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Corporate Governance

1. COMPANY’S PHILOSOPHY:

The company’s philosophy is to establish a good corporate governance to ensure accountability, transparency and stakeholder protection

2. BOARD STRENGTH AND REPRESENTATION:

As at 31st March, 2014, the Board consisted of seven members. The composition of and the category of directors on the Board of the Company were as under:

Category

Particulars of the Directors

   

Promoter Executive Directors

1.Sri Sunil L Mundra - Managing Director

2.Sri Laxminarayan Moondra - Wholetime Director

3.Sri Satyanarayan Mundra - Wholetime Director

Promoter Non Executive Directors

1. Sri Sushil Kumar Mundra-Director

Non Executive Independent Directors

1. Sri S.Gopalan- Chairman

2. Sri C.P.Rangachar – Director

3. Dr C.M.Gurumurthy- Director

4. Sri V.Subramony-Director (*)

5. Sri V.Balaji Bhat-Director (*)

(*) Since Resigned.

i) Conduct of Board Proceedings:

The day to day business is conducted by the officers and the managers of Company under the direction of the Managing Director and subject to the control of the Board. The Board holds four to five meetings every year to review and discuss the performance of the company, its future plans, strategies and other pertinent issues relating to the company’s operations.

The Board performs the following specific functions in addition to the supervision of the business and the management:

 • Review, monitor and approve major financial and business strategies and corporate actions

 • Assess critical risks facing the company-review options for their mitigation

ii) Independent Directors:

(a) Tenure of Independent Directors

Tenure of Independent Directors on the Board of the Company shall be as per provisions of clause 49 of the Listing agreement of Companies Act 1956, subject to their re-appointment on retirement as per statutory provisions.

(b) Interaction of Non-Executive including Independent Directors with the Chairman:

The Chairman regularly interacts with non-executive directors to enable them to freely express their views on various matters concerning the business of the Company.

3. BOARD MEETING AND ATTENDANCE:

Details of Board meeting held during the year are as follows:

SL NO Date of meeting Board strength No.of Directors present
1. 25-05-2013 8 8
2. 25-07-2013 8 8
3. 30-10-2013 7 7
4. 25-01-2014  7 7
5. 19-03-2014 7 7

4. ATTENDANCE OF DIRECTORS AT THE BOARD MEETING AND AT ANNUAL GENERAL MEETING :

Director No.of Board meetings Attendance at the AGM
1. S.Gopalan 5 Yes
2. Dr C.M.Gurumurthy 5 Yes
3. C.P.Rangachar 5 Yes
4 .V.Subramony 0 No
5. Sunil L Mundra 5 Yes
6. Laxminarayan Mundra 5 Yes
7 .Satyanarayan Mundra 5 Yes
8. Sushil Kumar Mundra 5 Yes
9. V.Balaji Bhat 1* Yes

(*) Since Resigned.

5. OTHER DIRECTORSHIP:

Name of Directors No. of 
Directorship excluding NCL
Membership of committee including NCL
    Membership Chairmanship
1. S.Gopalan Nil 1 Nil
2. Dr C.M.Gurumurthy Nil 1 Nil
3. C.P.Rangachar 5 3 3
4. V.Subramony* Nil 1 Nil
5. Sunil L Mundra 1 1 Nil
6. Laxminarayan Moondra 1 1 Nil
7. Satyanarayan Mundra 1 Nil Nil
8. Sushil Kumar Mundra 1 Nil Nil
9. V.Balaji Bhat* 5 3 2

(*) Since Resigned.

6. RELATIONSHIP AMONGST PROMOTER DIRECTORS:

SI. NO. Name of Promoter Director Other Promoter Directors Relation between Director and other Directors
1. Laxminarayan Moondra Satyanarayana Mundra
Sunil L Mundra
Sushilkumar Mundra
Brother
Son
Son
2. Satyanarayan Mundra Laxminarayan Moondra
Sunil L Mundra
Sushilkumar Mundra
Brother
Brother’s son
Brother’s son
3. Sunil L Mundra Laxminarayan Moondra
Satyanarayan Mundra
Sushilkumar Mundra
Father
Father’s brother
Brother
4. Sushilkumar Mundra Laxminarayan Moondra
Satyanarayan Mundra
Sunil L Mundra
Father
Father’s brother
Brother

7. AUDIT COMMITTEE/ATTENDANCE:

The role of Audit committee is to review the internal control procedures, internal audit system, financial reporting process, accounting policies, annual financial statements placed before the Board including other related aspects.

All the members of the Audit Committee have good knowledge of corporate and project finance, accounts, and company law. The Chairman of the committee , an engineer, was formerly the Executive Director of IDBI and has accounting and related financial management expertise. The committee holds four meetings during the year. The Audit Committee also advises the management on the areas where internal audit can be improved. 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 Audit Committee has the following powers:

 • to investigate any activity within its terms of reference.

