tumblr analytics
logo
Corporate Governance Report as per Directors Report dated 10th June 2011
1.Company’s Philosophy
TAKSHEEL SOLUTIONS LIMITED (TSL), the Company despite being unlisted, is consciously committed to the PHILOSOPHY OF CORPORATE OVERNANCE for bringing in transparency, accountability and equity in all facets of its operations to all its STAKEHOLDERS viz., customers, investors, vendors, employees, the government and the society-at-large besides creating and enhancing long term sustainable shareholders' value. TSL is committed to conduct its business in a manner that exemplifies growth in shareholder value through ever improving performance. The Company has set a goal for attaining the highest standard of good governance, meticulously pursue it and thereby maximize value for its stakeholders.

2. Board of Directors
The Board comprised of five directors as on March 31, 2011. The Board of Directors brings with them rich and diverse experience in different fields of corporate functioning. The Chairman of the Board is an Executive Non – Independent Director and in compliance with the requirement of Clause 49 of the Listing Agreement, our Company’s Board consists of 1 Executive Director, 1 Non Executive Non Independent Director and 3 Non Executive Independent Directors.

 

The Board held fourteen meetings during the year ending March 31, 2011i.e. on
Sr.No Date of Board Meeting
1 05.05.2010
2 12.05.2010
3 04.08.2010
4 05.08.2010
5 20.08.2010
6 02.09.2010
7 05.09.2010
8 05.11.2010
9 18.11.2010
10 22.11.2010
11 03.12.2010
12 27.12.2010
13 14.02.2011
14 16.03.2011
3. Audit Committee
The Company has constituted pursuant to the provisions of Section 292A of the Companies Act, 1956.The Scope of the activities of the Audit Committee is as per the provisions of Section 292A of the Companies Act, 1956.The Audit Committee comprises of following Directors:

S.No Name of the Member Designation
1. Mr. N.V. Ramana Chairman
2. Mr. Vijay Kumar Devarakonda Member
3. Mr. Pramod Chada Member
Our Company Secretary Mr. Ankit Das, will act as the Secretary to the Committee.

The Primary objective of the Audit Committee is to monitor and provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality financial reporting.

The terms of reference of the Audit Committee includes:

1. oversight of our Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.
3. approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. reviewing with management the annual financial statement before submission to the board, focusing primarily on:

Matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s Report in terms of clause (2AA) of Section 217 of the Companies Act;
- Any changes in accounting policies and practices;
- Major accounting entries based on exercise of judgment by management;
- Qualifications in draft audit report;
- The Going Concern assumption;
- Compliance with accounting standards;
- Compliance with stock exchange and legal requirements concerning financial statements;
- Any related party transactions i.e. transactions of our Company of material nature, with
promoters or the management, their subsidiaries or relatives etc. that may have potential
conflict with the interests of Company at large;
- Significant adjustments made in the financial statements arising out of audit findings.

5. review with the management of the quarterly financial statements before submission to the Board for approval.
6. reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. reviewing with the management, external and internal auditors, and the adequacy of internal control systems.
8.
reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
9. discussion with statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussion to ascertain any area of concern.
10. discussion with internal auditors any significant findings and follow up there on.
11. reviewing our Company’s financial and risk management policies.
12. look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
13. approval for appointment of CFO (i.e. the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background etc. of the candidate; and
14. any other function mentioned in the terms of reference of the Audit Committee.

4. COMPENSATION / REMUNERATION COMMITTEE
Our Board constituted a Compensation/Remuneration Committee pursuant to the provisions of Section 292A of the Companies Act, 1956. The Compensation Committee of our Company currently consists of the following Directors as members:

S.No Name of the Member Designation
1. Mr. Pramod Chada Chairman
2. Mr. N.V. Ramana Member
3. Mr. Vijay Kumar Devarakonada Member
4. Mr. Pavan Kumar Kuchana Member
Our Company Secretary Mr. Ankit Das, will act as the Secretary to the Committee.

