CORPORATE GOVERNANCE REPORT
1. Company's philosophy on Corporate Governance:
The philosophy is aimed at assisting the top management of the Company in the efficient conduct of its business and is meeting its obligations to shareholders; and to fulfill its corporate responsibilities and achieve its financial objectives.
2. Board of Directors:
As at 31st March, 2009, the Board of Directors comprised 12 Directors as under:
3 Non-executive Directors.
6 Non-executive Independent Directors
3 Executive Directors i.e., Managing Director, two Executive Directors.
The constitution of the Board is as under:
* Directors representing Promoters.
During the financial year, five Board Meetings were held on 29th March, 2008; 24th April, 2008; 31st July, 2008; 8th October, 2008 and 13th January, 2009
Sri M K Agarwal, Sri O P Jalan, Sri M L Agarwal, Sri C T Siva Murthy and Sri Amit Sanghi have been coopted as Additional Directors effective from 31st July, 2008
Sri Siddharth Sanghi, Executive Director of the Company, has been redesignated as Joint Managing Director of the Company with effect from 30th July, 2009 by the Board of Directors in their meeting held on 30th July, 2009
The details of attendance and other Directorships of the Directors comprising the Company's Board of Directors during the financial year 2008-09 are as under:
3. Audit Committee:
The Company Secretary is the Secretary of the Committee.
The Committee has powers for extensive review to achieve its purpose. The broad terms of reference of the Committee are to review the adequacy of the internal control systems with the Management. Internal Auditors and Statutory Auditors, as necessary; the Company's financial reporting processes; changes in accounting policies; adequacy of the internal audit function, its structure and effectiveness; review of financial and risk management systems; defaults, if any, in payments to Creditors; the adequacy of internal control systems; and the terms of appointment of external auditors and the remuneration payable to them.
The Committee also reviews the observations of the Internal and Statutory Auditors, alongwith the comments and action taken thereon by the Management and invites senior executives to its Meetings as necessary. The Chief of Internal Audit attends the Meetings of the Audit Committee. The Audit Committee has met 5 times during the year on 29th March, 2008; 24th April, 2008; 31st July, 2008; 8th October, 2008 and 13th January, 2009
4. Shareholders' Grievance Committee:
The Company has a Shareholders' Grievance Committee at the Board level to look into various issues relating to share transfers, delays therein, non-receipt of annual report, dividend warrants, etc., The Composition of the said Committee is as under:
Shri Sudhir Sanghi -Chairman
Shri Anand Prakash Sanghi - Member
Shri Naozar Chenoy -Member
The Company Secretary is the Compliance Officer of the Company. The meetings of the Committee are held twice every month to oversee transfers, transmissions, splitting and consolidation of shares issued by the Company, redressal of shareholders' and investors' grievances relating to transfer, transmission, non-receipt of annual reports, etc., within the purview of guidelines set out in the Listing Agreement
5. Code of Conduct:
The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Managers of the Company. The said Code has been communicated to the Directors and Senior Managers from whom the necessary affirmation has been received with regard to the compliance of the Code. A declaration in this regard by the Managing Director is furnished at the end of the report.
6. CEO / CFO Certification :
In accordance with requirements of Clause 49 (V) of the Listing Agreement the Board of Directors of the Company, the Audit Committee and the Auditors have been furnished with the requisite certificate from the Managing Director and the Head of Finance function, placed before the Board at their meeting held on 29th August, 2009.
Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, the Directors or the management, their relatives etc., that may have potential conflict with the interests of Company at large.
There is no transaction of this nature during the year.
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter relating to capital markets during the last three years.
During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets.
8. Means of Communications:
The quarterly results are published in newspapers both in English and local languages. However, the information relating to the Company's Profile, shareholding pattern, financial statements, product range etc. is not put on website.
The Company obtains a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with Stock Exchanges and annexe the certificate with the Directors' Report, which is sent annually to all the shareholders of the Company. Auditors' Certificate is annexed at the end of the Report.
10. General Shareholder Information:
a) Date, Time and Venue of the Annual General Meeting:
29th day of September, 2009 at 09.30 A.M. at Golconda Resorts & Spa, Gandipet, R.R. Dist, (A.P.) -500 075.
b) Financial Calendar:
Financial reporting for the quarter ending 31st March, 2008 - April, 2008
Financial reporting for the quarter ending 30th June, 2008 - July, 2008
Financial reporting for the quarter ending 30th September 2008 - October, 2008
Financial reporting for the quarter ending 31st December, 2008 - January, 2009
Financial reporting for the quarter ending 31st March, 2009- April, 2009
Financial reporting for the year (15 months) ending 31st March, 2009 - August, 2009
Annual General Meeting for the year ending 31st March, 2009 - September, 2009
c) Dates of Book Closure:
24th September, 2009 to 29th September, 2009 (both days inclusive)
d) Listing of Stock Exchanges:
The Hyderabad Stock Exchange Ltd.,
3-6-275, Himayatnagar, Hyderabad - 500 029
The Bombay Stock Exchange Ltd.,
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
National Stock Exchange of India Ltd.,
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Mumbai - 400 051
The Calcutta Stock Exchange Ltd.
7, Lyons Range, Kolkata - 700 001
Delhi Stock Exchange Assn. Ltd.,
DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002
The Ahmedabad Stock Exchange
Kamadhenu Complex, Opp : Sahajanand College, Panjarapole, Ahmedabad - 380 015
e) Payment of Listing Fee :
The Company has paid the listing fee for the year 2009-10 to the National Stock Exchange & Bombay Stock Exchange.
The Company has applied for the delisting of its shares from Ahmedabad Stock Exchange, Delhi Stock Exchange, Calcutta Stock Exchange The delisting applications are pending with the Stock Exchanges.
g) Overseas Depository for GDRs :
The Bank of New York 101, Barclay Street, New York 10286
h) Domestic Custodian of GDRs:
Bank of Baroda 3, Walchand Hirachand Marg, P.O. Box - 10046, Ballard Pier, Mumbai - 400 038
i) Registrar and Share Transfer Agents:
M/s. CIL Securities Limited, 214, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad - 500 001
j) Share Transfer System:
Applications for transfer of shares held in physical form are received at the office of the Registrars & Share Transfer Agents of the Company. All valid transfers are processed within 15 days from the date of receipt. There were no pending share transfer requests as on 31st March, 2009.
k) Dematerialisation of shares and liquidity:
The Company's shares are available for trading in the depository systems of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The shareholders can open account with any of the depository participants registered with any of the above depositories.
As on 31st March, 2009, 64066090 shares of the Equity Share Capital representing 64.07% were held in depository mode. The processing activities with respect to the requests received for dematerialisation are generally completed within 7 to 9 days from the date of receipt of request. Under the Depository System, the International Identification Number (ISIN) allotted to the Company's shares is INE146A01013.
l) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on Equity:
Outstanding GDRs as on 31st March, 2009 were 1165681 (previous year 1239381). Each GDR represents five underlying equity shares.
m) Plant Location:
Sanghinagar P.O., Hayatnagar Mandal, Ranga Reddy District, Andhra Pradesh 501 511
n) Address for Correspondence:
Secretarial Department, Corporate Office, 4-3-352, Bank Street, Hyderabad - 500 095
Telephone : 040 - 24756660 -64 Fax : 040 - 24756755, 24756358 email: firstname.lastname@example.org
p) Investor Relations:
All the queries received from shareholders during the financial year 2008-09 have been responded to. The queries are generally replied to within a week of their receipt by the Company.