Report on corporate governance
COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
8K Miles Software Services Limited's philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders, including shareholders, employees, the government and lenders.
8K Miles Software Services Limited is committed to achieving the highest standards of corporate governance.8K Miles Software Services Ltd believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value, over a sustained period of time. The measures implemented by the Company, including the Vigil Mechanism, internal control systems, integrity management are regularly assessed for its effectiveness. The Board of Directors conducts business in due compliance of the applicable laws and periodically undertakes review of business plans, performance and compliance to regulatory requirements.
The Company is in compliance with the requirements of the guidelines on corporate governance stipulated under Clause 49 of the Listing Agreements with the stock Exchanges.
1. Board of Directors
Strong Corporate Governance is the key to business sustainability. This is overseen by the Board of Directors, in respect of strategies, fairness to the stakeholders, strong accounting principles and ethical corporate practices.
All the Directors have disclosed their other directorship and committee positions in other public companies. It is observed that Directorships/ Committee memberships and chairmanships are as per prescribed limits provided under applicable provisions of Companies Act, 2013 and Listing Agreements.
Total strength of the board on the date of this report is (5) Five. The constitution of the Board has been made as per the guidelines provided by various regulatory authorities.
During the financial year, the Directors on Board met at regular Intervals for discussing and finalizing on key issues. Also, the Board has duly complied with the norms laid down by the guidelines in connection with the meeting of Board of Directors.
The last Annual General Meeting (AGM) of the Company was held on 30th September, 2014 and all Directors including the Chairman of the Audit Committee attended the AGM.
None of the Non - Executive Directors have any material pecuniary relationship or transactions with the Company. None of the Directors are related to each other.
The Company ensures that all statutory, significant material information are placed before the Board/Committees of Directors for their noting/approval to enable them to discharge their responsibilities as trustees of the large family of shareholders. During the year, information on matters mentioned in terms of clause 49 of the Listing Agreement has been placed before the Board for its consideration. The Board periodically reviews compliance of laws applicable to the Company
Scheduling and selection of Agenda items for Board Meetings:
All departments of the Company schedule their work plans in advance, particularly with regard to matters requiring consideration at the Board/Committee Meetings.
Post meeting follow-up mechanism
Important decisions taken at the Board/Committee Meetings are promptly communicated to the concerned departments. Action Taken Report on decisions/minutes of previous meetings is placed at the succeeding meetings of the Board/Committee for noting.
Code of Conduct for Board of Directors and Senior Management
The Company had already adopted the code of Business Conduct and Ethics for Board members and senior management personnel of the Company at the Board meeting held on 13/08/2011. All Board members and senior management personnel have been affirming compliance with the Code on annual basis.
As per SEBI amendments to clause 49 of the Listing Agreements made by SEBI to clause 49 of the Listing Agreement effective 1st October 2014, the Code has been amended to include the duties of Independent Directors, as laid down under companies act,2013 as stipulated and adopted by the Board of Directors.
The code has been communicated to all the Directors and members of the senior management. All Directors and Senior Management Personnel have confirmed compliance with the Code for the year ended 31st March 2015. The Annual Report contains a declaration to this effect signed by the Managing Director and the Company Secretary as the Compliance officer of the Code
2. COMMITTEE MEETINGS:
A. Audit Committee
(i) Brief description of terms of reference
your Company constituted an Audit Committee comprising of the following met 4 times during the year on 27/05/14, 03/08/14, 07/10/2014 and 07/01/2015.
The Audit Committee met and reported key issues to the Board of Directors and also duly complied with the necessary guidelines.
• Overseeing the Company's financial reporting process and Discloser of its financial information to ensure that the financial statements are correct, sufficient and creditable;
• The appointment / removal of Statutory Auditor(s) & Internal Auditor(s), Fix the Audit fee also approve the payment for any other services;
• Reviewing with the Management, the quarterly financial statement before submission to the board;
• Reviewing the adequacy of internal audit function, reporting structure, coverage and frequency of internal audit;
• Discussion with Statutory Auditors, before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;
• Reviewing the Company's financial and risk management policies;
All the members including the chairman have adequate financial and accounting Knowledge.
B. SHAREHOLDER/ INVESTOR GRIEVANCE COMMITTEE
Subsequent to takeover, your Company also constituted the Shareholder or Investor Grievance Committee comprising of:
Mr. R S Ramani as its Chairman, Mrs. Padmini Ravichandran, Member Mrs. T.P.Saira Member
The above have complied with the necessary guidelines.
Shareholder or Investor Grievance Committee met and were attended by all the members to discuss on various matters pertaining to the Shareholders. No investor grievances are pending for a period of exceeding one month against the Company as per the records maintained by the Company.
Regular reporting procedures are been carried out to keep the Board of Directors updated.
(i) Brief description of terms of reference
• Allot to the applicants, shares and other securities issued by the Company from time to time.
