Corporate Governance Report:
(A) The Company believes in transparency in all its dealings and lays emphasis on regulatory compliance. The Company has complied with the mandatory requirements of Corporate Governance in all its material aspects.
(B) Board of Directors:
All the Directors on the Company's Board are appointed by Government of India (Gol) under the provisions of the Shipping Development Fund Committee (Abolition) Act, 1986.
None of the Directors has any pecuniary relationship with the Company. Shri D. A. Biwalkar, Chairman & Managing Director (CMD) draws managerial remuneration approved by Gol and he does not have any other pecuniary relationship with the Company.
The Company does not have, at present, shipping operations. The day-to-day work is being attended to by three contract officers.
The Board, as on March 31, 2011, consisted of four Directors. Shri D. A. Biwalkar (CMD) is an Executive Director and remaining three Directors are Non-Executive Independent Directors. The CMD may also be considered as an 'Independent Director' as, apart from receiving Director's remuneration, he does not have any other pecuniary relationship with the Company.
(a) Scindia Workshop Ltd. Chairman
(b) Member of Audit Committee and Share Sub Committee of the Company.
(c) Chairman of Audit Committee and Share sub Committee of the Company.
(d) Member of Audit Committee of the Company.
None of the Directors on the Board holds the office of Director in more than 15 companies or Membership of Committees of the Board in more than 10 Companies or Chairmanship of more than five Committees across all Companies. Board Meetings held during the year:
Five Board Meetings were held during the year ended March 31, 2011 - on 28.05.2010, 12.08.2010, 29.10.2010, 31.01.2011 and on 24.03.2011.
(C) Committees of the Board:
(1) Audit Committee:
The Committee consists of three Directors: Shri G. Srinivas, Shri J. S. Phaugat and Shri D. A. Biwalkar. Shri G. Srinivas, Non-Executive Independent Director, is the Chairman. Shri J. S. Phaugat, Non-Executive Independent Director and Shri D. A. Biwalkar Executive Director are also members of the Committee.
The terms of reference of the Audit Committee include the matters specified in clause 49 of the Listing Agreement with Bombay Stock Exchange Ltd., and also matters stated in Section 292A of the Companies Act 1956, generally commensurate with the size and nature of the Company's business. The Audit Committee reviews the financial statements before submission to the Board.
During the year, four meetings of the Audit Committee were held on: 28.05.2010, 12.08.2010, 29.10.2010 and on 31.01.2011. The Chairman of the Audit Committee and Shri D.A. Biwalkar attended all four meetings. Shri J. S. Phaugat did not attended any meeting. Shri G. Srinivas, Chairman of the Audit Committee did not attended the Annual General Meeting. Shri N.I. Sheth, Manager of the Company, acted as the Secretary to the Committee.
(2) Share Sub Committee:
The Committee consists of two Members - Shri G. Srinivas and Shri D. A. Biwalkar. Shri G. Srinivas, a Non-Executive Independent Director, is the Chairman of the Committee. During the year, 23 Meetings of the Committee were held and were attended by both the Members.
The Company's shares are listed on Bombay Stock Exchange Ltd. under Stock Code BSE 1887. The Company's shares are traded in physical mode and are not dematerialised.
All the shares received for transfer are registered and despatched to the Shareholders within 30 days of receipt if relevant documents attached are correct and valid in all respects. As on March 31, 2011, no Share Transfer Deed was pending. During the year under review, no complaint was received from any Shareholder. The Committee also looks into grievances of Shareholders pertaining to transfer/transmission of Shares, non-receipt of Annual Report, etc. Shri N. I. Sheth, Manager, of the Company acted as the Compliance Officer.
Effective from October 21, 2009, the Company appointed M/s Sharex Dynamic (India) Pvt. Ltd., as Registrar & Transfer Agent (RTA).
(D) Remuneration Committee:
The remuneration payable to the Chairman and Managing Director, (CMD) is approved by Gol. The other Directors are not entitled to any remuneration and no sitting fee is payable to Directors for attending the Board Meetings or Committee Meetings. Hence, a Committee for this purpose was not constituted. The remuneration paid to CMD was Rs.573, 885 (Salary Rs. 351,000 + Perquisite Rs. 1,45,000 + Gratuity Payable Rs. 77,885). The Company has not issued any Stock Options.