Terms of reference of the Compensation/Remuneration Committee includes:

1. to review the overall compensation policy, service agreements and other employment conditions to Executive Directors and senior executives just below the Board of Directors and make appropriate recommendations to the Board of Directors;
2.
to review the overall compensation policy for Non-Executive Directors and Independent Directors and make appropriate recommendations to the Board of Directors;
3. to make recommendations to the Board of Directors on the increments in the remuneration of the Directors;
4.
to assist the Board in developing and evaluating potential candidates for senior executive positions and to oversee the development of executive succession plans;
5. to review and approve on annual basis the corporate goals and objectives with respect to compensation for the senior executives and make appropriate recommendations to the Board of Directors;
6.
to review and make appropriate recommendations to the Board of Directors on an annual basis the evaluation process and compensation structure for our Company’s officers just below the level of the Board of Directors;
7.
to provide oversight of the management’s decisions concerning the performance and compensation of other officers of our Company;
8. to administer and superintend Employee Stock Option Plan (ESOP).

5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

Our Board constituted a Shareholders/Investor Grievance Committee pursuant to the provisions of Section 292A of the Companies Act, 1956. The Shareholders/Investor Grievance Committee of our Company currently comprises of the following Directors as members:

S.No Name of the Member Designation
1. Mr. Vijay Kumar Devarakonada Chairman
2. Mr. N.V. Ramana Member
3. Mr. Ramaswamy Kuchana Member
Our Company Secretary Mr. Ankit Das, will act as the Secretary to the Committee.

The Shareholders/ Investor Grievances Committee looks into redressal of shareholder and investor complaints, issue of Duplicate/ Consolidated Share Certificates, Allotment and Listing of shares and review of cases for refusal of Transfer/ Transmission of shares and debentures and reference to Statutory and Regulatory Authorities. The scope and functions of the Shareholders/Investor Grievances Committee are as per Clause 49 of the Listing Agreement.

6. General Body Meetings
Location, date and time of last three Annual General Meetings:

Year Venue Date Time
2010 Registered Office September 30, 2010 2.00 P.M.
2009 Registered Office September 30, 2009 2.00 P.M.
2008 Registered Office September 30, 2008 2.00 P.M.
During the year 2010-11, two (2) Extra-ordinary General Meetings were held on June 3, 2010 and December 17, 2010.

7. Disclosures on Materially significant related party transactions
As required by the Accounting Standard-18,issued by the Institute of Chartered Accountants of India, the details of related-party transactions are mentioned in Notes to Accounts (Note No. 17) forming the part of accounts for the year ended March 31, 2011.

8. Means of Communications
The Company’s audited annual results are intimated in prescribed form and within prescribed time to the shareholders and other concerned stake holders.

9. Code of Conduct
The Company has laid down a Code of Conduct for all Board Members and Senior Managerial Personnel of the Company.

10. General Information for Shareholders

i) Annual General Meeting
Date : August 12, 2011
Time : 2.00 P.M.
Venue : Registered Office
Registered Office Address:
Lanco Hills Technology Park Pvt. Limited (SEZ),
Survey No. 201, Manikonda Village,
Rajendra Nagar Mandal, Hyderabad-500089

ii) Financial Calender for the Year 2011-12
April 1st , 2011 to March 31st , 2012

iii) Shareholding Pattern as on March 31, 2011

Name of the Shareholders
Pre-Issue Equity Capital
Number of Equity
Shares
Percentage (%)
Promoters    
Mr. Pavan Kumar Kuchana 5,08,968 3.11
Mr. Ramaswamy Kuchana 2,70,090 1.65
Lexicon Private Limited 92,45,935 56.54
Total Holding of the Promoters 100,24,993 61.31
Promoter Group    
Mr. Kamal Kumar Kuchana 318,024 1.95
Mr. Mani Kumar Kuchan 8,900 0.05
Mrs. Durga Devi Kuchana 100 0.00
Mrs. Bhagyalakshmi Kuchana 90 0.00
Total Holding of the Promoter Group 327,114 2.00
Total Holding of the Promoter and Promoter
Group
1,03,52,107 63.31
Non-Institutions    
Bodies Corporate 47,63,750 29.13
Individual shareholders holding nominal share
capital upto Rs. 1 lakh.
36,250 0.22
Individual shareholders holding nominal share
capital in excess of Rs. 1 lakh.
12,00,000 7.34
Total share holding of the Non - Promoter 60,00,000 36.69
Initial Public Offering (IPO) -- --
Total Shareholding 1,63,52,107 100.00
     
© Taksheel Inc,. All rights reserved.