 • to seek any information from any employee.

 • to obtain outside legal and professional advice.

 • to secure attendance of outsiders with relevant expertise, if its considers it necessary.

The members of the audit committee are Mr S.Gopalan, Chairman, Mr C.P.Rangachar, and Dr C.M.Gurumurthy.

Details of Audit committee meetings held during the year and the attendance of the members of the committee are as follows:

SI.. NO. Date of Meeting Committee Strength No.of Members Present
1. 25-05-2013 3 3
2. 25-07-2013 3 3
3. 30-10-2013 3 3
4. 25-01-2014 3 3


Director’s Name No.of meetings attended
S.Gopalan 4
C.P.Rangachar 4
C.M.Gurumurthy 4

8. NOMINATION AND REMUNERATION COMMITTEE:

The role of the Remuneration Committee is to fix, review & recommend the remuneration of all the Executive Directors and the members of the Senior Management of the company.

The Remuneration Committee was constituted on 26-7-2003. The members of the committee are Mr S.Gopalan, Chairman, Dr C.M.Gurumurthy and Mr V.Subramony.

There was no circumstances warranting the meeting of remuneration committee during the year under consideration.

9. REMUNERATION OF DIRECTORS:

The details of remuneration drawn by the Executive & Non executive Directors for the year 2013-14 are as follows:

Directors Sitting  Fees Salary & Perquisites Commission Total
Executive Directors:        
1. Sunil L Mundra -- 30.54 6.00 36.54
2. Laxminarayan Moondra -- 24.52 -- 24.52
3. Satyanarayan Mundra -- 24.39 -- 24.39
         
Non Executive Directors:        
1. S.Gopalan 0.90 -- 1.85 2.75
2. Dr C.M.GuruMurthy 0.90 -- 1.85 2.75
3. V.Subramony -- -- -- --
4. C.P.Rangachar 0.90 -- 1.85 2.75
5. V.Balaji Bhat 0.20 -- -- 0.20
6. Sushil KumarMundra 0.50 -- 1.85 2.35

(Rs. In Lacs)

Notes:

1. The salary and perquisites include all fixed elements of remuneration i.e, salary and other allowances and benefits.

2. The company has not pay bonus and any incentives to the Executive Directors. However, as per the resolution passed during the AGM, the company has provided commission to the Managing Director and non-executive Directors as per the provision of Sec.349 of the Company's Act as shown in the above table.

3. The company has not entered into any pecuniary relationship or transactions with the non-executive directors-except business with Mr.Sushil Kumar Mundra, in respect of amount paid to M/s Mundra Enterprises, partnership firm in which Mr.Sunil L Mundra, Managing Director and Mr.Satyanarayan Mundra, Wholetime Director are interested partners, Rs.4.68 Lacs towards the rental charges for the 1200 SFT of office space rented to the company.

4. The company has so far not issued any stock options to executive directors.

Details of Service Contract

Existing service contracts of all the Executive Directors are being Renewed.

Names Current Tenure From To
Sunil L Mundra 3 years 01.06.2014 31.5.2017
Laxminarayan Mundra 3 years 01.09.2014 31.8.2017
Satyanarayan Mundra 3 years 01.06.2014 31.5.2017

There is no provision for notice period by either side mentioned in the service contract.

10. INVESTORS GRIEVANCES COMMITTEE:

The Investors Grievance committee of the company was formed on 25/3/2003 to oversee redressal of shareholder and investor grievances. The composition of Grievance committee is as follows:

1. Dr C.M.Gurumurthy

2. Mr Laxminarayan Mundra

3. Mr Sunil L Mundra,

Details of the meeting held and attendance are as follows:

SI.NO. Date of Meeting Committee strength No.of members present
1. 25-05-2013 3 3
2. 25-07-2013 3 3
3. 30-10-2013 3 3
4. 25-01-2014 3 3

Dr C.M.Gurumurthy, non executive Director, is the Chairman of the committee.

Mr V.Lokesh, Sr.Manager-Administration is the Compliance Officer of the company.

11. STATUS OF INVESTOR GRIEVANCE/SHARE TRANSFERS AS ON 31-3-2014

1. No.of Grievances received : 10

2. No.of Grievances redressed : 06

3. No.of Grievances pending : 04

4. No.of Share transfers pending : Nil

12. GENERAL BODY MEETINGS:

Particulars of past three AGMs are as follows:

AGM YEAR VENUE DATE TIME
18th 2011 Bangalore Gayana Samaja, Bangalore-4 27-07-2011 10.00 am
19th 2012 Bangalore Gayana Samaja, Bangalore-4 26-07-2012 10.00 am
20th 2013 Bangalore Gayana Samaja, Bangalore-4 25-07-2013 10.00 am

There was no special resolution requiring postal ballot in the last AGM. Similarly there is no special resolution requiring postal ballot proposed before the ensuing AGM.

During the year under review , No Extraordinary General Meeting was held.

13. CODE OF CONDUCT : The company has introduced code of conduct / Ethical standard for behaviour for Directors and Senior Management personnel. The details of the same are as follows:

A. POLICY:

We in consonance with Schedule IV of Companies Act 2013. will comply fully with all laws governing our operations and conduct our affairs in accordance with the highest ethical and legal standards.

Compliance with this policy means not only observing the law but conducting the company’s business at all its locations in such a manner as to ensure that NCL is recognized as an ethical, law abiding corporate citizen. The spirit of this Policy demands that the company maintains a high degree of integrity in its interactions with all its constituents-customers, employees, shareholders, suppliers etc.,

B. ETHICAL STANDARDS OF BEHAVIOUR:

1. Compliance with NCL Values, Policies and Standards should be in letter and in spirit.

Comply in letter and spirit with the Values, Policies and Standards of the company as mentioned here and in such other documents as may be specified from time to time.

2. The highest levels of honesty, integrity and confidentiality should maintained in business dealings with customers, suppliers, fellow employees and all other stakeholders.

Act in the interest of the company in a fair manner and use discretionary powers and authority for the purposes for which these were conferred and not for personal gain or unjustified benefits for the company.

Engage only in business practices that are fair and aboveboard.

3. All statutory requirements should be complied with in letter and spirit.

Comply in letter and spirit with relevant legislations.

Disclose in advance, any interpretation not in consonance with the spirit of the law-

 • In the case of Directors, to the Board of Directors

 • In the case of Senior Manager , to the Chairman / Managing Director

 • In the case of all other employees, to the Senior of the company

4. Speculative trading in the shares of the companies in the Group should not be done.

Do not engage in any form of speculative trading in the shares of the company. Lodge immediately for transfer company shares purchased. Do not use knowledge of company’s workings for personal gains.

C. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

1. Other than for Directors of the company, employees should be considered as being full time unless otherwise stated. Do not engage in any other employment or occupation-full time or part time- during employment with the company.

2. Situations giving rise to conflicts of interests in the discharge of official duties should be scrupulously avoided. Do not get involved in situations or activities, which would lessen the impartiality, judgment, effectiveness or productivity necessary in the discharge of official duties.

3. Directors should not serve on the Boards or in management or consulting positions of direct competitors , which are likely to lead to conflict of interests.

4. Disclose in full, details of situations where there is a likelihood of potential for such conflicts of interests, for an objective assessment. Directors and senior management personnel should disclose their shareholding interest beyond 2% held with a direct competitor.

5. In company matters, do not deal with members of your immediate family, near relatives, and close friends, e.g., by offering employment or contracts, purchasing assets, appointing as dealers, etc. where however, such a situation becomes obligatory, entrust the decision to the Chief Executive or the Board of Directors of the company.

6. Do not accept from present or prospective customers, suppliers or competitors any gifts, favours or complimentary items that go beyond the common courtesies usually associated with ethical business practices.

7. Refrain from lending to / borrowing from colleagues, competitors, customers, suppliers etc.,

14. DISCLOSURES:

a) Details of remuneration to Directors are furnished in para above.

b) Amount paid to M/s Mundra Enterprises, partnership firm in which Mr Sunil L Mundra, Managing Director and Mr Satyanarayan Mundra, Wholetime Director are interested partners, Rs.5.04 Lacs towards the rental charges for the 1200 SFT of office space rented to the company.

c) There were no instances of non-compliance penalties, strictures on the company by Stock Exchange/SEBI/Statutory Authority on any matter relating to capital markets during the last 3 years.

15. MEANS OF COMMUNICATION:

a) The quarterly and half yearly results are published in leading English and vernacular dailies. The printed annual report is dispatched to individual shareholder. The material disclosures are informed to the stock exchanges for publication on the announcement by the Board. The company is having its website posted at www.naturalcapsules.com

b) Management Discussions Analysis (MDA) report which forms part of Annual Report is given in Annexure B.

16. GENERAL SHAREHOLDER INFORMATION:

a) M/s Cameo Corporate Services Ltd, “Subramaniam building” No.1, Club house road,Chennai, are the registrars and share transfer agents and their registration no. is INE936B01015

b) Majority of Company's shares being in Demat form the transfers are mainly on line.

c) Stock Exchange Litsing:

The company’s shares are presently listed on the Mumbai, Bangalore and Coimbatore Stock Exchanges.

The company has paid annual listing fee to each of these Stock Exchanges.

d) Scrip Code:Mumbai Stock Exchange code no.524654

e) Market price data

Familiarisation-programme-for-Independent-Directors1

Independent Director Appointmen Terms & Conditions

Familiarisation Programme For Independent Directors

Code Of Conduct For Non Executive Directors

Criteria Of Making Payments To Non Executive Directors