CORPORATE GOVERNANCE REPORT AT SHAMKEN SPINNERS LIMITED CORPORATE GOVERNANCE
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, 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 4 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 are 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 five (05) times during the period as on 27th day of April 2009, 30th day of July 2009, 29th August, 2009, 31st day of October 2009 & 30th day of January 2010.
All the Board Meetings were held at the Company's Corporate office at B-1/A-20, M.C.I.E. Mathura Road, Delhi-110044.
III. AUDIT COMMITTEE
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee Comprises of Mr. Amit Chaturvedi, Mr. Amresh Jha and Mr. Sanjay Chaturvedi. The Company is still in process of complying this clause.
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:
- auditing and accounting matters, including the recommendation for appointment of our independent auditors;
- compliance with legal and statutory requirements;
- integrity of the Company's financial statements, the scope of the annual audits, and fees to be paid to the independent auditors;
- Performance of the Company' s Internal Audit function, independent auditors and accounting practices.
- To investigate any activity within its terms of reference.
- To seek any information from any employee.
- To obtain outside legal or other professional advise.
- 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 times during the year.
SITTING FEES PAID TO DIRECTORS
The details of sitting fees paid to the Non-executive Directors during the year for attending the meetings of the Board of Directors and/or committees thereof are as follows:
IV. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:
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.
The composition of the Shareholders / Investors Grievance Committee is;
Mr. Amit Chaturvedi,
Mr. Sanjay Chaturvedi
Mr. Amresh Jha
All the matters related to transfer, transmission and transposition was effected through within thirty days, if the documents receive were in order.
The share transfer in physical form is normally effected within a maximum period of 30 days of receipt of the documents, if found in order.
The RTA transfer shares in the physical mode after getting signature from Authorized signatory.
During the year ended 31 st March 201 0, 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.
There has been some non compliance of the Listing Agreement for last one year due to which trading has been suspended by the BS E, and no penalties or strictures have been imposed on the Company by the Stock Exchanges, S EBI or any such other statutory authority, on any matter relating to the capital markets, during the last three years.
The Company is fully complied with the Mandatory Requirements of Clause 49 of the Listing Agreement with certain exceptions (such as Composition of Board and Audit Committee), as revised/ amended by the BS E vide letter ref. No. CRD/GEN/2004/7 dated 06.11.2004 pursuant to SEBI circular no. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004.
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.
VIII. GENERAL SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING:
Day, Date Thursday 30th September 2010
Time : 1.00 PM
Venue :B-7,& 8,UPSIDC Industrial Area, Kosi Kalan, District- Mathura,(U.P)
1St April 2009 to 31st March 2010
BOOK CLOSURE DATE:
28th September to 30th September, 201 0
LISTING OF EQUITY SHARES:
The equity shares of the Company are listed at Delhi Stock Exchange, Bombay Stock Exchange, Calcutta Stock Exchange and Ahmadabad Stock Exchanges.
Bombay Stock Exchange, Mumbai - 500386 ISIN No.: INE 626B01012
REGISTRAR AND TRANSFER AGENT:
Beetal Financial & Computer Services (P) Ltd.
Beetal House, 3rd Floor, 99, Madangir, BH-Local Shopping Central, Near Dada Harsukhdas Mandir, New Delhi-110062
SHARE TRANSFER SYSTEM
M/s Beetal Financial & Computer Services (P) Ltd 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 16717029 of the Company's total listed shares representing 49.61% Shares that are held in Dematerialized Form and balance 16982971 representing 50.39% shares are in physical form.
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 are located at:
1) 94 KM Stone, Delhi- Mathura Road, Khasra No. 316 & 318, Village Kotwan, Distt. Mathura(UP).
2) B-1/A-20, Shamken House Mohan Co-operative, Industrial Estate Mathura Road, Delhi-110044
ADDRESS FOR CORRESPONDENCE:
Members may contact us at the Company' s Corporate Office;
B-1 /A-20, Shamken House
Mohan Co-operative, Industrial Estate
Mathura Road, Delhi-110044
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.
As the Company is facing financial crises due to which Company' s operation was closed down and hence the Company is not publishing the results and others in any of the newspaper.
2. The Company has some qualifications from the Auditors on its Financial Statements for which representation has been made by the directors of the Company which has been annexed with Director' s Report.
3. There were no items for approval through Postal Ballot during the year and hence this item is not applicable.
DECLARATION ON COMPLIANCE OF CODE OF CONDUCT
I, Amit Chaturvedi, whole time director of the company, do hereby declare and confirm that all the board members and senior managerial personnel have affirmed to the board of directors the compliance of the code of conduct as laid down by the Board.
For SHAMKEN SPINNERS LIMITED
sd/- Amit Chaturvedi Director
Place: New Delhi
Date : 21/08/2010