REPORT ON CORPORATE GOVERNANCE
(Pursuant to clause 49 & 51 of the Listing Agreement entered into with the Stock Exchange, where the shares of the Company are listed.)
1. COMPANY'S PHILOSOPHY:
The Company firmly believes in and has constantly practiced good Corporate Governance. The Company's essential character is shaped by the very values of transparency, professionalism and accountability. The Company will endeavour to improve on these aspects on going basis and achieve long term corporate goals, Good Corporate practices ensure that a company meets its obligations to optimize shareholders value and fulfill its responsibilities to the community, customers, employees, government and other segments of the society.
2. COMMITTEES OF THE BOARD:
The Board of Director had constituted three committees of the Director with adequate delegation of powers to discharge urgent business of the Company. These Committees are as under:
ii) Share Transfer & Shareholders Grievance Committee,
iii) Remuneration Committee.
(I) Audit Committee.
i) Terms of reference:
Apart from all the matters provided in clause 49 of the listing agreement and section 292-A of the companies Act. 1956. the committee reviews reports of the internal Audit Department and discusses their finding, suggestions, internal control system, matters and review major accounting policies followed by the Company. The role and powers of the Audit Committee are as laid down under the relevant clauses of the listing agreement and under the provisions of section 292 (A) of the companies Act, 1956.
ii) Share Transfer & Shareholders Grievance Committee:
The committee consists of two member Director during the year under review. The committee dealt with various matters relating to approval of transfer and transmission, issue of duplicate share certificates, split and consolidation of certificates, dematerialization and rematerialization request, monitoring of shareholders complaints and share price governments and other allied matters.
The Company attends the investor's grievances/ correspondence expeditiously and usually reply is sent immediately from the date of receipt.
The Company ensures that the transfer of share are effected within one month from their lodgment. During the year under review, any complaints received from the investors were properly attended / resolved and no complaints were pending as on 31st March, 2011.
iii) Remuneration Committee:
The strength of the remuneration committee of the Board of Directors is two, During the financial year, no meeting of this committee was held in view of the fact that the Company pays no remuneration to chairman-cum-Managing Director and Jt. Managing Director. The Company does not pay any remuneration to its non- Executive Director apart from sitting fees for attending the meeting of the Board / Committee thereof.
(i) There are no materially significant transaction with the related parties viz. promoters, directors or the management, their subsidiaries or relatives etc. that may have a confecting potential conflict with the interest of the Company at large to the extent disclosed in note on Accounts.
(ii) No penalties have been imposed on the company by the stock exchange or SEBI or any other statutory authorities on any matter related to capital markets for non- compliance by the Company.
4. MEANS OF COMMUNICATION:
The quarterly, half yearly, un-audited financial results and annual audited financial results of the Company are sent to the Stock Exchange after these are approved by the Board. The un-audited and audited financial results are normally published in national level English news paper and in Hindi News paper circulate in the region
5. GENERAL SHAREHOLDERS INFORMATION
(I) 30th Annual General Meeting
Venue: Registered office at Sadar Bazar, Gulabpura-311021, Distt. Bhilwara (Raj)
Time: 4.00 PM
Date: 30th September. 2011
(II) Financial Calendar (Tentative)
Financial year: April - March,
First Quarter results: Last week of JULY, 2010
Half yearly results: IInd week of Oct., 2010
Third quarter results: Last week of Jan., 2011
Results for the year: IIIrd Week of May, 2011
Ended 31st March, 2011
(III) Book Closure:
The register of members and shareholders transfer books of the Company shall remain closed from Saturday the day of 24th Sept. 2011 to Friday the day of 30th September, 2011 (both days inclusive)
No dividend was recommended by the board for the financial year 2010-2011.
(V) Listing on stock exchange:-
The name of the stock exchange at which the equity shares of the Company are listed.
1. The Bombay Stock Exchange, Mumbai
(VI) Market price date:
High/Low of market prices of the Company's equity shares traded on the Stock Exchange Mumbai during the last financial year were as follows:-
Suspended due to procedural reasons. The re-listing is in process.
(VII) Register and share transfer system:-
There is share transfer agent of the Company. The Company is availing the services of M/s Big Share Services, Pvt. Limited, Mumbai for the purpose of electronic connectivity with both the Depositories i.e. N.S.D.L. and C.D.S.L. and physical transfers. The dematerialized share are directly transferred to the beneficiaries by the Depositories.
(VIII) Dematerialisation of share and liquidity:-
The shares of the Company fall under the category of compulsory delivery in dematerialized mode by all categories of investors and are actively traded under rolling settlement. M/s Bigshare Services Pvt. Ltd., Mumbai is working as Register for electronic connectivity with both the Depositories and 42.31% equity shares of the Company have already been dematerialized till 31st March, 2011 through National Securities Depository Limited ( NSDL ) AND Central Depository Services (India) Limited (CDSL).
(IX) Address of transfer agent
M/s Bigshare Services Pvt. Ltd.,
E- 2 & 3 Ansa Indu. Estate, Saki Vihar Road, Saki Naka, Andheri (E) MUMBAI 400 072
Address for correspondence:
Sadar Bazar to Company. P.O.Gulabpura-311021, Distt. Bhilwara (Raj.)