(E) Board Procedure:
The Members of the Board are being provided with the requisite information specified in the Listing Agreement before the Board Meetings.
(F) Other Disclosures:
Disclosures on materially significant related party transactions i. e. transactions of the Company of material nature, with its promoters, Directors or management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company at large.
The Board has received disclosures from the Directors relating to their holding of office of directorship in other Companies. There were no transactions of material nature between the Company and its Directors and management and their relatives or promoters that may have potential conflict with the interests of the Company.
(ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Bombay Stock Exchange Ltd., or The SEBI or any statutory authority on any matter related to capital markets during the last three years
(G) Certification of Financial Statements by CMD and Manager
The Board of Directors,
The Scindia Steam Navigation Co., Ltd. Mumbai
Re: Financial Statements for the Financial Year 2010-11.
We, D. A. Biwalkar, Chairman and Managing Director, and N. I. Sheth, Manager of The Scindia Steam Navigation Company Ltd., on the basis of review of the financial statements and the cash flow statements for the financial year ended March 31, 2011 and to the best of our knowledge and belief, hereby certify that:
1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
2. These statements are in compliance with existing accounting standards, applicable laws and regulations;
3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company's code of conduct;
4. We have indicated to the auditors and the Audit Committee that there have been no significant changes in accounting policies during the year.
Chairman and Managing Director
(H) As per Clause 49, as revised, the Company, even though does not have, at present, shipping operations, and is operating with three contract officers, has formulated general code of conduct. The three officers have issued a letter to the Company that they would comply with the code of conduct. The Chairman & Managing Director has issued a letter to this effect:
The Scindia Steam Navigation Company Ltd., Mumbai.
I, D. A. Biwalkar, Chairman & Managing Director, hereby certify that the three officers of the Company have affirmed that they will comply with the code of conduct.
(D. A. Biwalkar)
Chairman & Managing Director
(I) Means of Communication:
(1) Whether half-yearly report sent to each household of Shareholders: No
(2) Quarterly results are published in two newspapers and sent to Bombay Stock Exchange: Yes
(3) Any Website displayed: No
(4) Whether Management Discussion and Analysis Report is a part of Annual Report: Yes
(5) Presentation made to Institutional Investors or Analysis: No
(J) Appointment of Directors:
All the Directors are appointed by GOI under the provisions of SDFC (Abolition) Act, 1986, During the year, no new Director was appointed by GOI.
(K) General Shareholder information:
(1) 92nd Annual General Meeting:
Date: September 26, 2011 (Monday)
Time: 11.00 A.M.
Venue: M.C. Ghia Hall, Bhogilal Hargovindas Building, 18/20, Kaikhushru Dubash Marg, Mumbai 400001
(2) Financial calendar:
Results for the quarter ending June 2011: by mid August 2011
Results for the quarter ending September 2011: by mid November 2011
Results for the quarter ending December 2011: by mid February 2012
For the year ending March 31, 2012: by mid May 2012 or by end June 2012
(3) Dividend declared: No
(4) Book Closure Period:
September 19, 2011 (Monday) to September 23, 2011 (Friday) (both days inclusive).
(5) Listing on Stock Exchange: Bombay Stock Exchange Ltd.
Stock Code: B. S. E. 1887
(6) The Company has not issued any GDRs/ADRs/Warrants or any Convertible Instruments.
(7) The Company's shares are traded in physical mode. The Company's shares are not dematerialised.
(8) The Company has not established formal whistle blower policy, however, employees have been informed that in the event they observe any unethical or improper practice, they have access to the Audit Committee without necessarily informing their seniors.
(9) Plant location: The Company is a shipping company.
(10) Address for correspondence:
Investors and Shareholders can correspond with:
(a) The company at the following address:
RCC - 4, J. K Industrial Estate, Off Mahakali Caves Road, (Chakala), Andheri (East), Mumbai 400 093.
Telephone No.: 2687 8422
Fax No. 2687 8433
(b) The Registrar and Transfer Agents of the Company at their following address:
Unit No. 1, Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai 400 072.
Tel. No.: (022) 2851 5606, 2851 5644
Fax No. (022) 2851 2885