The Company pursuant to Clause 49 of the listing agreement with the Stock Exchanges furnishes its report on the code on Corporate Governance.
COMPANYS’ PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency,accountability and equity, in all facets of its operations, and in all its interactions Shareholders have right to have complete information about the Directors and Management and their interest in the company as well as governance practices followed by them. Towards this end, the company is making extensive disclosures from time to time.
Board of Directors
I. Composition and Category
The Board of Company as on date of report consist of four directors ( one executive and three non executive directors )
II. Board Meetings, attendance, position held in committee meetings
The Board met on 30.04.2010, 30.07.2010, 28.08.2010, 30.10.2010, 30.01.2011 and 31.03.2011 Notice of the meetings with agenda along with necessary details were sent to the directors in time
III. Audit Committee
Audit Committee, during the year under review, reconstituted and comprise of three members out of them two are independent directors. Shri Pravinbhai Patel, Independent Director, is a Chairman of the Audit Committe, and shri Nimesh Jariwala , independent director and Shri Ravjibhai Patel, Managing Director are members to the committee.
Committee met on 23.04.2010, 24.07.2010, 23.10.2010, and 22.01.2011 for perusal of financial position and un-audited quarterly result and also met on 20.08.2010, for the finalization of account for the year ended on 31.03.2011 and on 31.03.2011 for the review of financial position of the company. The Accounts and Financial position perused by the Audit Committee were placed before board for their consideration.
IV. REMUNERATION COMMITTEE :
As on date remuneration committee comprise of two members who are independent and non executive directors namely Shri Pravinbhai Patel, Chairman and Shri Nimesh Jariwala as per the requirement of Code of Corporate Governance as well as under Schedule XIII and under Clause 49 of the Listing Agreement. The Committee reviews and recommends the remuneration proposed to be paid to the Managing Director/Whole time Director and non-executive directors of the Company to the Board of Directors. The Committee is also empowered to decide on Employees’ Stock Option Scheme as and when such scheme is considered for introduction in the Company.
As on date Company has a Managing Director, remunerations of the executive directors has been duly approved by Committee, No remuneration were paid to Non-executive Directors including sitting fees for attending the meetings of the Board of Directors or committee thereof. Further the remunerations of the Managing Directors/Whole time Directors as recommended by the remuneration committee thereafter decided by the Board of Directors and then subsequently approved by the shareholders at the general meeting as required by the Companies Act, 1956. The Chairman & Managing Director /Whole-time Director are paid remuneration as per the terms and conditions approved by the Board of Directors and shareholders.
During the financial year 2010-11 no meeting of Remuneration Committee was held.
VI. SHARE TRANSFER COMMITTEE /INVESTOR GRIEVANCE COMMITTEE:
The Share Transfer cum Investors’/ Shareholders’ Grievance Committee comprise of three members chaired by Shri Bipinbhai Patel being non-executive director. The Committee looks into the redressal of investors complaints such as delay in transfer of equity shares, request for transmission of shares, issue of duplicate share certificates, non receipt of declared dividends/ annual reports etc.
During the financial year 2010-11, the Share Transfer cum Investors’ Grievance Committee met on 23.04.2010, 22.05.2010, 19.06.2010, 24.07.2010, 17.08.2010 15.09.2010, 16.10.2010, 30.10.2010,20.11.2019, 11.12.2010, 31.12.2010, 22.01.2011, 30.01.2011, 12.02.2011, 28.02.2011 and 19.03.2011.
Exclusive email id:
Further as per clause 47 (f) company has designated exclusive email id: firstname.lastname@example.org of grievance redressal service department exclusively for the purpose of registering complaints by investor. For, prompt disposal of any query or any matters Shareholders may contact to the Share Transfer Department on above referred email id.
VII. SHARE TRANSFER :
The company has in house Share Transfer division.
IX. MARKET PRICE DATA:
There were no trading in the shares on any of the Stock Exchanges during the year 2010-11 and hence month wise detail of market prices of the shares could not be provided.
X. MANAGEMENT DISCUSSION AND ANALYSIS :
Report on Management discussion and analysis has been given separately in this Annual Report and form part of this report.
XI. ANNUAL GENERAL MEETINGS
19th Annual General Meeting of the members of SURBHI INDUSTRIES LIMITED will be held on 30-09-2011, Friday at 11.00 A.M. at the registered office of the Company at Surbhi Estate, Mohanwadi, Katargam, Surat - 395004
XII. COMPLIANCE OFFICER:
As on date Mr. Aswin Patel is the Compliance Officer of the company.
At present the your Company’s securities are listed on the Bombay Stock Exchange Limited., Ahmedabad Stock Exchange Ltd and Vadodara Stock Exchange. As a cost saving measures and to conserve the resources company had applied to delist it shares from Ahmedabad Stock Exchange Ltd and Vadodara Stock Exchange and application is pending. Necessary steps are being taken to revoke the suspension at the Bombay Stock Exchange Limited.
XIV. STOCK CODE
(1.) Trading Scrip Code at The Bombay Stock Exchange Ltd. : 514260
(2.) Trading Scrip Code at Ahmedabad Stock Exchange Ltd. : 58190
(3.) Trading Scrip Code at Vadodara Stock Exchange Ltd. :
XV. FINANCIAL RESULTS:
The quarterly/half yearly /yearly financial results were informed in time to stock exchanges.
XVI. Book Closure
For updating records and shareholding information of the members of the company, the Share Transfer Books and Register of Members shall remain closed from 29-09-2011 to 30-09-2011 ( both days inclusive)
XVIII. REGISTERED OFFICE:
Theregistered office of the Company situated at Surbhi Estate, Mohanwadi, Katargam, Surat - 395004
Plot No. 249/1, Village : Karanj, Ta. Mandvi, Dist. Surat