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Email id of Grievance Redressal Division of the Company as well as the Compliance Officer of the Company: vijendras@rssoftware.co.in

Name: Mr. Vijendra Kumar Surana
 
Corporate Governance
as on March 31, 2011

While the Companies Act, 1956 provides the basic framework for corporate governance and defines the powers, duties and responsibilities of the Board, the Managing Director and other important functionaries and also emphasizes on “the public interest”, aspect of various statutory provisions and prescribes penalties and punishment for the infraction of legal provisions, it was growingly felt that there should be specific ground Rules and comprehensive code for Corporate Governance. Consequently, Birla Committee was constituted which submitted its report on the subject towards the close of 1999. The recommendations of this Committee after their acceptance by SEBI/Government have now been given mandatory effect. These, by and large, set out new benchmarks for adequate, appropriate and timely corporate disclosures on relevant matters consistent with ethical business conduct by the Corporate Management so as to turn out performance which is fair, true and transparent and takes as much care of the interests of the Corporate Management as of its various stakeholders including shareholders, employees, debtors and creditors and is equally responsive to the requirements of various governmental and regulatory agencies.

Our Company’s philosophy on corporate governance envisions attainment of highest level of transparency, accountability and fairness in respect of its operations and achievement of highest internal standards in its governance. The Company believes that all this actions and operations must sub serve its best business interest and enhance overall shareholders’ value.

The Board of Directors Code of Conduct
Audit Committee Shareholders’ Committee
Compensation / Remuneration Committee General Body Meetings
Disclosures Means of Communications
The Board of Directors

The Board of Directors of the Company consists of four Directors among them two Promoter Directors of which one is an Executive Director who is the Chairman & Managing Director, one Non-Executive Non-Independent Director and two Non-Executive Independent Directors of which one Nominee Director representing ICICI. During the fiscal 2008-2009 the Board met on 5 occasions as per the statutory requirements.

The table below gives the details of Directors attendance at the Board Meetings and at the last Annual General Meeting and information regarding Directorship, Committee Membership and Chairmanship in other Companies:

Name of the Directors Attendance Particulars Number of other Directorship, Committee Membership and Chairmanship
  Board Meetings Category Last AGM Other Directorship Committee Membership Committee Chairmanship
Mr. R R Jain 5 CMD Yes - - -
Mr. S K Jain 5 NEID Yes 2 - -
Mrs. Sarita Jain 3 NED Yes - - -
Mr. R. Ramaraj 5 NEID Yes 14 - -
Mr. R. Launder 3 NEID Yes - - -
CMD: Chairman & Managing Director, NED: Non-Executive Director, NEID – Non-Executive Independent Director.
Board Meetings held on April 26, 2010
June 10, 2010
July 23, 2010
November 12 , 2010
January 29, 2011
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Code of Conduct

The Company has adopted a Code of Conduct specifically for the members of the Board of Directors and/or members of the Senior Management of the Company, which sets out as follows:

1. Conflict of Interest

  • To conduct them ethically and honestly and act in the interests of the Company
  • To avoid situations that might lead to a conflict between his personal interests and the interests of the Company.

Although it is difficult to describe all situations, which could create a conflict of interest, the following are some examples:

  • Working for a competitor/ supplier/ client while working for a Company. To serve as a Director/Employee in Top Executive Management of any Company that competes with the Company. One may accept Directorship or Employment of a Company / Supplier or Business Partner only after obtaining approval from the Company’s Legal Department.
  • Accepting gifts/ receiving discounts from competitors
  • Personally taking a business opportunity that arises due to a Senior Manager’s position
  • Receiving a loan or a guarantee of an obligation arising due to his position

2. Confidential Information

  • Each Director & Senior Manager is expected to protect the Company’s confidential proprietary business information
  • Each Director & Senior Manager’s commitment is evidenced by a confidentiality agreement
  • Being a Director / Senior Member, one is expected to keep certain information confidential which have been discussed in the Senior Management Meetings
  • Re-enforcing the confidentiality agreement as stated in the appointment terms and conditions as well as in the service rule of the Organization
  • Only authorized Company spokespeople may communicate with the press on behalf of the Company

3. Public Disclosures

The Company is committed to all of its public disclosures and reports being full, fair, accurate, timely and understandable.

