CORPORATE GOVERNANCE REPORT
This report on Corporate Governance forms part of the report of the Directors to the members. This report complies with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges and also provides a window through which one can view the constitution and functioning of the organization in its march to achieve its stated objectives.
Company's Philosophy on Corporate Governance:
The Company's philosophy on Corporate Governance envisages the attainment of the highest level of transparency, accountability and equity in all facets of its operations and in all its interactions with its stakeholders including members, employees, the government and lenders. Your company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value over a sustained period of time. The Company's Corporate Governance policies recognize the Company's commitment to good and efficient Corporate Governance. The Board of Directors - the Company's high policy making body is committed in its responsibility for all decisions to all constituents, including investors, employees and regulatory authorities. The Company recognizes that the members are ultimately the persons who are catalysts to the economic activities and also the ultimate beneficiaries thereof.
Composition of Board
The Board, currently has, four members (who are suitably qualified, experienced, and competent), and periodically reviews the need for its expansion. As per the current Articles of Association of the Company, the Board can have a maximum up to 12 (Twelve) Directors.
The Board has been constituted in a manner, which will result in appropriate mix of executive and independent directors. This has been done to preserve the independence of the Board and to separate the Board functions of policy decisions and governance and the day-to-day management. The Board functions either as a full-fledged Board or through committee. Policy formulation, setting up the goals, evaluation of the performances and control functions vest with the Board, while the committee oversees operational issues. The current Board has one independent director and two executive directors.
Six meetings of the Board of Director were held during the year under review on 27.04.2009,28.07.2009, 30.07.2009, 28.08.2009, 30.10.2009 and 27.01.2010
Committee of Directors
The board of Directors provides guidance to operating management on policy matters as well as in the monitoring of the action of operating management. This involvement is formalized through the constitution of designated committee of Board. The committees are intended to provide regular exchange of information and ideas between the Board and operating management.
To provide assistance to the Board of Directors of the Company the Audit committee was constituted. It consists of Chairman and two other members. The Chairman of the Audit Committee is independent Non-Executive Director. The Audit Committee provides direction to and oversees the Audit and the Risk Management functions, reviews the financial accounts, interacts with statutory auditors and reviews matters of special interest.
Composition, Name of Members, Chairman and other Details
1. Mr. Harendra Hagde (Chairman)
2. Mr. Ashutosh Bajpaye
3. Mr. Ghanshyam Taparia
General shareholder Information
Compliance Officer: Mr. Ravindra Waghmare
(a) Twenty Seventh Annual General Meeting
Date :27th September, 2010
Time :11.00 A.M.
Venue :Amrit Dham, Suite No. 5 & 6, P.O. Danesh Sekh Lane, Nityanand Nagar, Bakultolla, Howrah-711 109.
(b) Financial Calendar
Publication of Unaudited Results
Quarter ending 3rd / 4th week of
June 30, 2009 July, 2009
September 30, 2009 October, 2009
December 31, 2009 January, 2010
March 31, 2010 April, 2010
(c) Book Closure Date
27.09.2010 to 27.09.2010. (Both days inclusive)
(d) Listing on Stock Exchanges
The Equity Shares of the Company are listed on The Stock Exchange, Mumbai, and Calcutta Stock Exchange Association Limited. The Company confirms that it has paid annual listing fees to The Stock Exchange, Mumbai and Calcutta Stock Exchange Association Limited, for the year 2010-11.
(e) Stock Code
The stock codes of the shares listed at the Stock Exchanges are given below:
Name of the Company Code
(i) The Stock Exchange, Mumbai 512640
(ii) Calcutta Stock Exchange Association Limited 10015092
(g) Name of depository with whom the Company has entered into Agreement
The Company has signed the Agreements with National Securities Depository Limited and Central Depository Services (India) Limited.
(h) Registrar and Transfer Agents:
For Physical Shares:
ABS Consultants Private Limited.
99, Stephen House, 4, B. B. D. Bagh (E), Kolkata-700 001.
Share Transfer System
Transfer of Shares, splitting/consolidation of share certificates and issue of duplicate shares is delegated to a Share Transfer Committee consisting of Mr Harendra Hegde (Director) and Mr. Binit Kumar Shukla, Mr. Bachh Raj Kothari members. During the year under report Share Transfer Committee met Seven (Seven) Times.
(I) Dematerialisation of Shareholding
As per the directions of SEBI the company's shares are in demateriiaised form. So the shareholders have the option to hold/ trade their shares in the electronic mode. To enable the shareholders to have an easy access to the demat system the company has executed agreements with National securities depository Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL).
(m) Address for Correspondence Registered Office:
Amrit Dham, Suite No. 5 & 6, P.O. Danesh Sekh Lane, Nityanand Nagar, Bakultolla, Howrah-711 109.
The Company has entered into certain transaction with Companies in which the Directors or the Management or their relatives, etc., have interest. However, these transactions are of routine nature and do not have any potential conflict with the interest of the Company at large.
There is neither any non-compliance with any of the legal provision of law by the Company nor any penalty or stricture imposed by the Stock Exchange / SEBI / any other statutory authority, on matter related to the capital markets, during the last three years.
Means of communication
Information like Quarterly Financial Results and press releases on significant developments of the Company have been made available from time to time to the press and have also been submitted to the Stock Exchanges to enable them to put on their Web Sites. The quarterly Financial Results are published in English and Vernacular newspapers.