53
disclosure as required by Accounting Standard (AS18)
has been made under note No.42 of the Annual
Accounts.
b) The Company has followed all relevant accounting
standards notified by the Companies Accounting
Standards Rules 2006 and relevant provisions of the
Companies Act 1956 while preparing its financial
statements.
c) The Company has complied with all the requirements
of the listing agreements with the Stock Exchanges as
well as regulations and guidelines of SEBI. No penalties
have been imposed or stricture has been issued by
SEBI, Stock Exchanges or any Statutory Authorities on
matters relating to Capital Markets during the last three
years.
d) DETAILS OF COMPLIANCE WITH NON – MANDATORY
REQUIREMENTS OF CLAUSE 49 OF THE LISTING
AGREEMENT.
The status of Compliance with Non- Mandatory
requirements of clause 49 of the Listing Agreement is
provided below:
i) Tenure of Independent Director
:
No Maximum
tenure for the independent director has been
specifically determined.
ii) Remuneration Committee :
The Board has set a
remuneration committee for which details have been
provided in this report under clause IV above.
iii) Shareholders’ Right :
As the quarterly and half
yearly performance are published in the newspapers
and are also posted on the Company’s Website, the
same are not being sent separately to the shareholders.
iv) Audit Qualification :
The Company’s financial
statement for the year 2013 does not contain any audit
qualification
v) Training of the Board Members:
The Board
Members are well experienced to perform their role
best suited to the Business. The Board Members are
fully updated on all the new initiatives proposed by
the Company, developments in the domestic / global
corporate and industry scenario, changes in statutes
/ legislation & economic environment and critical
business issues. On the matters of specialized nature,
the Company engages outside experts / consultants for
presentation and discussion with the Board Members.
vi) Whistle Blower Policy
The Company has framed a mechanism which allows
any employee to approach the Management without
informing his supervisor to report about the unethical
behavior, or fraud or violation of Company’s Code of
Conduct. This mechanism also provides the adequate
safeguard against the victimization of such employee.
vii)
The Board of directors has laid down a Code
of conduct for all the Board Members and all the
senior management personnel of the Company. The
Code covers amongst other things the Company’s
commitment to honest & ethical personal conduct,
fair competition, health & safety, transparency and
compliance of laws regulations etc. The Code of
Conduct is posted on the website of the Company.
All the Board Members and senior management
personnel have confirmed compliance with the code.
A declaration to that effect signed by Chairman and
Managing Director is attached and forms part of Annual
Report of the Company.
viii) Prevention of Insider Trading
As per the guidelines specified under the Securities
and Exchange Board of India ( Prohibition of Insider
Trading) Regulations) 1992 as amended till date, the
Company has formulated and implemented the code
of conduct for prevention of insider trading. The Code
of Conduct for prevention of Insider Trading, inter alia,
prohibits purchase/ sale of shares of the Company
by employees while in possession of un-published
price sensitive information in relation to the Company.
The necessary procedures have been laid down for
Directors, designated employees, connected persons
and persons deemed to be connected for trading in
securities of the Company.
The said Code of Conduct is available on the Company’s
Website.
e)
Chairman and Managing Director and Sr. V.P. (A&T) &
Company Secretary, of the Company have given the
“CEO/CFO Certification” to the Board of Directors in
accordance with Clause 49 of the Listing Agreement.
IX. Means of Communication
The quarterly, half yearly and annual financial results of
the Company are sent to the stock exchange immediately
after these are approved by the Board.
