REPORT ON CORPORATE GOVERNANCE
A. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
The Company has accepted the concept of corporate governance as challenge and is committed to achieve highest level of Corporate Governance. Corporate Governance is nothing but maintaining transparency, high level of disclosure and fairness and being unbiased to the members of the Company. To achieve the highest level of Corporate Governance, the Company has developed a management team consisting of educated, experienced, and qualified personnel. The Board of Directors of the Company effectively monitors the Management progress and corporate decisions.
B. BOARD OF DIRECTORS
As per the requirements of Corporate Governance, the composition of Board of Directors consists of Executive Directors as well as Non Executive Independent Directors.
PARTICULARS OF THE DIRECTORS RETIRING BY ROTATION AND BEING RE-APPOINTED:
Mr. Milan Patel and Mr. V Krishna Swamy are reappointed as directors of the company.
I. MR MILAN R. PATEL
Mr. Milan R. Patel is B.Com and Diploma in Business Administration by qualification and having total exposure of 27 years in the field of Accounts, finance, taxation. He has also worked with foreign Company during the year 2003 to 2005. His qualification and experience shall be of immense help to the Company.
Mr. Milan R. Patel is not holding any shares of this Company. He is also not holding directorship in any other Company.
II. MR. V. KRISHNA SWAMY:
Mr. V Krishna Swamy is a member of the Institution of Cost and Works Accountants (ICWA) with having total experience of more than 4 decades in the field of Finance, Audit, Taxation, Corporate laws etc. He is associated with this Company since 2003 and is taking care of Accounts, Finance and Corporate laws.
Mr V. Krishna Swamy is not holding any shares of this Company. He is also not holding any directorship in any other Company.
A. AUDIT COMMITTEE Terms of Reference:
The terms of reference of this Committee cover the matters specified for Audit committee under revised Clause-49 of the Listing Agreement as well as in section 292A of the Companies Act, 1956.
The Audit Committee comprises of following members: -
Mr. V. Krishna Swamy, Chairman
Mr. Babubhai K. Shah
Mr. Milan R. Patel Meetings and attendance:
In the financial year, the Audit Committee met 5 (Five) times i.e. 30th May 2013, 12th August 2013, 21st August 2013, 12th November 2013 and 12th February 2014. All the members were present at all the meetings.
Powers of the Audit Committee:
• To investigate any activity within its terms of reference.
• To seek information from any employee.
• To obtain external legal or other professional advice.
The Audit Committee mandatorily reviewed the following:
• Management discussion and analysis report on the financial position and results of operation.
• Statement of significant annual related-party transactions.
• Management letters/letters of internal control weakness issued by the statutory auditors.
• Internal audit reports relating to internal control weakness.
Meetings are scheduled weft in advance. The Audit Committee considers and recommends the financial results for approval by the Board. The statutory auditors are invited to attend the meeting. The Committee also invites senior executives to be present.
B. REMUNERATION COMMITTEE
Terms of Reference:
The terms of Reference of the Committee are to determine and recommend to the Board the Remuneration payable to the Managing and Executive Directors of the Company and appraisal of their performance.
The Remuneration Committee comprises of Dr. Arvind A. Raval, Mr. Babubhai K Shah and Mr. V. Krishna Swamy.
Dr. Arvind A Raval is Chairman of the Committee. No Remuneration Committee met during the Financial Year. Meeting and Attendance
No Remuneration Committee met during the Financial Year
C. INVESTORS' GRIEVANCE AND SHAREHOLDERS' COMMITTEE
As per the requirements of Listing Agreement, the Investor Grievance and Shareholders' Committee consists of Mr. Babubhai K Shah, Mr. V. Krishna Swamy and Mr. Milan R Patel.
Mr. Babubhai K. Shah is the Chairman of the Committee.
During the year the Company has not received any complaint or grievance from the shareholders of the company. No Complaint or grievance is pending. Whatever requests for transfer, transmission, deletion etc. have been received'from the shareholders was considered by the company well in time. As the shares of the company are not frequently traded and very few request for transfer of shares being received by the company, the Board of directors have delegated powers in respect of transfer of shares to Mr. D J Patel, Executive Director and Mr. P. B. Krishnan Kutty Nair, Compliance officer.
Mr. P. B. Krishnan Kutty Nair is acting as Compliance Officer for all the three Committees referred to above.
G. DISCLOSURE ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTION
During the year, there were no transactions of material nature with the Directors, management or their relatives that had potential conflict with the interest of the Company.
Transactions with the related parties are disclosed in Note 25 to the financial statement in the Annual Report.
