REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement)
1. MANDATORY REQUIREMENTS
1.1 COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company believes that Corporate Governance is a set of processes, customs, policies, rules, regulation and laws for ensuring transparency, professionalism and accountability in its dealings with its customers, principal, employees, shareholders and with every individual who comes in contact with the Company. The Company's philosophy on Corporate Governance is bounded upon a rich legacy of fair ethical governance practices which has been in practice since the beginning. In fact the company has long been a staunch supporter of this code even before it became mandatory. Integrity, transparency, accountability and compliance with laws which are columns of good governance have always been the hallmark of company. The Company is in full compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and in this regard, submits a report on the matters mentioned in the said clause and also the practices followed by the Company as stated below:
1.2 COMPOSITION OF BOARD OF DIRECTORS
i. As on 31st March, 2015 the Board of Directors comprised the Managing Director, two other Executive Directors and four Non Executive Independent Directors which includes one Woman Director, who brings in a wide range of skill and experience to the Board. The composition of the Board is in conformity with Clause 49 of the Listing Agreement, with the stock exchange
1.3 Audit Committee:
a) Composition, Meetings and Attendance:
The 3 Members of the Audit Committee comprises of 2 Non-Executive Independent Directors both of these are Chartered Accountants and Mr. Ankit Ajmera, Executive Director an MBA in Finance. Mr. Narayan Atal continues to be the Chairman of the committee
Company Secretary of the Company acts as the Secretary of the Committee.
All the committee members attended the last Annual General Meeting, b) Term of reference:
The terms of reference of the Audit Committee were revised in the Board Meeting held on 29th May, 2014, to align the same with the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are as follows:
1. To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. To recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. To approve the payment to statutory auditors for any other services rendered by the statutory auditors.
4. To review, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
a) Matters required being included in the Director's Responsibility Statement to be included in the Board's report.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
6. To review, with the management, the statement of uses /application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. To review, with the management, performance of statutory and internal auditors, and monitor auditor's independence and performance and effectiveness of the audit process and adequacy of the internal control systems.
8. To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
9. To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
10. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
11. To approve the appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background etc. of the candidate.
12. To consider, suggest, modification and or recommend / approve, the related party transactions of the Company.
13. To scrutinise inter corporate loans and investments.
14. To consider valuation of assets or undertaking of the Company.
15. To evaluate internal financial controls and risk management systems.
16. To review and formulate the scope, functioning, periodicity, methodology for conducting the internal audit, in consultation with the Internal Auditor and to discuss with the internal auditors any significant findings and follow-up there on.
17. To have the authority to investigate into any matter as included in its terms of reference or referred to it by the Board and for this purpose the Audit Committee to have power to obtain professional advice from external sources and have full access to information contained in the records of the Company.
18. To review the Company's Vigil Mechanism as defined under the Whistle Blower Policy of the Company with regard to the process / procedure prescribed for its employees and Directors to raise concerns, in confidence, about possible wrongdoing in financial reporting, accounting, auditing or other related matters To ensure that these arrangements allow independent investigation of such matters and appropriate follow-up action.
19. Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.
1.4 Nomination and Remuneration Committee a) Composition:
The Nomination and Remuneration Committee (formerly known as Remuneration/ Compensation Committee) comprise of three Non-Executive Independent Directors namely Mr. Narayan Atal (Chairman), Mr. Rajendra Bakiwala (Member), and Mr. Samir Biswas (Member). The Committee was renamed as Nomination and Remuneration Committee from Remuneration & Compensation Committee and its terms of reference were expanded to align the same with the provisions of Companies Act, 2013 and clause 49 of the listing agreement in the Board Meeting held on 29th May, 2014. During the year, one meeting of the Committee held on 14th February 2015 which was attended by all the members of the Committee
b) Terms of reference:
(a) To recommend the annual remuneration and periodic increments payable to the Executive Director(s) which is required to be further approved by the Board.
(b) Formulation of criteria for evaluation of Independent Directors and the Board.