4. Legal Compliance

The Company recognizes to conduct its business with honesty, integrity and in full compliance with all applicable laws, rules and regulations. All Directors & Senior Managers are required to abide by the statutory requirements.

5. Share Transactions

All Board Members & Senior Managers should report their holding in the Company. There should exist a block period of two weeks (before the quarterly results etc.) when one cannot trade in the Company’s securities.

In accordance with the SEBI Guidelines, one is expected to refrain from “Insider trading” by misusing any unpublished price-sensitive information.

6. Fair Business Practices

Each Director / Senior Manager of the Organization is committed to conduct business fairly without engaging in corrupt practices and unfair competition. Therefore, manipulation, concealment, abuse of privileged information, misrepresentation of facts are not considered as fair business practice.

7. Supporting Loyalty & Respect

Each Director & Senior Manager will abide by and promote Company’s environment of mutual trust and loyalty. If any Director / Senior Member breaches this trust, then he/ she will be subject to appropriate corrective action including dismissal or removal from office.

8. Open Communication

Each Senior Manager is encouraged to discuss concerns raised by anyone in the Company, or report any suspected breach to the MD. The Company will not tolerate any form of retaliation for reports or concerns that were made in good faith.

9. Corporate Policy Awareness

All Senior Managers must be aware of all the corporate policies governing the Code of Conduct of employees and the Company’s Management System.

10. Company Branding

All Director & Senior Managers are expected to give responsible views about the Company and its performance.

11. Black out Period

All Directors & Senior Managers are expected to adhere to black out policy during which trading window is closed for them.

Amendment of the Code

The Company recognizes that only the Chairman & Managing Director (CMD) of the Company may amend this Code as and when required.

Violation of the Code of Conduct

If there is a violation of the above-mentioned Code of Conduct by any of the Senior Managers, depending on the seriousness/ severity of the issue will be taken up by a Committee, headed by the CMD of the Company for appropriate action as deemed fit.
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Audit Committee

The Audit Committee is constituted by two Non-Executive Independent Directors (NEID) and one Executive Director (ED) who is the Chairman & Managing Director of the Company. The Chairman of the Committee is among the Non-Executive Independent Directors. Mr. Vijendra Kumar Surana, the CFO & Company Secretary services the said Committee Meetings. The constitution of the Committee, number of meetings held and attendance of the members are given below.
Members Category Attendance at Audit Committee Meetings
Mr. S. K. Jain Chairman 4
Mr. R. R. Jain ED 4
Mr. R. Ramaraj NEID 4
The Audit Committee functions as a bridge between the administration of the Company and its Board in all financial and accounting matters including budget. It also interacts between the Board, Statutory Auditors and Internal Auditors. The Committee overseas the Company’s financial reporting process and ensures that the financial accounting rules and the information on the subject furnished to the Board or to any other governmental authorities is correct, appropriate and the image of the Company is projected appropriately before its stakeholders. The basic objective of the Audit Committee are to maximize the utilization of Company’s financial resources, to promote it’s plans and objectives while fulfilling its obligations towards public accountability. It also ensures that the financial reporting, internal control and monitoring mechanism is transparent, adequate and fair. In its review and appraisals, the Audit Committee interacts both with the Statutory Auditors and the top Management on any matter regarding changes in accounting policies, procedures and practices and presentation of the Audit Reports to the Board and the Shareholders. It also ensures that there is due compliance of the accounting philosophy and accounting norms as laid by the Institutes of Chartered Accountant, Company Secretary, Dept of Company Affairs and/or SEBI. The Audit Committee also reviews the Company’s financials and risk management policies, complaints of substantial defaults in matter of payments to the creditors, debentures holders and the shareholders.
Audit Committee Meetings held on April 26, 2010
July 23, 2010
November 12, 2010
January 29, 2011

