Report on Corporate Governance for
The Year Ended on 31~ March. 2015
(as required under clause 49 of the listing agreement)
1. Board of Directors
a. The Board consists of four directors including Chairman-cum-Managing Director. Three of the Directors on the Board are independent directors. All Directors are non-executive since no remuneration is paid to any director, except sitting fees, if claimed. The details of composition and categories of Directors are as under:
Sr. No. Name of Director Category
1. Shri Surjeet Lai, Chairman and M.D. Non Independent and Non Executive
2. Shri D N Singh Independent and Non Executive
3. Shri Shailendra Singh Sengar Independent and Non Executive
4. Ms Nishi Arora Independent and Non Executive
b. During the financial year 2014-15, the Board of Directors met 12 times on 30.05.2014, 09.06.2014, 16.07.2014, 14.08.2014, 22.08.2014, 14.11.2014, 08.12.2014, 26.12.2014, 12.02.2015, 18.02.2015, 27.02.2015 and 27.03.2015. Each of the directors attended all the meetings except that Shri G.D. Arora could not attend any of the 6 meetings held before his resignation on 08.12.2014. The minimum gap between any two meetings was less than 120 days. No director was a member of more than 10 committees and was not Chairman of more than five committees. A code of conduct for all Board members and senior managers has been framed and circulated. The code of conduct has been complied by all the directors and senior managers. Last AGM held on 30.09.2014 was attended by Shri Surjeet Lai the Chairman and Managing Director and Shri Deenanath Singh Chairman of the Audit Committee.
2. Audit Committee
The Audit Committee comprises of three directors Shri D. N. Singh (Chairman), Shri Surjeet Lai, Managing Director and Shri Shailendra Singh Sengar, Director. Two of them are independent. All the members of the committee are financially literate and the Chairman Shri D. N. Singh, an independent director, is having vide experience of industry and has passed Intermediate (Group I) of ICWA. The last AGM held on 30.09.2014 was attended by the Chairman of the Audit Committee Shri D.N. Singh. During 2014-15 the audit committee met four times. The gap between any two meetings was not more than four months. The quorum was complied with. All the members of the committee attended all the meetings. The Committee has been given the powers and assigned the role as per clause 49 and as per section 177 of the Companies Act, 2013.
3. Nomination & Remuneration Committee
Nomination and Remuneration Committee consists of Ms. Nishi Arora, Shri D.N. Singh and Shri S.S. Senger. However, no remuneration is being paid to any Director except sitting fees, if claimed. The Committee has not held any meeting so far.
4. Stakeholders Relationship Committee
Stakeholders Relationship Committee comprises of Chairman Shri S.S.Senger (non-executive) and Shri Surjeet Lai. The committee is duly authorized to effect transfers, transmission, issue of duplicate shares, dematerialization etc. The registrar and transfer agent, Mas Services Pvt. Ltd. has been authorized to effect transfers etc. The committee generally meets once in a month. The Committee has also been authorized to look into shareholders grievances. Under the SEBI Complaints Redress System, the company has authorized the RTA to give action taken report on shareholders complaints. During2014-15,only 4 complaints were received from shareholders etc. which were resolved. There was no pending complaint as on 31.03.2015. There was no transfer pending for more than 21 days as at the end of the year. Shri Surjeet Lai, Managing Director is the Compliance Officer.
(a) The Company has whistle blower policy under which all employees are having direct access to the management in case of any complaint about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics. No person was denied access to the audit committee.
(b) No director is paid any remuneration by the company except sitting fees of Rs.1000/ for attending each Board Meeting, if claimed.
(c) There were no instances of non-compliance or penalty imposed on the company by Bombay Stock Exchange Limited, National Stock Exchange of India or S.E.B.I or any other statutory authority on any matter related to capital market, during the last three years.
(d) The Company is complying with all mandatory requirements of Clause 49 of the listing agreement.
(e) There were no contracts with related parties during 2014-15.
6. Means of Communication
The quarterly, half-yearly and yearly financial results of the company are sent to the stock exchanges immediately after they are approved by the Board. These are also published in the prescribed proforma as per the listing agreement in two newspapers of Delhi from time to time. No presentations were made to any institutional investors or analysts. The Company also has exclusive e-mail ID i.e. firstname.lastname@example.org for investors to contact the company in case any information is needed by any investor.
8.General Share Holder Information:
(i) Annual General Meeting
Date &Time : 30th Day of September 2015 at 11.00 a.m.
Venue : At Executive Club, Dolly Farms and Resorts Pvt. Ltd, 439, Village Shahoorpur, RO. Fatehpur Beri, New Delhi- 30
(ii) Financial Calendar 2014-15 relating to approval of financial results.
First Quarterly Result August, 2014
Second Quarterly Result November, 2014
Third Quarterly Result February, 2015
Fourth Quarter Result May, 2015
Annual results for the year ending on 31.03.2015 : August, 2015
(iii) Book Closure
23.09.2015 to 30.09.2015 (Both days inclusive)
(iv) Dividend for 2014-15 will be paid to shareholders as on the date of the AGM i.e. 30.09.2015
(v) Listing on Stock Exchange :
Bombay Stock Exchange Limited, Mumbai
National Stock Exchange of India, Mumbai
(vi) Equity Stock Code :
ISIN No :
The Company has already paid the Listing fees of both the Stock Exchanges for the year 2015-16.
(vii) Registrar and Transfer Agents:
M/s MAS SERVICES LIMITEDT-34, Okhla Industrial Area, Phase II, Delhi -110020
(viii) Share Transfers are registered and returned in the normal course within an average period of 15 days from the date of receipt, if the documents are in order in all respects.
The shares of the Company have been dematerialized. The position of dematerialization is given below:
Form No. of Shares As on 31.03.2015
The promoters along with persons acting in concert held 22.804% of the paid up capital on 31.03.15, private bodies corporate held 0.562% while NRI's/ OCBs held 0.115% on that date.
The company is not having any subsidiary.
(x) Investor Correspondence:
Any query relating to shares and request for transactions such as transfer, transmission and nomination facilities, duplicate share certificates, change of address, non-receipt of dividend/ and/or Annual Report, and also regarding dematerialization/ rematerialisation of shares may be taken up with the Registrar and Transfer Agent:
MAS SERVICES LIMITED
T-34.0KHLA INDUSTRIAL AREA PHASE II, DELHI-110020
TELEPHONE NO.: 011 -26387281-83 FAX NO.: 011-26387384