(c) Devising a policy on Board diversity.
(d) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
(e) To ensure that the overall remuneration payable to the Directors does not exceed the limits prescribed by the Companies Act and is within the limits approved by the Shareholders.
(f) Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.
c) Policy on selection and appointment of Directors and their remuneration.
(a) Criteria of selection of Non-executive Directors
The Non-executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of marketing, finance, taxation, law, governance and general management.
In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
In case of re-appointment of Non-executive Directors, the Board shall take into consideration the performance evaluation of the Director and his / her engagement level.
Remuneration: The Non- Executive / Independent Directors shall be entitled to receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time and reimbursement of expenses for participation in the Board Meeting. An Independent Director shall not be entitled to any stock option of the Company.
(b) Managing Director & Whole-Time Director - Criteria for selection / appointment.
For the purpose of selection of the Managing Director or Whole-Time Director the Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.
The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
Remuneration: At the time of appointment or re-appointment, the Managing Director or Whole-Time Director may be paid such remuneration as may be mutually agreed between the Companies (which includes the nomination & Remuneration Committee and the Board of Directors) and the Managing Director or Whole-Time Director within the overall limits prescribed under the Companies Act, 2013.
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Personnel in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.
(c) Remuneration policy for senior Management Employees
In determining the remuneration of the Senior Management Employees the Committee shall ensure the relationship of remuneration and performance benchmark is clear.
1.5 Stakeholder Relationship Committee: A. Composition :
The Stakeholder Relationship Committee comprises of three Directors Mr. Narayan Atal and Mr. Rajendra Bakiwala, both Chartered Accountants, the Non-Executive Independent Directors of the company and Mr. Ankit Ajmera, Executive Director of the company. Mr. Narayan Atal continues to be the Chairman of the committee. The committee met as and when required during the year.
. Terms of reference:
The Stakeholder Relationship Committee of the Company reviews matters related to grievances of shareholders and investors. The committee primarily focuses on review of investor complaints, its redressal and queries received from investors i.e. transfer of shares, issue of duplicate share certificates, non-receipt of annual reports etc. and also reviews the reports presented by the Share Transfer Agents of the Company.
1.6 Risk Management: The Company has a risk management framework in place.
Risk Management Committee comprises of 3 Directors out of which 2 Directors are independent. The composition is as under:
Mr. Ashok Ajmera - Managing Director & CEO
Mr. Narayan Atal - Independent Director
Mr. Rajendra Bakiwala - Independent Director
The Committee reviews the risks confronted by the Company with respect to its business area /operations as well as financial and validates the adequacy of insurance and other risk mitigation measures proposed for Company's business. The committee met as and when required during the year
a. None of the transactions with any of the related parties were in conflict with the interest of the Company. Details of the related party transactions are given in Note no. 26 of notes on Financial Statement.
b. During the previous three years while no stricture was passed, financial penalties aggregating to Rs. 1,17,325 was levied by some stock exchanges and CDSL for delay in /noncompliance of certain provisions/regulations relating to Capital Market and depository participant activities observed mainly during the regular inspection.
c. None of the Directors of the company are disqualified for being appointed as Directors as stipulated under section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014 of the Companies Act, 2013.
d. Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder, board of Directors in their Board meeting held on 29th May, 2014 have adopted a vigil mechanism policy for Directors and employees to report the genuine concerns to the Chairman of Audit Committee.
e. The Company has duly complied with all the mandatory requirements as per Clause 49 of the Listing Agreement.
f. Compliance with Non-mandatory requirements is furnished separately under the heading "Non-mandatory Requirements".
1.10 Means of Communication:
a. The quarterly results and annual audited results are published in Business Standard & Apia Mahanagar dailies published in English and Marathi (the regional language) respectively.
b. These results are also displayed on the Company's Website viz. www.aicononline.com
c. These results are also submitted to BSE for display on their website www.bseindia.com
d. The Management Discussion and Analysis report forms part of this Annual Report.
e. The Shareholding Pattern & Corporate Governance report of the Company also submitted to BSE & it available at www.ajcononline.com
l.llGeneral Shareholders Information:
(a) ANNUAL GENERAL MEETING
Day, Date & Time: Friday, 18th September, 2015 at 10:00 A.M.
