Information pursuant to Clause 54 of 1) Details of our Company s Business : Manufacture and Sale of Cotton Yarn 2) Share Holding Pattern: RECORD DATE : 30-June-2014 PATTERN OF HOLDINGS - NSDL & CDSL & PHYSICAL ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- CLIENT TYPE NSDL CDSL PHYSICAL NSDL & CDSL & PHYSICAL NO.OF TOTAL NO.OF TOTAL NO.OF TOTAL NO.OF TOTAL HOLDERS POSITIONS HOLDERS POSITIONS HOLDERS POSITIONS HOLDERS POSITIONS % OF HOLDINGS ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Resident 1648 1015534 577 381848 1173 368236 3398 1765618 41.4017 FI 1 76590 0 0 0 0 1 76590 1.7959 NRI 12 7890 1 200 0 0 13 8090 0.1897 Corporate Body 49 124703 16 12463 4 1800 69 138966 3.2585 Clearing Member 11 3559 4 902 0 0 15 4461 0.1046 Promoters 28 2269705 0 0 1 1170 29 2270875 53.2494 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- TOTAL 1749 3497981 598 395413 1178 371206 3525 4264600 100.0000 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
3) with Corporate Governance: QUARTERLY COMPLIANCE REPORT ON CORPORATE GOVERNANCE Name of the Company : SAMBANDAM SPINNING MILLS LTD., KAMARAJ NAGAR COLONY, SALEM 636 014 Quarter ended:30-06-2014 I. BOARD OF DIRECTORS A) Composition of Board B) Non-executive Directors compensation and disclosure C) Other provisions as to Board and Committees 49 (I) 49 (IA) YES Board of Directors of our Company consists of nine Directors of whom four are Independent Directors. 49 (IB) YES Non-Executive directors including the Independent Directors do not receive any remuneration except sitting fees for attending meetings of the Board/Committee. Details of all such payments are disclosed in the Annual Reports being sent to our shareholders. 49 (IC) YES (i) During the Financial Year commencing 1 st April 2014, three Board Meetings were held on 1-4-2014, 9.5.2014 and on 30-5-2014 & three Audit Committee Meetings were held on 1-4-2014, 9-5-2014 and on 29-05-2014. (ii) None of the Directors of our Company is a member of more than ten Committees or Chairman of more than five Committees. (iii) Minutes of the Audit Committee and other Committee Meetings, duly reviewed and confirmed by the respective Committees are being placed before the Board at every subsequent Board Meeting. D) Code of conduct 49 (ID) YES Code of Conduct for Board Members and Senior Management as approved by the Board are being followed. II. AUDIT COMMITTEE A) Qualified and Independent Audit Committee 49 (IIA) YES Audit Committee has four Directors as members of the Committee. All of them are Independent Directors and they are financially literate and have accounting / finance management expertise. Chairman of the Audit Committee is an independent director with an Engineering and Cost Accountancy qualifications. B) Meeting of Audit Committee 49 (IIB) YES Audit Committee met on 1-4-2014, 9-5-2014 and on 29-5-2014 during the financial year 2014-15. C) Powers of Audit Committee 49 (IIC) YES Audit Committee exercises the powers enumerated in Clause 49 II (C)
of the and Section 177 of the Companies Act, 2013 to the extent necessary / applicable. D) Role of Audit Committee 49 (IID) YES Audit Committee overseas the Company s financial reporting process, reviews quarterly and annual financial statements, disclosure of financial information, related party transactions and all other relevant matters as stated in clause 49 (IID) of the listing agreement. E) Review of Information by Audit Committee 49 (IIE) YES Audit Committee reviews all relevant information as stated in clause 49 (IIE) of the listing agreement. III. SUBSIDIARY COMPANIES 49 (III) N.A. The Company has no subsidiary Company Hence compliance of this clause is not applicable. IV. DISCLOSURES A) Basis of related party transactions 49 (IV A) YES Disclosures regarding Related Party Transactions are being placed before the Audit Committee at every Audit Committee Meeting and also at every Board Meeting. B) Disclosure of Accounting Treatment 49 (IV B) YES Financial Statements are being prepared in accordance with the Accounting Standards. C) Board Disclosures 49 (IV C) YES This has been done at the time of submission of draft Annual Accounts / Report for the year 2013-14 to the Board at the Board Meeting held on 30-5-2014 D) Proceeds from Public Issues, Rights Issues, Preferential Issues etc. 49 (IV D) Not applicable NIL.
