CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PHILOSOPHY:
The Company's activities are carried out in accordance with good corporate practices and the Company is constandy striving to better them and adopt the best practices. It is firmly believed that good governance practices would ensure efficient conduct of tile affairs of the Company and help the Company achieve its goal of maximizing value of all its stakeholders. The Company will continue to focus its resources, strengths and strategies to achieve its vision of becoming one of the competitive organisation in its field. While upholding the core values of transparency, integrity, honesty accountability, which is the fundamental of our organisation. The Board of Directors believe that excellence in Corporate Governance Practices can be achieved only if the spirit of Corporate Governance is followed right from the top management to the last level employee of the Company.
BOARD OF DIRECTORS:
The Board comprises of four Directors, all being Two Executive Directors and Two Non-Executive Directors as on March 31, 2015. All the Directors are well experienced in their respective fields with experience in overall management, finance and law. They bring a wide range of skills and experience to the Board.
A Director is considered to be independent if he/she:
a) has no formal pecuniary relationship with the company;
b) is not a large client of the company.
c) is not a close relative of the promoter and/ or any Executive Director;
d) is not holding significant stake; and
e) is not a nominee of large stakeholders.
PARTICIPATION AND INTEREST OF DIRECTORS:
Since the commencement of the Financial Year 2014-15 till March 31, 2015, a total of 4 Board Meetings were held by the company the outcomes of which have been regularly communicated to the Stock Exchange. The maximum time gap between two board meetings did not exceed the limits prescribed in Clause 49 of listing agreement. The following table gives details of participation of the directors of the Company in Board Meetings and AGMs of the Company and interests of these directors in other companies:
Independent and Non-independent Directors with majority of Independent Directors, which is in compliance with the amended Clause 49 of Listing Agreement. The Committee is headed by Mr. Yogesh Rathiwadekar, Non-Executive Independent Director.
The Company has constituted an Audit Committee. Currently, the committee consists of three directors with an optimum mix of
All the directors have good knowledge of corporate and project finance, accounts and Company law. The committee held four meetings during the year. The audit committee considered audit reports covering operational, financial and also the quarterly results of the Company. The minutes of the meetings of the audit committee are placed before the Board. The terms of reference of the audit committee are in accordance with all the items listed in Clause 49 (II) (D) and (E) of the Listing Agreement.
The committee held its meetings and maximum time gap between two meetings are well within the requirements of amended Clause 49 of Listing Agreement with BSE.
Since the Company is not paying any remuneration to its executive director, the Company is not required to appoint Remuneration Committee. Accordingly, the Company has not constituted any such Committee.
SHAREHOLDERS' /INVESTORS' GRIEVANCE COMMITIEE
Shareholders'/ Investors' Grievance Committee of the Directors wasconstituted to specifically look into the redressal of complaints of investors relating to transfer of shares, non-receipt of dividend/ notices/ annual reports etc.
One meeting of the Shareholders'/ Investors' Grievance Committee was held during the year on March 31, 2014. The Committee comprises of Mr. Yogesh Rathiwadekar a Non-Executive Director as Chairman, Mr. Mayur Jamdhade as a member. The total number of complaints received and replied to the satisfaction of shareholders during the year under review was none. There were no complaints pending as on March 31, 2015.
Name, designation and address of Compliance Officer:
Mr. Y K Potdar
143-145, Block No.l, Khaitan Chambers, Modi Street, Fort, Mumbai 400001
COMPLIANCE WITH OTHER MANDATORY REQUIREMENTS:
Management Discussion & Analysis:
A Management Discussion and Analysis Report forms part of the Annual report and includes discussions on various matters specified under clause 49(1V)(F) of the Listing Agreement.
The company does not have any subsidiary entity and hence the disclosure in relation to the subsidiary company is not required.
As required by revised clause 49, a statement in summary form of transactions with related parties is being periodically placed before the Audit Committee.
Disclosure of Accounting Treatment
In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.
Disclosures on Risk Management
The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Board shall periodically review the same.
Code of Conduct
The Board has formulated a code of conduct for the Board members of the Company. AH Board members have affirmed their compliance with the code. A declaration to this effect signed by the Chairman of the Board of Directors of the Company is given elsewhere in the Annual Report.
A certificate from Chairman on the financial statements of the Company was placed before the Board.
Review of Directors' Responsibility Statement
The Board in its report have confirmed that the annual accounts for the year ended March 31, 2015 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.
COMPLIANCE WITH NON-MANDATORY REQUIREMENTS
Half yearly results of the Company are published in the newspapers:
b) Free Press Journal
Strategic decisions were taken during the year resulting in unqualified financial statements of the Company.
Training of Board Members:
The Company has not yet adopted any training programme for the member of the Board.
Whistle Blower Policy:
The Company has not adopted any Whistle Blower policy.
l.The Company has not entered into related party transaction as set out in the notes to accounts, which are not likely to have a conflict with the Company's interest.
2. There were no material pecuniary relationships or transactions of the Non-Executive Directors visa-vis the Company.
3. There were no material transactions by the Company with its promoters, directors, management or their relatives that may have potential conflict with the interest of the Company at large.
4. There were no penalties or strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets at any time during last 3 years.
MEANS OF COMMUNICATIONS:
a) Quarterly/ Half yearly financial results of the company are forwarded to Bombay Stock Exchange Limited and published in Free Press Journal and Navshakti Half yearly report is not sent to each household of shareholders.
However, the results of the company are published in the newspapers.
b)The Company has not made any presentation to any institutional investors or to any analysts' during the year.
c) The Company has a website.
GENERAL SHAREHOLDER INFORMATION
Registrar & Share Transfer Agents The Company has appointed System Support Services as its Registrar & Share Transfer Agents. Shareholders are advised to approach System Support Services on the following address for any shares related quires and problems:
System Support Services
209, Shivani Industrial Estate, 89 Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai-400072
Share Transfer System:
Share transfers in physical form are registered and returned within the stipulated time, if documents are clear in all respects. Officers/Directors of the Company have been authorized to approve transfers.
Trading in Equity Shares of the Company is permitted only in dematerialized form. All requests for Dematerialization of shares are processed and the confirmation is given to the respective depositories i.e. Central Depository Services (India) Limited (CDSL) within the stipulated time. Upto 31.03.2015, 99.95 equity shares of the Company have been dematerialized.
-WithNSDL 1 1,61,240
Total No. of Shares dematerialized upto 31.03.201519,19,050
Outstanding GDRs/ ADRs/ Warrants or any convertible instruments:
As of date, the Company has not issued these types of securities.
Address for Correspondence:
Shareholders are requested to direct all share related correspondence to System Support Services and only non-share related correspondence and complaints regarding System Support Services to the Compliance Officer at the registered office of the Company.
Declaration on compliance with code of Conduct:
It is hereby affirmed that all the directors have complied with the Code of Conduct framed by the Company and a confirmation to that effect has been obtained from the directors.
The Auditor's Certificate dated May 30, 2015 issued by M/s RSVA & Co., Chartered Accountants, Statutory Auditors on compliance of the Corporate Governance requirements by the Company is annexed herewith.
By Order of the Board of Directors
Y K Potdar
Mumbai, 5th Sept, 2015