• Approve registration of transfer of shares and other securities issued and that may be issued from time to time; and approve or reject application for transfer of shares certified to the shareholders;
• Decide the stock exchange(s) / depositor(y)ies in India or abroad, on which shares or other securities issued by the Company are to be listed or delisted including offering/issuing such shares / securities through depositories;
• Redressal of shareholders and investors complaints such as transfer of shares, non-receipt of Annual Reports, non-receipt of dividend declared etc.;
Report to the Board about important developments in the area of servicing of shareholders and take initiatives for better servicing of the shareholders
(ii) Details of the complaints/requests received, resolved and pending during the year 2014 -2015.
Total Shareholders complaints/ Requests
C. NOMINATION AND REMUNERATION COMMITTEE
Responsibilities of NRC:
The Nomination and Remuneration Committee shall-
• Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down,
• Recommend to the Board their appointment and removal,
• Carry out evaluation of every director's performance.
• Formulate the criteria for determining qualifications, positive attributes and independence of a director and
• Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
FORMULATION OF NRC POLICY
The Nomination and Remuneration Committee shall ensure that—
(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) Remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:
The Nomination and Remuneration Committee shall also prepare the evaluations of the independence in connection with the proposal for the appointment of Board members and the annual evaluations to be made in the organisation meeting.
In addition to the tasks listed above, the Nomination and Remuneration Committee may have other tasks that are appropriate for it to be able to fulfil its function.
The Nomination and Remuneration Committee has the right to investigate and examine matters pertaining to its function and use outside experts and consultants at its discretion.
The Board remains responsible for the duties assigned to the committee. The committee has no autonomous decision-making power, and thus the board makes the decisions within its competence collectively.
The Nomination and Remuneration Committee met five times during the year on 28th May 2014, 06th September 2014, 20th December 2015, 8th January 2015 and 31st March 2015.
None of the Directors and members have been paid any Remuneration and Sitting fee for the year ended 31st March, 2015
There were no pecuniary relationships or transactions with the Non -executive Directors.
SENIOR MANAGEMENT PERSONNEL
The remuneration of Senior Management and key Managerial personnel is decided considering the current employment scenario and remuneration package of the industry. The relationship between the remuneration and benchmark is also made clear while determining their remuneration package.
CRITERIA FOR BOARD MEMBERSHIP
The Company has appointed the Directors with rich experience and expertise in various Sectors of Finance, Information Technology, governance and other disciplines to ensure Board diversity with Directors having expertise in the fields related to the Company's business.
The Independent Directors are appointed by the shareholders with no direct or indirect material relationship with the company or any of its officers and they meet all criteria in section 149(7) of the Companies Act,2013 and the Listing Agreement.
The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
Pursuant to the provisions of Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of all its committees. Evaluation has been carried out on the basis of functioning, adequacy of composition of the board and its Committees, Board culture, execution and performance of the obligations and governance of the Board as well as Committee.
Policy on Board Diversity
The Nomination and Remuneration Committee devises the policy on Board diversity to have balance of skills, experience and diversity on the Board.
D. OTHER COMMITTEE
Since the Company is not covered under the conditions prescribed under section 135 of the Companies Act, 2013, the Company is not required to constitute Corporate Social Responsibility Committee.
The Company has formulated and implemented a detailed Risk Management Policy covering key aspects as provided under clause 49 of the Listing Agreement.
Meetings of Independent Directors
The Independent Directors met on 27th May 2014 and 07th January 2015and evaluated the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company considering the views of other Directors.
The Independent Directors also discussed the Board processes including the evaluation of quality content and timeliness of flow of information between the management and the Board that is necessary perform its duties.
4. Related Party transaction
All transactions entered into with Related Parties as under clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the financial statements.
The Board has obtained certificates /disclosures from key management personnel confirming they do not have any material financial and commercial interest in transactions with the Company at large.
5. CEO/CFO Certification:
The Managing Director and Chief Financial Officer of the Company have certified to the Board of Directors, inter-alia, the accuracy of financial statements of the Company as required under the Listing Agreement.
• There has not been any non-compliance by the Company and there are no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years.
• The Company has complied with all the mandatory requirements of Corporate Governance, as required under the Listing Agreement and Company's status of Compliance with the non-mandatory requirements is given below:
7. Vigil and Whistle Blower Mechanism
The Company has formulated the Vigil and Whistle Blower Mechanism as required under the Companies Act, 2013 and Listing agreement. The Company has appointed the Audit Committee Chairman as the Ombudsman for the Mechanism, under which employees can directly report to the ombudsman.
All the mandatory requirements specified under clause 49 of the Listing Agreement with Stock Exchanges have been complied with.
8. Share Transfer Compliance and Share Capital Reconciliation:
Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates on halfyearly basis, have been issued by a Company Secretary-in- Practice for due compliance of share transfer formalities by the Company. Pursuant to SEBI (Depositories and Participants) Regulations, 1996, certificates have also been received from a Company Secretary-in-Practice for timely dematerialisation of the shares of the Company and for conducting a share capital audit on a quarterly basis for reconciliation of the share capital of the Company.
9. OTHER DISCLOSURE:
The Company has fulfilled the following non-mandatory requirements as detailed below:
As our Chairman is a Managing Director, the Company maintains an office for him at the Corporate Office
The quarterly and half yearly and yearly declaration of the financial performance are posted on the website of the Company and are also sent to the stock exchanges, where the shares of the Company are listed.
