CORPORATE GOVERNANCE AT SHAMKEN MULTIFAB LIMITED:
The Company's Corporate Governance endeavor is the attainment of the highest levels of transparency, accountability and responsibility in all operations and all interactions with its Shareholders, Investors, Lenders Employees and Government.
A. MANDATORY DISCLOSURES
1. Company's philosophy on the code of Corporate Governance
Your Company constantly strives to create corporate excellence, in its pursuit to attain the highest standard of corporate values and ethics, in order to generate sustainable economic value for all its stakeholders.
2. BOARD OF DIRECTORS
I. Board Composition
The Board of Directors of the Company consists of six (06) Directors, headed by Executive Chairman. The day to day management of the Company is conducted by the Managing Director subject to the supervision and control of the Board of Directors of the Company.
The papers of the Board Meeting along with all information relevant to the matters to be discussed at an upcoming Board Meeting, were circulated to the Board a week in advance for each of these meetings together with issues, which a re statutory in nature
The Agenda of the Board Meetings is always sent to the Directors at least one week prior to the date of Board Meeting.
II. Board Meetings:
The Board met seven (07) times during the period as on 30th day of April, 2007, 31st day of July 2007, 29th day of October, 2007, 30th day of November, 2007, 17th day of January, 2008, 31st day of January, 2008 and 21st day of February, 2008.
III. AUDIT COMMITTEE
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee Comprises of Mr. Amit Chaturvedi, Mr. K. P. Saxena and Mr. Amresh Jha.
TERMS OF REFERENCE
Brief descriptions of the Terms of reference of the Audit Committee are as follows:
The Audit Committee reviews, acts and reports to the Board of Directors with respect to:
1. Auditing and accounting matters, including the recommendation for appointment of our independent auditors;
2. Compliance with legal and statutory requirements;
3. Integrity of the Company's financial statements, the scope of the annual audits, and fees to be paid to the independent auditors;
4. Performance of the Company's Internal Audit function, independent auditors and accounting practices.
5. To investigate any activity within its terms of reference.
6. To seek any information from any employee.
7. To obtain outside legal or other professional advise.
8. To secure attendance of outsiders with relevant expertise, if it considers necessary.
The Committee reviews the audited quarterly, yearly financial results and then it is forwarded to Board for its approval. The Chairman of the Committee is always present at the Annual General Meeting of the Company.
The Committee met five (05) times during the year.
IV. SHARE HOLDERS/INVESTORS GRIEVANCE COMMITTEE
The Share Transfer Committee considers the request for the transfer from the shareholders and transfers are being executed on time approved by the Committee.
The composition of the Share Transfer Committee is:
1. Shri K.P. Saxena, Chairman
2. Shri Amit Chaturvedi
3. Shri Sanjay Chaturvedi
All the matters related to Transfer, Transmission, and Transposition was effected through within fifteen days, if the documents received were in order.
The RTA transfer shares received in the physical mode after getting signature from Authorized signatory.
The Shareholders / Investors Grievance Committee redresses the grievance received from shareholders. The main objective of the Committee is to redress the grievances of shareholders within the stipulated time.
During the year ended 31st March 2008, there has been no materially significant transaction entered by the Company with any party, which is considered to have potential conflict with the interest of the Company at large.
DISCLOSURES OF ACCOUNTING TREATMENT
While preparation of the Financial Statements, the Accounting Standards, issued by the Institute of Chartered Accountants of India (ICAI), have been strictly followed and there is no deviation in any respect.
VI. MEANS OF COMMUNICATION:
The financial results of the company are normally published in the Financial Express (English) and Amrit varsha (Hindi).
VII. GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING:
Day, Date: Tuesday, 30th September, 2008
Time: 10.30 A.M
Venue: B-7, & 8, UPSIDC Industrial Area, Kosi Kalan, District-Mathura, (U.P)
1st April 2007 to 31st March 2008
BOOK CLOSURE DATE:
From Saturday 20th September, 2008 to Tuesday, 30th September, 2008 (both days inclusive)
LISTING OF EQUITY SHARES:
The equity shares of the Company are listed at Bombay Stock Exchange, Delhi Stock Exchange, Calcutta Stock Exchange and Ahmedabad Stock Exchange.
The Stock Exchange, Mumbai - 514152
ISIN No.: INE565B01012
REGISTRAR AND TRANSFER AGENT:
M/s. Mas Services (P) Limited
AB-4, Safdarjung Enclave, New Delhi -110 029.
Ph. No.91-011-2610 4142, 2610 4326
SHARE TRANSFER SYSTEM
Mas Services (P) Limited handles the investor services of the Company.
As per the requirement of SEBI guidelines, the Company's shares are to be traded only in dematerialized form.
Physical share transfers are registered within a period of 30 days from the date of receipt, if the documents are found correct and valid in all respects. A letter is sent to the shareholders giving them an option to receive shares in the physical mode or in the dematerialized mode. A period of 30 days is given to shareholders for sending their confirmation. The shareholders then receive the shares in the mode, as per option exercised by them.
DEMATERIALIZATION OF SHARES AND LIQUIDITY
Only 17684795 of the Company's total shares representing 79.31% Shares that are held in Dematerialized Form and balance 4613955 representing 20.69% shares are in physical form as on 31st March, 2008.
OUTSTANDING GDR'S/ ADR'S/ WARRANTS OR ANY CONVERTIBLE INSTRUMENT
Till date your Company has not issued any ADR/ GDR/ Warrant or any other convertible instruments.
The Company's Works and Sales Office is located at:
1) 94, K.M. Stone, Delhi Mathura Road, Khasra No. 316& 318, Village Kotwan, Distt. Mathura (U.P.)
2) 8-7& 8, UPSIDC Industrial Area, Kosi- Kalan, Dist- Mathura (U.P)
ADDRESS FOR CORRESPONDENCE
Members may contact us it the Company's Corporate Office;
B-1/A-20, Shamken House Mohan Co-operative, industrial Estate Mathura Road, Delhi-110 044 .
B. ADOPTION OF NON MANDATORY REQUIREMENTS
1. The Company's Quarterly results are published in a daily English newspaper and a local language newspaper. Therefore, the half yearly results including summary of significant events are not separately sent to the shareholders of the Company.
2. The Company does not have any qualifications from the Auditors on its Financial Statements.
3. There were no items for approval through Postal Ballot during the year and hence this item is not applicable.
For Shamken Multifab Limited
Place: New Delhi
Date: 25th August, 2008