Statutory Audit Observations

While reviewing the financial records for the year under report, the Audit Committee took note that there were no observations of the Statutory Auditors.
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Shareholders’ Committee

Shareholders’ Servicing & Grievances Committee comprises of two Directors, Mr. S.K. Jain (Non Executive Independent Director) and Mr. R.R. Jain (Chairman & Managing Director), who is the Chairman of the Committee and Mr. Vijendra Kumar Surana, CFO & Company Secretary, services this Committee and he may also be co-opted as a member in case of need. Mr. Vijendra Kumar Surana is also the Compliance Officer of the Company. Such meetings are held on quarterly basis and the Shareholders’ complaints and grievances are reviewed in detail by the Committee and prompt and effective directions are given to the Registrars for proper disposal. During the year the Company has not received any complaints from the Shareholders/Investors of the Company and no complaints are pending to be resolved. Share transfers, transmissions, issue of duplicate share certificates, issue of share certificates through sub-division and consolidation are also given effect fortnightly basis through the ‘Share Transfer Committee’ constituted by the CFO & Company Secretary of the Company. The Company has processed all share transfer requests received during the last financial year. The constitution of the Committee, number of meetings held and attendance of the members are given below.
Members Category Attendance at Shareholders’ Servicing and Grievance Committee Meetings
Mr. R. R. Jain Chairman 4
Mr. S. K. Jain NEID 4
Shareholders’ Servicing and Grievances Committee Meetings held on April 25, 2010
July 23, 2010
November 13, 2010
January 28, 2011
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Remuneration Committee

The Remuneration Committee of the Company comprises of three Non-Executive Independent Directors and one Executive Director, who is the Chairman & Managing Director of the Company. The Chairman of the Committee is among the Non-Executive Independent Directors. This Committee recommends and reviews the Compensation packages of the individuals and grant of ESOS (Refer: Annexure ‘B1’ to Directors Report) to eligible candidates. The Compensation Policy is directed towards rewarding performances based on review of achievements on a periodical basis and has the overall approval from the Board of Directors. The constitution of the Committee, number of meetings held and attendance of the members are given below.
Members Category Attendance at Compensation / Remuneration Committee Meetings
Mr. S. K. Jain Chairman 4
Mr. R. R. Jain ED 4
Mr. R. Ramaraj NEID 3
Mr. R. Launder NEID 2
Remuneration Committee Meetings held on April 25, 2010
July 23, 2010
November 12, 2010
January 28, 2011

Remuneration paid to the Directors

Members Basic Salary House Rent Allowance Retiral Benefit Other Allowances Sitting Fees Total Amount Paid (Rs.)
Mr. R.R. Jain 2400000 1200000 288000 11880 - 3899880
Mr. R. Ramaraj - - -   240000 240000
Mr. S. K. Jain - - -   315000 315000
Mrs. Sarita Jain - - -   45000 45000
Mr. R. Launder - - -   120000 120000
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General Body Meetings

The previous 3 Annual General Meetings (AGMs) were held, on Thursday, 31st July, 2008 at Sisir Mitra Hall, West Bengal Electronics Industry Development Corporation Ltd., Webel Bhavan, Block EP & GP, Sector V, Salt Lake, Kolkata – 700 091 at 11:30 am; on Wednesday, 29th July, 2009 at Aikatan Cultural Centre, Eastern Zonal Cultural Centre. IA- 190, Sector III, Salt Lake City, Kolkata 700 097 at 11:00 am and on Saturday, July 24, 2010 at Aikatan Cultural Centre, Eastern Zonal Cultural Centre. IA- 190, Sector III, Salt Lake City, Kolkata 700 097 at 11:00 am.
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Disclosures
  1. There are no materially significant transactions with related parties i.e. Promoters, Directors or the Management, their subsidiaries or relatives conflicting with the Company’s interests.
  2. There were no instances of non-compliance on any matter related to the capital markets during the last 3 years.
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Means of Communications

The Company published its audited quarterly results for the year under report in the Business Standard (in English – All India editions) and in Aajkaal (Vernacular) and also displayed them at the website: : www.rssoftware.com

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