REPORT ON CORPORATE GOVERNANCE
The concept of Corporate Governance has been made mandatory through Clause 49 of the Listing Agreement in order to make management accountable to the shareholders for protection of their interest and effective management of the companies in the interest of the company. Your company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the Shareholders and the Company are properly served for long. The details of compliance of the Corporate Governance by the Company are as follows :
I. Company's philosophy on Corporate Governance :
Your Company has always given importance to attain the highest level of transparency, accountability and to built up confidence of the investors, employees and others through their operations and interactions and to see that the value of Shareholders are maximized.
II. Board of Directors : (A) Composition of Board:
The Board of Directors of the company comprises of three members with experiences in various fields. The Composition of Board of Directors is as follows
(B) Number of Board Meetings held & attended by Directors:
(i) Five Meetings of the Board of Directors were held during the year ended 31st March, 2014. These were held on :-
(1) 30th April, 2013 (2) 30th May, 2013
(3) 31st July, 2013 (4) 31st October, 2013
(5) 31st January, 2014
III. Audit Committee:
An Audit Committee was constituted by the Board of Directors on 31st October, 2002 to look after various matters which are in conformity with the requirements as per Clause 49 of the Listing Agreement with Stock Exchanges & consist of the following members:-
(1) Brij Mohan Kabra - Chairman
(2) Shri. Mukesh Kumar Nolkha - Member (4) Shri. Kaushal A. Mehta - Member
The Board of Directors of the Company has not formed any Remuneration Committee as the same was not required.
V. Board Procedure:
The Board of Directors of the Company has met five times during the year. Agenda papers of each meeting along with explanatory statements were circulated in advance to all the Directors. All the relevant information as required under Clause 49 of the Listing Agreement were placed before the Board from time to time.
VI. Shareholders/Investors Committee:
The Board of Directors has constituted a Shareholders/Investors Committee on 30th April 2002 under the Chairmanship of Non Executive Director, Mr. Kumar Bagrodia. However the same has been reconstituted w.e.f. 21st December 2005 with further reconstitution on 31st March, 2007. During the year ended 31st March, 2013, no investor complaints were received. There were no share transfers pending for registration for more than 30 days as on the said date.
VII. Compliance Certificate:
Compliance Certificate for Corporate Governance from Auditors of the Company is annexed herewith.
(i) There are no materially Significant Transactions with related parties viz. Promoters, Directors or the Management, their Subsidiaries or relatives conflicting with company's interest.
(ii) There have been no instances of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
X. Means of Communication :
Half - Yearly report sent to each household of shareholders : No
Quarterly results Which newspapers normally published in : The Financial Express and Mahanayak
Any website, where displayed : www. bseindia. com
Whether MD&A is a part of annual report : Yes
XI. General Shareholder Information :
> Thirteeth Annual General Meeting of the Company will be the held on Saturday 20th September, 2014 at 12.00 p.m. at Registered Office of the Company at 61,'B' Wing Mittal Tower, 6th Floor, 210, Nariman Point, Mumbai - 400 021.
> Financial Calendar 2014 - 2015 :
(a) First Quarterly Results : Before end of July, 2014.
(b) Second Quarterly Results : Before end of October, 2014.
(c) Third Quarterly Results : Before end of January, 2015.
(d) Fourth Quarterly Results : Before end of April, 2015.
> Date of Book Closure - Thursday, 18th September, 2014 to Friday 19th September, 2014
> Dividend Payment Date - No Dividend is declared for the year.
> Listing on Stock Exchanges - The Shares of Company are listed on:
The Mumbai Stock Exchange. Phorozee Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai - 400 001.
Listing Fees for the year 2013- 2014 has been paid to the Stock Exchange.
> Stock Code :- 512014.
> Demat ISIN Number in CDSL : INE754D01018.
> Since there were no transactions on the Mumbai Stock Exchange for the period from 01.04.2013 to 31.03.2014, high/low prices during each month & performance in comparison to broad-based indices is not shown.
> Registrar and Transfer Agent : M/s Purva Sharegistry (India) Private Limited, Shivshakti Ind. Estate, Gala No. 9, Sitaram Mills Compound, J.R.. Boricha Marg,, Mahalaxmi - 400 011.
> Share Transfer System :- Share Transfers approved by the Board of Directors are registered & returned by the Registrar & Share Transfer Agent within a period of 30 days from the date of receipt, if the documents are clear in all respects.
> Dematerialisation of Shares and Liquidity :- 82,830 shares representing 34.51% of Company's total shares were held in dematerialized form as on 31st March, 2014 and the balance 1,57,170 shares representing 65.49% of Company's total shares were held in physical form.
> Address for Correspondence : M/s. Sobhagya Mercantile Limited. 61, Mittal Tower, 'B' Wing, 210, Nariman Point, Mumbai - 400 021.