Corporate Governance Report

Corporate Governance is administered through our Board and the Committees of the Board. In compliance with Clause 49 of the Listing Agreement with the Stock Exchange, we have formed the Audit Committee, Shareholders’ / Investors Grievance Committee and Remuneration Committee. However, the primary responsibility for upholding Corporate Governance and providing necessary disclosures within the framework of legal provisions and institutional conventions with commitment to enhance shareholders’ value vests with our Board.

Our Company being listed Company; we are in compliance with the applicable provisions of the Listing Agreements pertaining to Corporate Governance, including composition of Board of Directors, appointment of Independent Directors.

The Board of Directors of the Company consists of 5 (Five) members and out of 5 (Five) Directors 3 (Three) are Non Executive Independent Directors, 1 (One) is Non-Executive Directors and 1(One) is Executive Director.

Our Company has constituted an Audit Committee, Remuneration Committee and Shareholders/Investor’s Grievance committee, as per the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement to be entered with Stock Exchanges. The terms of reference of Audit Committee, Remuneration Committee and Shareholders/Investor’s Grievance committee complies with the requirements of Clause 49 of the Listing Agreement, entered into with the Stock Exchanges.
In terms of the above stated provision of listing agreement, the Company originally constituted its Audit Committee, Remuneration Committee and Shareholder/ Investor Grievance Committee on 31st March, 2014.

 

Committee Name of the Director Designation
Audit Committee
Mr. Suresh Kumar Gupta Chairman
Mr. Vishnu Dusad Member
Mrs. Ruchi Gupta Member
Remuneration Committee
Mr. Suresh Kumar Gupta Chairman
Mr. Vishnu Dusad Member
Mrs. Ruchi Gupta Member
Shareholder/ Investor Grievance Committee
Mr. Suresh Kumar Gupta Chairman
Mr. Vishnu Dusad Member
Mrs. Ruchi Gupta Member

 

BOARD PROCEDURE
The Board of Directors meets at least once in a quarter and there will be not less than 4 meetings in a year. The agenda for the meeting together with the relevant notes are circulated in accordance with the provisions of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE
Our Company is in compliance with the provisions of the clause 49 of the Listing Agreement of the Stock Exchange.

CODE OF CONDUCT
The Company has adopted the Code of Conduct and ethics for Directors and Senior Management. The code has been circulated to all the Member of the Board and Senior Management and the same has been put on the company’s website www.. The Board Members and Senior Management has affirmed their compliance with the code of conduct and a declaration signed by the Managing Director of the Company is appearing elsewhere in the Annual Report.

COMPLIANCE WITH LISTING AGREEMENT
Our Company is listed on Ahmedabad Stock Exchange Limited, Delhi Stock Exchange Limited and Jaipur Stock Exchange Limited has complied with the requirements under the Listing Agreement of ASEL, DSEL and JSEL. The requisite annual listing fee to the ASEL, DSEL and JSEL for the year 2012-13 and 2013-14 has been paid.

DECLARATION OF OPERATING RESULTS
We declare the Quarterly operating results which are reported to the Stock Exchange in compliance with the provisions of the Listing Agreement. The un-audited/audited quarterly results are declared and published in the newspapers as per Clause 41 of the Listing Agreement.

PAYMENT OR BENEFITS
No amount or benefit (other than salary) has been paid or given by Our Company within two preceding years or intended to be given to any officer of Our Company.

LOAN TAKEN BY DIRECTORS/ KEY MANAGEMENT PERSONNEL
Our Company has not provided any loan to Directors / Key Managerial Personnel.