REPORT ON CORPORATE GOVERNANCE
1. Company's philosophy of Corporate Governance
The Company is in compliance with requirements of the guidelines on corporate governance stipulated under clause 49 of the listing Agreement. The status with regard to the various aspects of the corporate governance is given below. The company has laid down a code of conduct for all its Board Members and senior management personnel for avoidance of conflicts of interests. Company has received the necessary declaration affirming compliance with the code of conduct for the year 2014-15.
2. Board of Directors
The Board of Directors of the Company comprises of a One Promoter Executive Director, One Additional Director (Independent) and three Independent and Non Executive Directors with professional expertise and experience in their respective field.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a system has been put in place to carry out performance evaluation of the Board, its Committees and individual directors. An appraisal format has been devised covering various aspects of the Board's functioning such as adequacy of composition of the board and its Committees, board process, culture and accountability etc. Similarly, a separate format is also formulated for carrying out evaluation of the performance of individual Directors including the Chairman of the Board, which inter-alia include parameters such as level of engagement and contribution, understanding of industry and global trends, and independence of judgement etc.
Board Familiarization Programme
At the time of appointing a Director, a formal letter of appointment is given to him / her, which inter alia explains the role, functions, duties and responsibilities expected from him / her as a Director of the Company. The Director is also explained in detail the compliance required from him / her under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations.
The above initiatives help the Director to understand the Company, its business and the regulatory framework in which the Company operates and equips him / her to effectively fulfil his / her role as Director of the Company. The details of familiarization programmes have been posted on the website of the Company.
3. Audit Committee
i. Terms of Reference:
Company has constituted Audit Committee in compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The committee's terms and reference, authority and powers are in conformity with the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. All financial statements are reviewed by the Audit Committee before submission to the Board. There were four meetings of the committee during the year.
ii. Four Audit Committee Meetings were held during the financial year 2014-15 on 26th May, 2014, 14th August, 2014, 14th November, 2014 and 12th February, 2015.
4. Nomination and Remuneration Committee
i. Terms of Reference:
The terms of reference of this Committee are wide enough covering the matters specified under the revised Listing Agreement and the Companies Act, 2013.
ii. Composition, Name of Members and Chairperson
One Meeting of the Nomination and Remuneration Committee was held during the Financial Year 2014-15 on 12th February, 2015.
iii. Nomination and Remuneration Policy
The Nomination and Remuneration policy of the Company is designed to attract, motivate and retain manpower in competitive market. The Key provisions of such policy are given in Board's Report.
5. Stakeholders Relationship Committee
The Board has formed an investors' Grievance Committee named as Stakeholder's Relationship Committee to specifically look into the redressal of investors' complaint like transfer of shares, non receipt of balance sheet or non receipt of credit of shares into the Demat account etc. the committee also approves issue of duplicate share certificate(s) and oversees and reviews all matters connected with the share transfer.
ii. The company has designated the email id email@example.com for the purpose of registering complaints by investors electronically. The email id is displayed on the company's website.
6. Independent Directors Meeting
During the year, the Independent Directors met on 12th February, 2015 to:
? Review the performance of Non-Independent Directors and the Board as a whole.
? Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.
? Evaluate the quality, quantity and timeliness of flow of information between the Company Management and the board that is necessary for the Board to effectively and reasonably their duties.
i. The related party transactions are placed before Audit Committee for the year 2014-15, there were no transactions of material nature with related parties which are not in the normal course of business. The related party transactions are disclosed in the Notes on Account to the Balance Sheet.
ii. There are no pecuniary relationships or transactions of non executive directors vis-a-vis Company that have a potential conflict with the interests of the company.
iii. The company has complied with requirements of the stock exchanges as well as the Regulations and Guidelines prescribed by the Securities & Exchange Board of India. There were no penalties or strictures imposed on the company by Stock Exchanges or SEBI, any statutory authority on any matter related to capital markets during last three years.
