Governance
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COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company firmly believes in and has consistently endeavored to practice good Corporate Governance. The Company’s philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, professionalism and accountability in all facets of its operations and in all its interactions with its stakeholders, including shareholders, employees, customers, the government and the lenders.

BOARD OF DIRECTORS

The Board is comprised of Executive, Independent and Non-Executive Directors including a Woman Director. The Independent and Non-Executive Directors bring fresh air of independent judgment in the Board’s deliberations and decisions.

Composition and category of Directors is as follows:
CategoryName of Directors/DIN
Executive DirectorShri. P K Shameem -01218800
Non-Executive DirectorShri T. T. P. Mahamood-00411005
Non-Executive DirectorSmt. Nadeera Shameem - 07138353
Independent DirectorShri A Ramachandra Shetty -01215461
Independent DirectorShri R S Nair - 00860125
Independent DirectorShri A K Shereif - 02368732

The Agenda and the papers for consideration at the Board meeting are circulated at least 7 days prior to the meeting. Adequate information is circulated as part of the Board paper and is also made available at the Board meeting to enable the Board to take informed decisions. Attendance of each Director at the Board meeting and last Annual General Meeting (AGM) and the number of Companies and Committees where he/she is Director/Member are reported in the Annual Report: None of the Directors is disqualified. Necessary disclosures have been made by the Directors stating that they do not hold any membership in more than 10 Committees or Chairmanship of more than 5 Committees in terms of Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee

The members of the Audit Committee
1) Shri R S Nair - Chairman
2) Shri Ramachandra Shetty – Member
3) Shri P K Shameem - Member
The role, terms of reference and the authority and power of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and the SEBI (Listing and Disclosure Requirements) Regulation 2015.
The essential functions of the Committee include review of systems and procedures, overseeing the functioning of internal audit, the effectiveness of controls and regulatory compliances. It also reviews with management the Company’s financial statements, and financial reporting process, disclosure of financial information and observations of auditors before submission to the Board. It recommends the appointment of Statutory Auditors and their fees.
The Committee may –
Investigate any activity within its terms of reference.
Seek information from any employee.
Obtain outside legal or other professional advice,
Secure attendance of outsiders with relevant expertise, if considered necessary.

Nomination and Remuneration Committee

The Company’s Nomination and Remuneration Committee consists of the following:
1. Shri A.Ramachandra Shetty - Chairman
2. Shri R.S.Nair
3. Shri A.K.Shereif
The remuneration approach of the Company is positioned to rewarding and retaining high potential performers taking into account remuneration levels prevailing in comparable companies and the competitive requirements of the business. The terms of reference of the Remuneration Committee are given in the policy separately (provide link to policy)

Meetings of Independent Directors

The Companys Independent Directors meet to:
     a. Review the performance of non-independent Directors and the Board as a whole
     b. Review the performance of the Chairperson of the company, taking into account the views of Non-Executive Directors.
     c. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

STOCK OPTIONS AND PECUNIARY RELATIONSHIP:

No stock option has been given to any of the Directors.

STOCK OPTIONS TO EMPLOYEES

The Company does not have a scheme for grant of stock option to employees.

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

The Grievance Committee has been constituted with the following members:
1) Ramachandra Shetty, Chairman
2) P K Shameem, Member
3) T T P Mahamood, Member

Shareholders’/ Investors’ Grievance Committee is authorised to:
1. Deal with all investor related issues including redressal of complaints from shareholders relating to transfer of shares, non- receipt of balance sheet etc.
2. To delegate such powers to company’s officers, as may be necessary, including powers to approve transfers, transmissions, authenticate share certificates and to take other actions in relation to Shareholder related matters.
Name and designation of Compliance Officer: Shri Suneed Hashir(Chief Financial Officer)

DISCLOSURES ON RELATED PARTY TRANSACTIONS, COMPLIANCE, WHISTLE BLOWER POLICY AND FRAUD

Disclosures on materially significant related party transactions ie transaction of the company of material nature, with its promoters, the Directors or the Management, their subsidiaries or relatives etc that may have potential conflict with the interest of the Company at large are governed by its policy given in detail (provide link to policy)
The Company has a Whistle Blower Policy which has been communicated to the employees. The policy provides a mechanism for employees to report their concerns about unethical behavior, actual or suspected, fraud or violation of company’s code of conduct and provides safeguards against victimization of employees who avail the mechanism.(provide link to policy)

MEANS OF COMMUNICATION

Immediately after the approval by the Board of Directors, the financial results are transmitted to the Stock Exchanges where the shares of the Company are listed. Communication agenda is focused on enabling exchange of important ideas and developments pertaining to our trading business emerging from sales agents, customers, suppliers and staff through top management to the Board and downward through the same channels. Free and frank communication is at all time encouraged.
Name of Depositories with whom the Company has entered into Agreement:

National Securities Depository Ltd. (NSDL) ISIN Code INE-078F01017
Trade World, 4th Floor, “A” Wing, Kamala Mills Compound
Senapati Bapat Marg, Lower Parel,
Mumbai 400 013
Ph.4972964-70, 4972980, Fax 91 22497 2993, 497 2979
E mail:cbbhave@nsdl.co.in

Central Depository Services (India) Ltd.,
ISIN Code INE – 078F01017
Phiroze Jeejeebhoy Towers
16th Floor, Dalal Street
Mumbai 400 001
Ph.227233333, Fax 22722072

Registrar and Transfer Agents (Share Transfer and communication regarding Share Certificates, Dividends and change of Address)
M\s. Cameo Corporate Services Ltd.,
Subramanian Building
No.1 Club House Road
Chennai 600 002
Tel. No.04428460390 (6 lines)
Fax no.044 28460129
E mail: cameo@cameoindia.com
Contact person Mr P.Muralidharan, Asst. Manager (Shares)
The physical transfer of shares, which was handled by the company directly, has also been handed over to the Registrars and Transfer Agent/s Cameo Corporate Services, Chennai as per direction of SEBI.
Shareholders may contact/write to the Secretarial Department of the Company for assistance/information when required.

Confirmation of Code of Conduct

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 all the Members of the Board and senior managerial personnel have affirmed compliance with the Code of Conduct framed by the Company.(provide link to policy)

Internal Financial Control System

The Company has a well defined internal financial control system. Transactions are authorized and correctly reported. Control Systems are periodically reviewed by the Management and the Audit Committee. The Board ensures that existing control methods are operating satisfactorily and monitoring procedures are in place under the present policy of Internal Financial Control and Procedures.(provide link to policy)

Regulatory Compliance:

The Company has taken adequate steps to ensure compliance with various statutory and regulatory stipulations and guidelines

Information on non Mandatory requirements

The Company has not issued any Shares, GDR\ADR\Warrants or any convertible Instruments. The Company is not maintaining a separate office for the Chairman