PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is concerned with creation of long term value of shareholders while also balancing interest of other stakeholders' viz. Employees, Creditors, Government and the society at large. Corporate governance is crucial as it builds confidence and trust, which eventually leads to a more stable and sustained resources flows and long term partnership with its investors and other stakeholders.
The Corporate Governance framework will encourage efficient use of resources and ensuring accountability for these resources. Its importance lays in the contribution it makes to the overall growth and direction of the business, management accountability and transparency and above all, equitable treatment for its stakeholders.
In Sum, Corporate Governance reinforces the concept of "Your Company" and emphasis that the chairman and Board of Directors are your fiduciaries and trustees, engaged in pushing the business forward and maximizing value for you, the shareholders.
Your Company believes in adopting the best corporate governance practices and protecting rights and interest of stakeholders. We further believe that the shareholders have the right to know complete information on the Board of Directors and the management, their interest in the organization as well as governance practice to be followed by them.
The report on corporate governance is divided into five parts:
1) Board of Directors 2) Committees of the Board 3) Disclosure
4) Means of Communication 5) Shareholder In
B. BOARD PROCEDURES
The Board Members are given appropriate documents and information in advance of each Board and Committee Meetings to enable the Board to discharge its responsibilities effectively, the Managing Director reviews the overall Company Performance.
The functions performed by the Board include the review of:
• Strategy and business plans
• Annual operating and capital expenditure budgets
• Investment and exposure limits
• Business risk analysis and control
• Senior executive appointment
• Compliance with statutory / regulatory requirements and review of major legal issues
• Adoption of quarterly results/ annual results
• Transaction pertaining to purchase disposal of property, major provisions and write offs.
C. BOARD MEETINGS
The meetings of the Board of Directors' are scheduled well in advance and the folder containing the agenda for the meeting with detailed review of all aspects of the Company business, including performance of the Company, employee relations, details of investment, capital expenditure, etc. is circulated to all the directors. It also highlights important matters discussed at the audit committee, shareholders grievance committee and at the sub-committee of Directors. Six (6) Board meetings were held during the period. Dates on which the meetings were held were 31/05/2013,11/06/2013, 31/07/2013,25/09/2013,31/10/2013, and 31/01/2014.
D. CODE OF CONDUCT
The Board of Directors has adopted the Code of Conduct and responsibilities of the Board towards the Company in the Board Meeting as held on 31st January, 2006.
II. COMMITTEES OF THE BOARD A. AUDIT COMMITTEE
The Audit Committee has the members with sound knowledge of Finance, Accounting and Law. The Committee deals with accounting matters, financial reporting and internal controls. The power and role of Audit Committee as per guidelines set out in the amended listing Agreements. The Committee monitors any proposed changes in the Accounting Policy, Accounting Implications of major transactions etc. The Committee also reviews the adequacy of Internal Auditor controls, formulates and monitors the Annual Audit Plan. During the Financial Year the Audit Committee met Four (4) times on
The Managerial Personnel is paid remuneration as per the Agreement entered between him and the Company. This Agreement is placed for approval before the Board and the shareholders and such other authorities as may be necessary. The remuneration structures of Director comprises of salary, commission, perquisites and allowances, contributions to provident fund, super-annuation and gratuity. The Remuneration Committee consults the Expert after considering the Qualification, expertise and the experience of the Director for payment of Remuneration. The nonexecutive directors do not draw any remuneration from the Company.
C. SHARE HOLDERS/INVESTORS GRIEVANCE COMMITTEE
The Share Transfer Committee meets on a regular basis to approve transfer of shares, transmission of shares, splitting, consolidation and dematerialization of shares. It specifically looks into the redress of shareholder and investor complaints like transfer of shares, non-receipt of Annual Report, etc.
a) There were no materially significant related party transactions with the promoters, Directors etc that may have potential conflict with the interests of the Company at large.
b) There was no non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter relating to the capital markets during the last three years.
c) There were no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company.
IV. MEANS OF COMMUNICATION
The annual and quarterly results are submitted to the Stock Exchange in accordance with the listing agreement and published in the newspapers.
V. 1. SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING
Date andTime : 24th September,2014 at 3:00P.M.
Venue : 183-185-K.I.D.C, Village - Dheku, Taluka - Khalapur, Dist. Raigad, Khopoli - 410203
Book Closure Date : 18"1 September, 2014 to 24,h September, 2014 (both days inclusive)
Registered Office : 183-185-K.I.D.C., Village -Dheku, Taluka-Khalapur, Dist. Raigad, Khopoli-410203
Equity Shares Listed : The Bombay Stock Exchange Limited (Code: 513488)
ISINNo. : INE387D01025
7. Registrar & Transfer Agents : Link Intime India Pvt. Ltd Pannalal Silk Mills Compound, 1s,Floor, L.B.S. Marg, Bhandup (W), Mumbai-78.
8. SHARE TRANSFER SYSTEM:
Shares lodged for transfer at the Company's Registered Office address or the share Transfer Agent's address is processed within 15 days from the date of lodgment, if the documents are clear in all respects. All requests for dematerialization of Shares are processed and the confirmation is given to the depositories within 15 days.
12. FINANCIAL RELEASE DATES FOR 2014-2015 (Tentative and subject to change)
Quarter Release Date
1st Quarter ending 30th June 2014 : End of July, 2014
2nd Quarter ending 30,h September 2014 : End of October, 2014
3rd Quarter ending 31st December 2014 : End of January, 2015
4th Quarter ending 31st March 2015 : End ofApril,2015
14. DEMATERIALISATION OF SHARES AND LIQUIDITY:
The Company's equity shares are under compulsory demat trading. As on March 31, 2014 electronic holding by Members is Comprising of 2058481 shares of the total equity capital of the Company (1214743 shares through the National Securities Depository Limited and 843738 shares through Central Depository Services (India) Limited.).
15. Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity : Nil
16. PLANT ADDRESS:
Gat No. 186/-185, K.I.D.C., Village Dheku, Taluka-Khalapur, Dist- Raigad, Khopoli- 410203.
17. ADDRESS FOR CORRESPONDENCE:
2nd Floor, Shiv Ashish Commercial Building, Plot No. 10, 19th Road, Chembur, Mumbai-71. Email: firstname.lastname@example.org