*CORPORATE GOVERNANCE REPORT
* The company has increased its paid up share capital w.e.f. 13th December, 2013, hence Corporate Governance report is give for period 13th December,2013 to 31st March, 2014. The Company presents its report on compliance of Corporate Governance conditions specified in Clause 49 of Listing Agreement.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance contains a set of principles, process and systems to be followed by directors, Management and all Employees of the Company for increasing the shareholders' value, keeping in view interest of other stakeholders. While adhering to the above, the Company is committed integrity, transparency, accountability and compliance with laws in all dealings with shareholders, employees, the Government, customers, suppliers and other stakeholders.
The Company is in process of compliance with the requirements as stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges with regard to corporate governance.
The Board is in process of constituting three committees of namely Audit committee, Stakeholders Relation Committee and Remuneration committee.
The Board meets at least once every quarter to review the quarterly performance and the financial results. The Board's role, functions, responsibility and accountability are clearly defined. All major decisions involving policy formulations, business plans, annual operating budgets, compliance with statutory requirements, major accounting provisions and write-offs are considered by the Board.
The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. However, during the year under review there is no salary paid to any of the directors of the company.
Details of shareholders' complaints received, not solved and pending share transfers:
During the Financial year ended 31st March, 2014, the Company had not received any complaint from the Shareholder. Hence, there are no complaints pending to be replied or attended to.
The Company has passed Special Resolution in Extra Ordinary General Meeting in the financial year 2013-14 in respect of following matters are as under:
- Increase in Authorised Share Capital of the Company from Rs. 25,00,000/- to 11,00,00,000/-.
- For allotment of Equity shares on preferential basis;
- The details regarding related party transactions, if any, are given in the Notes to Accounts to the Annual Accounts for the year ended 31st March, 2014.
MEANS OF COMMUNICATION:
- The Company publishes its quarterly audited & unaudited financial results in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region (Maharashtra), where the registered office of the Company is situated.
- The Company normally published its financial results in the one English Newspaper i.e. "The Financial Express" and in one language of the region (Maharashtra) i.e. "Mahanayak".
- The Company also sends the financial results to the Stock Exchange immediately after it is approved by the Board and it is displayed on the website of BSE.
- The Company informs all the official news releases to the BSE and it is displayed on the website of BSE.
- The presentations, if any, made to Institutional Investors or to the analysts will be covered in the Company's website, which is under process.
The Management Discussion and Analysis report prepared by the management and forming part of the Annual Report is separately attached.
SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL:
As stipulated by SEBI, a Company Secretary in Whole Time Practice carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges as well as placed before the Board of Directors. The audit confirms that the total Listed and paid up capital is in agreement with the aggregate of the total number of Shares in dematerialised form (held by NSDL and CDSL) and total number of Shares in physical form.
GENERAL SHAREHOLDERS' INFORMATION:
Annual General Meeting
Day, Date and Time Venue :
Monday, September 22, 2014 at 04.30 P.M. At 501, Raj Kailash Building, Plot No 5/B, V P Road, Andheri (West), Mumbai - 400 058.
1st April, 2014 to 31st March, 2015 [tentative]
Financial Reporting for the quarter ending 30th June, 2014 : - Up to 15th August, 2014
Financial Reporting for the quarter ending 30th September, 2014 : - Up to 15th November 2014
Financial Reporting for the quarter ending 31st December, 2014 - Up to 15th February 2015
Financial Reporting for the year ending 31st March, 2015 - Up to 29th May 2015
Date of Book Closure : Thursday,19th September, 2014 to Monday, 22nd September, 2014 (both days inclusive).
Listing on Stock Exchange :
Bombay Stock Exchange Limited [BSE] Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Web: www.bseindia.com
Scrip Code : 505515
ISIN : INE203N01015
Market Price Data
The trading of the equity shares of the company was earlier suspended however the suspension was revoked w.e.f 14st March, 2012 and currently the shares are not actively traded on the BSE.
Registrar & Share Transfer Agent
M/s. System Support Services 209, Shivai Industrial Estate, 89, Andheri-Kurla Road, (Next to Logitech Park, Above McDonalds), Sakinaka, Andheri (East), Mumbai,- 400 058. Tel. Nos. : 022- 28500835/Fax No. : 022-28501438
Share Transfer System
Shares sent for transfer in physical to M/s. System Support Services (R&T Agents), are registered and returned within a period of 15 days from the date of receipt, if the documents are in order. The Share Transfer Committee meets generally on a fortnightly basis to consider the transfer proposal. All requests for dematerialization of shares are processed by the Company and M/s. System Support Services within 21 days.
Dematerialisation of shares
As on 31st March, 2014, 80,50,000 of Rs. 10/- each comprising 97.10% of the total paid up share capital were held in dematerialized form with NSDL and CDSL.
Address for Correspondence Register Office
501, Raj Kailash Building, Plot No 5/B, V P Road, Andheri (West), Mumbai - 400 058 Tel:-+91-22-26206720 Fax:-+91-22-26206720 Web Site: www.shyamkamal.com
Mr. Kailashchandra Kedia
M/s. System Support Services 209, Shivai Industrial Estate, 89, Andheri-Kurla Road, (Next to Logitech Park, Above McDonalds), Sakinaka, Andheri (East), Mumbai- 400 058.
Shyamkamal Investment Limited
501, Raj Kailash Building, Plot No 5/B, V P Road, Andheri (West), Mumbai - 400 058 Tel:-+91-22-26206720 Web Site: www.shyamkamal.com
Compliance Officer Address of Correspondence
Any query on Annual Report: