CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PHILOSOPHY: Sita Enterprises Limited ("the Company") conducts its affairs in a fair and transparent manner and maintains fair ethical standards in dealings with all its constituents.
BOARD OF DIRECTORS:
During the year ended 31.3.2014 Five board meetings were held on 16/04/13, 30/05/13, 25/07/13, 25/10/13 and 28/01 /14.
The Company has constituted an audit committee with Mr. S Rathi as chairman, Mr. K K Agrawal as independent member and Mr. A Tulsyan as non-executive director. During the year 4 committee meetings were held which were attended by committee members. The broad terms of reference of the Audit Committee include, reviewing of annual financial statements, financial policies, adequacy of internal control systems and internal audit functions, overseeing of the Company's financial reporting process, appointment of auditors, etc.
REMUNERATION OF DIRECTORS:
Baring a payment of meeting fee of Rs. 5000/- to an independent director the Company does not pay remuneration to its directors and no committee has been formed for the purpose of remuneration.
SHARE HOLDERS / INVESTORS GRIEVANCES COMMITTEE: Mr. S.
Rathi- director heads the shareholders Committee. Mr. Vasant Vora -Assistant Manager is the Compliance Officer. During the year the Company received no complaint from shareholders and there were no pending complaint and share transfers as on 31.3.2014.
GENERAL BODY MEETINGS:
The last three Annual general meeting were held at Company's registered office on 30.09.2013 at 9.15 AM, 28.09.2012 at 9.15 AM and on 29.09.2011 at 9.15 AM. In the previous 3 Annual General Meetings no special resolution was passed. No special resolution through postal ballot was passed in the last year and no such resolution is proposed now.
DISCLOSURES: Transaction entered into with related parties as disclosed in notes to the accounts have no potential conflict with the interest of company at large. The Company has complied with the requirements of regulatory authorities on capital markets and no penalties or strictures have been imposed against it. Company is not implementing formal Whistle Blower policy considering the small size of its operations. However, no personnel has been denied access to the Audit Committee of the Company. The Company has implemented mandatory requirements of clause 49 of the listing agreement.
Code of Conduct :
The Board of Directors have adopted the Code of Business Conduct and Ethics for Directors and Senior Management which had been posted at website of the company- www.sitaenterprises.com
MEANS OF COMMUMNICATION: Quarterly results are normally published in Asian Age and Aapala Mahanagar. The results and news releases are displayed at the website of Bombay Stock Exchange -www.bseindia.com . and at www.sitaenterprises.com No presentations are made to institutional investors or to the analysts.
GENERAL SHAREHOLDER INFORMATION:
Date, time, venue, agenda and date of book closure of Annual General Meeting for 2014 :- as per Notice to shareholders - Financial year :- from 1st April to 31st March. The Company's shares have been listed at Bombay Stock Exchange - Scrip code 512589. The Para in Directors' report about listing forms part of this report.
SHARE TRANSFERS / DEMATERIALISATION:
Registrar & Share Transfer Agents (Both for Physical & Demat)
Link Intime India Pvt. Ltd. - C-13, Pannalal Silk Mills Compound, L.B.S.
Marg, Bhandup (W), Mumbai - 400 078.
All the transfers are received and processed by the Registrar and Transfer Agents. The Company has made dematerialisation arrangement of its shares with NSDL and CDSL. The ISIN allotted for it's shares is INE 579D01019. 89.94% of the total capital is held in Demat mode. The Company has not issued any GDRs/ ADRs/ Warrants or any convertible instruments.
DISTRIBUTION OF SHAREHOLDING:
as on 31-3-14 - Promoters -2250000 shares (75.00%) Private Corporate Bodies - 91,566 (3.05%) Indian Public - 6,56,059 shares (21.87%) Others - 2,375 shares (0.08%)
The Company does not have any plant.
ADDRESS FOR CORRESPONDENCE:
Sita Enterprises Ltd.
415/416, Arun Chambers, Tardeo Road, Mumbai - 400 034.
Website : www.sitaenterprises.com
Email - email@example.com