Listing fee has been paid to the Bombay Stock Exchange up to the F.Y. 2014-15. Company has also made applications for the voluntary delisting from the stock exchanges at Delhi, Chennai, Kolkata and Ahmedabad, which are pending for decision at end of respective stock exchange. Company has not paid listing fee to these stock exchanges in view of poor financial position.
iv. The company has complied with all mandatory requirements of clause 49 of listing agreement on corporate governance.
v. As on 31 March, 2015 none of the non executive directors, is holding any equity shares of the company.
vi. The company has a Whistle Blower Policy in place and it has not denied access to any personnel to approach the Management or the Audit Committee on any issue.
vii.No director of the company is having any relationship with each other
8. Means of Communication
Quarterly Results Published in the newspapers every quarter
ii Newspapers wherein results normally published The Economic Times and Desh Sewak
iii Any website, where results are displayed www.adinathtextiles.com
iv Whether it also displays official news releases No
v The presentations made to Institutional Investors or to the Analysts No
Online Filing: Periodical compliance filings like shareholding pattern, corporate governance report, announcements, corporate actions etc. have been filed electronically on BSE -Corporate Compliance & Listing Centre. SCORES (Sebi Complaints Redressal System): The Investor Complaints are processed in a centralized web based complaints redressal system on www.scores.gov.in, a website maintained by SEBI (Securities and Exchange Board of India). The main feature of this system is central database of all complaints, online upload of action taken reports (ATR's) by the concerned companies and online view by investors of action taken on complaints and its current status. The Company had dispose of all the pending complaints filed through scores.
General Share Holders Information
(i) Annual General Meeting:
Date & Time: Wednesday, the 12th day of August, 2015 at 03.30 P.M.
Place: Regd. office of the Company at ViII. Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana -141 123.
(ii) Financial Year: The company's Financial Year starts from 1st April every year and conclude on 31st March, next year.
(iii) Book Closure: From Thursday the 6th day of August 2015 to Wednesday the 12th day of August 2015 (both days inclusive).
(iv) Company has not declared any dividend during the year 2014-15.
(v) Listing Details:
The Equity shares of the Company are listed on
(i) The Bombay Stock Exchange, Pheroze Jeejeebhoy Towers, 25th floor, Dalal street, Mumbai-400001
(ii) The Ludhiana Stock Exchange Association Limited, Feroze Gandhi Market, Ludhiana -141001
(iii) The Delhi Stock Exchange Association Limited, DSE House, AsafAli Road, New Delhi-110002
(iv) The Culcatta Stock Exchange Limited, 7, Lyons Range, Kolkata-700001.
(v) The Madras Stock Exchange Limited, Post Bag No. 183, 11 Second Line Beach, Chennai - 600 001
(vi) The Ahmedabad Stock Exchange Limited, Kamdhenu complex, Panjara Road, Ahmedabad-380015
Stock Code: BSE Code: 514113
(vi) Depositories for Equity Shares:
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
ISIN No. for the Companies Equity Shares: INE207C01019
(vii) Registrar and Share Transfer Agent.
The details of Registrar & Transfer Agents areas under Name : Skyline Financial Services (P) Ltd.
Address : D-153/A 1" Floor, Okhla Industrial Area, Phase-1 New Delhi-11 0020
Phone No. : 011-26812682-83-84 Fax No. : 011-26812682
Contact Person : Mr. Subhash Aggarwal, Director.
(viii) As on 31.03.2015, 57.75% of the total paid up capital of the company is held with depositories in dematerialized form.
(ix) Share Transfer System:
The company's shares are in compulsory dematerialized list and are transferable through depository system. Shares in physical form are processed and approved by M/s Skyline Financial Services Pvt. Ltd., the Registrar and Transfer Agents and approved/taken note of by the Stakeholder's Relationship Committee. The physical share transfers are generally processed within a period of 15 days from the date of receipt of transfer documents by M/s Skyline Financial Services Pvt. Ltd.
(x) Market Price data: The monthly high and low stock quotations for the shares of the company at the Stock Exchange, Mumbai, during the last financial year are not available.
(xi) The Company has not issued any GDR's IADR's and there are no warrants or any convertible warrants.
(xii) Location of Plant:
Adinath Textiles Ltd., Vill. Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana
(xiii) Address for Correspondence:
Adinath Textiles Limited, Vill. Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana (India) -141 123
Ph. (0161)2685271, 2685272 Fax. 91-161-2685270
Email: firstname.lastname@example.org Website: www.adinathtextiles.com