REPORT ON CORPOf&TE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's philosophy on Corporate Governance is aimed at assisting the management in the efficient conduct of its business in a fair and transparent manner.
It envisages attainment of higher levels of transparency, greater accountability and equity in all facets of its operations and its interactions with its stakeholders and the community at large.
2. BOARD OF DIRECTORS
* The Directorships, held by Directors as mentioned above, do not include Alternate Directorships and Directorships in foreign companies, companies registered under Section 25 of the Companies Act, 1956 and private limited companies.
** In accordance with Clause 49 of the Listing Agreement, Memberships/Chairmanships of only Audit Committees and Shareholders'/Investors' Grievance Committees in all public limited companies (excluding Shree Manufacturing Company Limited) have been considered.
? Board Meetings held during the financial year
Board Meetings were held during the year 2013-2014 on following dates:
(1)7* April, 2013
(2) 11* May, 2013
(3) 13* August, 2013
(4) 27* September 2013
3. COMMITTEES OF THE COMPANY A. AUDIT COMMITTEE
The Audit Committee comprises of 3 directors. The Chairman of the Audit Committee is a Nonexecutive and Independent Director. During the year 2013-2014 Committee met 4 times in a year i.e. 11th May 2013,13th August 2013,13* November 2013 and 10th February 2014.
The Composition of the Audit Committee
The terms of reference stipulated by the Board to the Audit Committee and contained under the revised Clause 49 of the Listing Agreement are briefly described below:
a. Oversight of the Company's financial reporting process and disclosure of the financial information to ensure that the financial statement is correct, sufficient and credible.
b. Recommend the appointment, reappointment and, if required, replacement or removal of Statutory Auditors, fixation of the audit fees and approving payments for any other services.
c. Review with Manageme nt, the annual and quarterly financial statement before submission to the Board, focusing primarily on:
• Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.
• Changes, if any in accounting policies and practices and reasons for the same.
• Major accounting entries based on exercise of judgment by the management.
• Significant adjustments made in the financial statements arising out of audit findings.
• Compliance with listing & other legal requirements concerning financial statements.
• Disclosure of any related party transactions.
• Qualification in draft audit report
d. Review with Management, performance of Statutory and Internal Auditors and adequacy of internal control systems.
e. Review the adequacy of internal audit function, including if applicable, the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.
f. Discussions with the Internal Auditors of any significant findings and follow-up thereon.
g. Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
h. Discussions with Statutory Auditors before the audit commences, of the nature and scope of audit as well as have post-audit discussion to ascertain any areas of concern.
i. Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors.
j. Review the Company's financial and risk management policies.
k. Review the following information:
? Management discussion analysis of financial condition and results of operations;
? Statement of significant related party transactions;
? Management letters / letters of internal control weaknesses issued by the Sta tutory Auditors;
? Internal audit reports relating to the internal control weaknesses;
? The appointment, removal and remuneration of the chief internal auditors; and
? The financial statements, in particular, the investment made by unlisted subsidiary companies.
B. SHAREHOLDERS' / INVESTORS' GRiBMMCE COMMITTEE
The Investor Grievance Committee comprises of 3 directors. The Chairman of the Shareholders'/Investors' Grievance Committee is a Non-executive and Independent Director.
The Committee looks into redressal of shareholders' and investors' complaints/grievances. The Committee also looks into complaints concerning transfer of shares, non-receipt of balance sheet, non-receipt of dividends etc. The Committee oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor service.
During the year, Nil complaints were received from the shareholders and these have been resolved to date. Outstanding complaints as on 31" March 2014 were Nil. Compliance Officer:
a) There were no materially significant related party transactions made by the Company with Its promoters, directors or relatives or the management, their subsidiaries etc., which have potential conflict with the interests of the Company at large.
b) No strictures or penalties have been imposed on the Company either by SEBI or the Stock Exchanges or any other statutory authority for non-compliance of any matter related to the capital market.
c) The Management Discussion & Analysis Report forms part of this Annual Report.
6. MEANS OF COMMUNICATION
The quarterly and half-yearly unaudited financial results are forthwith communicated to all the Stock Exchanges with whom the Company has listing agreement as soon as they are approved and taken on record by the Board of Directors of the Company.
7. GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting
Date : 26™ September, 2014
Time : 11.30 a.m.
Venue : 9, Brabourne Road, 7™ Floor, Kolkata 700 001.
Financial Calendar :April to March
Date of Book Closure : 19™ September 2014 to 25™ September 2014
Dividend Payment Date : No dividend proposed to be declared at the ensuing Annual General Meeting
Listing on Stock Exchange :
Bombay .Stock Exchange Limited Calcutta Stock
CSE Limited :29043
ISINNo. : INE632A01012
Registrar & Transfer Agents
Purva Sharegistry India Pvt. Ltd. 9, Shiv Shakti Ind. Estt. J.R. Boricha Marg, Lower Parel (East), Mumbai, 400 Oil Ph. No. 23012518/0771
Registered Office & Correspondence Address
Shree Manufacturing Company Limited 9, Brabourne Road, 7th Floor, Kolkata -700 001 Tel: 033 - 2242-4752 / 49 Fax: 033 - 2242-6799
Shareholders/ investors are requested to forward share transfer documents, dematerialization request, correspondence regarding change of address, non - receipt of dividend or share certificates and other related queries to the company's registrar i.e. Purva Shareregistry (India) Private Limited at the address mentioned above.
Dematerialization of shares:
The Company has established electronic connectivity with National Securities Depository
is INE632A01012. As on 31st March, 2014, 5,55,623 equity shares representing 10.10% of the equity capital of the Company have been dematerialized.
As of date, the Company has not issued GDRs/ADRs/Warrants or any convertible instruments.