the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of the non-independent directors and members of the management. During the year, one meeting of
independent directors was held on 23/01/2015. At the meeting, the Independent Directors reviewed the performance of the non independent Directors (including the Chairperson) and timelines of flow of information between the Company, the management and the Board that are reasonable and necessary for the proper and efficient functioning of the Board.
7. CODE OF CONDUCT
a) The Board of Directors of the Company has laid down a comprehensive Code of Conduct for all its Board Members. Key managerial Personnel and Senior Management Personnel.
b) The affirmation of compliance of code of conduct for the year 2014-15 has been received from all the Board Members..
a) There are no materially significant related party transactions that would have potential conflict with the interests of the Company at large.
b) A list of transactions with related parties as per Accounting Standard AS 18 is mentioned in Note No. 18-B-7 to the Audited Accounts.
c) No penally/ stricture was imposed on the Company by Stock Exchange. SEBI or any other authority, on any matter related to capital markets, during the last three years.
9. GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting
Date: 29lb August, 2015
Time: 4:00 PM.
Venue: G-30. Shagun Arcade Premises Co. op Soc. Ltd., Gen A. K. Vaidya Marg. Dindoshi. Malad (E). Mumbai-400097
b) Financial Year: April to March
c) Date of Book Closure: 22nd August, 2015 to 29* August, 2015.
d) Dividend Payment Date : N.A.
e) The Equity Shares of the Company are listed on The Stock Exchange. MUMBAI
t) Stock Code: 511640
g) ISIN: INE998M01012
h) Market Price Data: During the year under review. Company's shares were traded between Rs. 10.59 to Rs. 17.19 per share
10. REGISTRAR / SHARE TRANSFER AGENTS
The Company's Share transfer and Dematerialization work is handled by the Registrar & Share Transfer Agent. Sharex Dynamic (India) Pvt Ltd.. Unit-1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (E), Mumbai-400072
11. SHARE TRANSFER SYSTEM
The share transfers are registered and returned within a period of 15 days from the date of receipt if documents are in order. The share transfers are approved by the share Transfer Committee.