There were no qualifications in the Auditors report to the members on the financial statements for the year ended 31st March 2015.
Reporting of Internal Auditor
The Internal Auditor reports directly to the Audit Committee.
The Company does not have any material non-listed Indian subsidiary company and hence, it is not mandatory to have an Independent Director of the Company on the Board of such subsidiary company. However, one independent director each has been nominated on Board of the one subsidiaries of the Company. The Audit Committee reviews the financial statements, particularly, the investments made by the Company's non-listed subsidiary companies. The minutes of the non-listed subsidiary companies are placed before the Board for their attention and major transactions and decisions of the subsidiaries, such as inter corporate loan / investments are effected with prior approval by the Board of Directors of the Company.
The financial statements of all the subsidiaries are placed before the Directors of the Company on a quarterly basis and the attention of the Directors is drawn to all significant transactions and arrangements entered into by the subsidiary companies.
10. MEANS OF COMMUNICATION:
All material information about the Company is promptly sent through email/fax to the concerned stock exchanges wherein the Company's Shares are listed. Besides, these are all given to press for information of the Public at large. The above results are also hosted on the Company website www.8kmilessoftwareservices.com .
11. GENERAL INFORMATION FOR SHAREHOLDERS:
Date : 18th September 2015
Time: 03.30 pm onwards
Venue: Dee Cee Manor, No.90, G.N.Chetty Road, T Nagar, Chennai 600017.
As required under Clause 49(IV)(G)(i) of the Listing Agreements with the Stock Exchanges, particulars of Directorsseeking appointment/re-appointment at the forthcoming Annual General Meeting (AGM) are given in the Annexure to the Notice of the AGM to be held on Wednesday, 16th September 2015.
b. Financial Year:
1st April to 31st March.
c. Financial reporting for the quarter ending for finance year ending 31st March, 2016 (Reported/Tentative).
30th June, 2015 On 08th July, 2015
30th September, 2015 On or Before 14th November, 2015
31st December, 2015 On or Before 14th February, 2016
31st March, 2016 On or Before 30th May 2016
Annual General Meeting 2016 Before end of September
d. Period of Book Closure –
from 16th September 2015 to 18th September 2015 (Both days inclusive)
e. No dividend recommended with a view to conserve the resources.
f. Record date for ascertaining shareholders eligible to cast their votes for the items set out in the notice convening the AGM through e-voting- 21st August,2015
12. LISTING ON STOCK EXCHANGES :
The Company's Equity Shares are listed on the following Stock Exchanges:
1 BSE Limited,
Floor 25, P.J. Towers, Dalal Street, Mumbai – 400 001
Stock Code: 512161
2 National Stock Exchange of India Limited,
Exchange Plaza, Bandra Kurla Complex,Bandra (E), Mumbai- 400051
Stock Code: 8KMILES
Annual Listing Fees have been paid the above Stock Exchanges, for the financial year 2015-2016.
Corporate Identification Number (CIN) of the Company: L72300TN1993PLC101852
14. TRANSFER SYSTEM
Transfer of the Shares is done through the Depositories with no involvement of the Company. As regards, transfer of shares held in physical form the transfer documents can be lodged with Adoite at the address given below:
Adroit Corporate Services Private Limited, Industries Estate, Makwane Road, Naronvaka Andheri (East), Mumbai - 59
Transfer of shares in physical form is normally processed within ten days from the date of receipt, if the documents are complete in all respects.
• The Company's equity shares are regularly traded on the National Stock Exchange of India Limited and the BSE Limited, in dematerialized form.
• Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE650K01013
• Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity : Nil
17. ANY QUERY ON ANNUAL REPORT :
8K Miles Software Services Limited
Compliance Department Email: - firstname.lastname@example.org <mailto:email@example.com>
18. ADDRESS FOR INVESTOR'S CORRESPONDENCE:
Adroit Corporate Services Private Limited Unit: 8K Miles Software Services Limited
Industries Estate, Makwane Road, Noranvaka, Andheri (East), Mumbai - 59
Email :firstname.lastname@example.org Website: www.adroitcorporate.com
19. COMPLIANCE CERTIFICATE FROM STATUTORY AUDITORS
Certificate from M/s. GHG Associates, Chartered Accountants, Chennai, confirming compliance with conditions of Corporate Governance under clause 49 of the Listing Agreement is forming part of this Annual Report.
20. SECRETARIAL COMPLIANCE CERTIFICATE FROM SECRETARIAL AUDITOR
Secretarial Audit Report given by Mr. M. Rathnakumar, Practicing Company Secretary is forming part of this Annual Report.
21. REQUEST TO INVESTORS
• Investors holding shares in electronic form are requested to deal only with their Depository Participant (DP) in respect of change of address, bank account details, etc.
• Green Initiative- as permitted under rules 11 of the Companies (Accounts) Rules, 2014, Companies can circulate the Annual Report through electronic means to those members with the registered email IDs with NSDL or CDSL or with the Company. Members are requested to support this initiative and register their e-mail ids promptly with DPs in case of electronic shares or with the STA, in case of physical shares.