E) Remuneration of Directors 49 (IV E) YES This is being attended to by the Remuneration Committee as and when necessary. During the year 2012-13 one meeting of the Remuneration Committee was held. Reappointment of CMD and JMD s for three more years from 01-10-2012 to 30-09-2015 and payment of the same remuneration (as was paid earlier) was recommended by the Remuneration Committee which was accepted and approved by the Board of Directors. Members have also approved the reappointment of the same Whole time directors for three more years from 01-10-2012 and the remuneration payable to them during that period, by passing Special Resolutions at the 38 th Annual General Meeting of the Company held on 13-08-2012..This Committee has been renamed as Nomination & Remuneration Committee in accordance with the provisions of sec.178 of the Companies Act 2013. F) Management 49 (IV F) YES Management discussion and analysis are being published ever year in the Annual Reports being sent to our shareholders. G) Shareholders 49 (IV G) YES Requisite information is being provided to shareholders at the time of appointment / re-appointment of Directors through Annual Report and Notice of the AGM. There exists a share holders / Investors Grievance Committee under the Chairmanship of an Independent Director. This Committee has been renamed as Stakeholders Relationship Committee in accordance with the provisions of sec.178 of the Companies Act 2013. Share transfers, transmissions etc. are being looked after by the Company s Registrars and Transfer Agents, M/s. Cameo Corporate Services Limited, Chennai, who are attending to the Share transfer formalities expeditiously. Details of the Share transfers recorded by the Registrar and Share Transfer Agents are submitted periodically to the Share Transfer Committee of the Board and also to the Board of Directors of our Company at every board meeting.
V. CEO / CFO CERTIFICATION 49 (V) YES This is being done at the Board Meetings. VI. REPORT ON CORPORATE GOVERNANCE 49 (VI) YES This is being published in the Company s Annual Report for 2013-2014. Quarterly Reports are being submitted to the Listed Stock Exchanges within the prescribed time. VII. COMPLIANCE 49 (VII) YES This is being done in accordance with the provisions of Law, applicable Rules and Regulations for the time being in force. For instance, in accordance with the provisions of clause VII of schedule IV of the Companies Act 2013, a separate meeting of Independent directions of the Company has been convened and held on Wednesday 4 th June 2014 at the Registered Ofice of the Company in Salem which was attended by all the four directors of the Company. Note: As regards the amendment to the Clause 49 communicated vide BSE s circular letter No:DCS/COMP/Cir- 49/369/2008 based on SEBI s circular No:SEBI/CFE/DIL/CG/2/2008/23/10, dt.23.10.2008, we hereby confirm that none of the Promoter Directors of our Company is either a listed entity or unlisted entity. All the Promoter Directors of our Company are only individuals. Therefore, the amendment will have no consequence to our Company. For SAMBANDAM SPINNING MILLS LTD - Sd - Place: Salem (R.S.SHANMUGAM) Date : 09/07/2014 Company Secretary 4) Contact information of Officer of Sri R.S.SHANMUGAM, our Company for handling investor grievance : Company Secretary, Sambandam Spinning Mills Limited Kamaraj Nagar Colony, Salem 636 014 E mail : cs@sambandam.com Phone : 0427 2240790 5) s/arrangements with Media : We have arrangement with NEWS PAPERS for Publication of our Quarterly Financial Results in English and Tamil (Regional Language ).