H. DETAILS OF NON COMPLIANCE BY THE COMPANY
During the last three years no penalties or strictures were imposed by the Stock Exchanges or any other authorities.
Whistle Blower Policy being Non Mandatory, the Company has not adopted the same. No personnel have been denied access to the Audit Committee.
The Company has complied with all the mandatory requirements as prescribed under revised Clause 49 of the Listing Agreements.
None of the Non Mandatory requirements has been adopted by the Company.
Disclosure pursuant to Clauses 5A I and 5A II of the Listing Agreement in respect of unclaimed shares - The company as on date of this report does not have any unclaimed shares.
I. QUARTERLY COMPLIANCE REPORT
The Company has submitted Corporate Governance Compliance Report in the prescribed format for each quarter during 2013-14, within fifteen days from the close of respective quarter, to the Stock Exchanges where the equity shares of the Company are listed viz. VSE, ASE and BSE. The Company delisted its equity shares from Vadodara Stock Exchange with effect from 5th February, 2014 and from Ahmedabad Stock exchangewith effect from 31st March, 2014.
J. MEANS OF COMMUNICATION
Quarterly / Half yearly results
Quarterly / yearly financial results were published in Business Standard and Nav Gujarat Times and also informed to the Stock Exchanges where the shares of the company are listed.
No official news released during the Year.
No presentation was made to institutional investors or to the analyst. Management Discussion and Analysis report forms part of this Annual Report.
K. GENERAL SHAREHOLDER INFORMATION
Day, Date, Time and venue of . Annual General Meeting :
29th day of September, 2014 at 11.00 am at 95/1, Bharuch-Palej Road, Bholav, Dist. Bharuch.
Financial Year 2014-15 Calendar
Financial reporting for the first quarter ending on 30th June, 2013 :- on or before 15th August 2013.
o Financial reporting for the second quarter ending on 30th September, 2013: on or before 15th November 2013.
Financial reporting for the third quarter ending on 31st December, 2013: On or before 15th February 2014.
o Financial reporting for the last quarter ending on 31st March, 2014: on or before 31st May 2014.
¦ Annual General Meeting for Financial Year 2014-2015: before end of September, 2015
Book Closure Date : 26th September 2014 to 29th September 2014 (both days inclusive)
Dividend Payment Date : Not Applicable
LISTING ON THE STOCK EXCHANGES
Name of Stock Exchanges & Script Code No.:- 513127
Ahmedabad Stock Exchange. Ahmedabad.(delisted w.e.f. 31st March, 2014)
The Stock Exchange, Mumbai.
Vadodara Stock Exchange Ltd. Baroda (delisted w.e.f 5th February, 2014)
Listing fees for the financial year 2014-2015 has been paid to all the above Stock Exchanges.
REGISTRAR AND TRANSFER AGENT
The Company has in house share transfer system for physical form. The Company could not establish the connectivity with any of the Depositories due to negative net worth.
SHARE TRANSFER SYSTEM
Share transfer would be registered and returned generally within a period of 10(ten) days from the date of receipt of request. The meeting for transfer of shares generally meets immediately on receipt of the request for transfer/ transmission/duplication of shares.
DATA OF SHARE PRICE ON BSE
During the year, no shares of the company got traded on the platform of BSE and hence giving detail in respect of high, low etc. is not possible. Even the shares of the company at BSE have been suspended due to "Procedural Reasons".
DEMATERIALISATION OF SHARES AND LIQUIDITY
As informed earlier in this Report, the Company has approached various Share Transfer Agents for getting connectivity with Depositories.
However, due to the Company's share value being negative, the Depositories are not permitting the Company to establish the connectivity for its equity shares.
Outstanding ADR/GDR etc.: - Not applicable
Plant Located at :- 95/1, Bharuch Palej Road, Village :- Bholav Taluka :- Bharuch District :- Bharuch
CORRESPONDENCE MAY BE ADDRESSED TO:-
Secretarial Department at Registered Office of the Company situated at the address given above. Phone No.: - 02642 -260624 Fax No.: - 02642 - 240620 Email Id: - firstname.lastname@example.org Website: - Not Applicable
DECLARATION OF CODE OF CONDUCT
This is to certify that the Board Members and the Members of Senior Management (i.e. one layer below the Board of Directors) have given declaration regarding the adherence to the Code of Conduct as enunciated by the Company for the year ended 31st March, 2014 as required under Clause 49 of the Listing Agreement.
For Shree Narmada Aluminium Industries Limited
-sd- Kantilal B. Patel
Chairman and Managing Director
Date : 29-05-2014