Venue: 409, A-Wing, Express Zone, Cello Sonal Realty, Near Oberoi Mall on Western Express Highway, Goregaon (E), Mumbai-400063
c) FINANCIAL CALENDER (Tentative and subject to change)
First quarter results ending 30.06.2015 : 10 August, 2015
Second quarter results ending 30.09.2015 : 14th November, 2015
Third quarter results ending 31.12.2015 : 13th February, 2016
Last quarter/audited annual results ending 31.03.2016: 30th May, 2016
Annual General Meeting for the Year ended 31.03.2016 : 30th September, 2016
Venue of AGM ; Mumbai
(d) BOOK CLOSURE : Friday 11th September, 2015 to firday 18th September,2015 ( both days inclusive )
(e) LISTING ON STOCK EXCHANGES
BSE Ltd., Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001.
Annual Listing Fees, as prescribed has been paid to the Stock Exchange for the year 2015-16
(f) STOCK EXCHANGE CODE: 511692 (BSE)
(g) CORPORATE IDENTIFICATION NUMBER: L74140MH1986PLC041941
(h) DEMAT ISIN No: INE759C01019
(i) SHARE TRANSFERS AND OTHER COMMUNICATIONS SHOULD BE ADDRESSED TO: BIGSHARE SERVICES PVT. LTD.
E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072. Tel: 022- 40430200 Fax: 022-28475207 Email: email@example.com
(j) INVESTORS' COMPLAINTS MAY BE ADDRESSED TO: Compliance Officer Ajcon Global Services Limited
Correspondence and Corporate Office: 408, A-Wing, Express Zone, Cello-Sonal Realty,
Near Oberoi Mall on Western Express Highway Goregaon (E), Mumbai-400063 Tel: 022- 67160400/450 Fax: 022-28722062 Email: firstname.lastname@example.org / email@example.com
I) REGISTRAR AND SHARE TRANSFER AGENTS
The Company has appointed Bigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072 as Registrar and Share Transfer Agents of the Company
(o) DEMATERIALISATION OF SHARES
The shares of the Company are traded in compulsorily dematerialized form 54,14,285 Equity shares (88.52%) have been dematerialized as on 31.03.2015.
(p) OUTSTANDING GDR/WARRANTS/CONVERTIBLE INSTRUMENTS.
The Company has no outstanding GDR/Warrants/Convertible Instruments
q) ADDRESS FOR CORRESPONDENCE
AJCON GLOBAL SERVICES LIMITED 408, A-Wing, Express, Cello Sonal Realty, Nr. Western Express Highway, Goregaon (E), Mumbai- 400063 Tel: 022 67160400 Fax: 022 28722062 Email: firstname.lastname@example.org
1.12 Reconciliation of Share Capital Audit Report
M/s Kothari H. & Associates, carried out a secretarial audit to, reconcile the total admitted capital with National Securities Depository Limited (NDSL), Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
1.13 Compliance Certificate from the Auditors
A certificate from the Auditors of the Company certifying the Company's compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to and forms a part of this report.
1.14 CEO/ CFO Certification
As required under Clause 49 (IX) of the Listing Agreement, the CEO/CFO certificate for the financial year ended 31st March, 2015, signed by Mr. Ashok Ajmera, Managing Director & CEO and Mr. Ankit Ajmera, Executive Director & Chief Financial Officer of the Company of the Company. The CEO/ CFO certificate is annexed and form part of this Report.
2. NON-MANDATORY REQUIREMENTS
2.1 Chairman of the Board:
The Company has an Executive Chairman and hence the requirement pertaining to reimbursement of expenses to a Non-Executive Chairman does not arise.
2.2 Shareholders' Rights:
As the Company's Quarterly results are published in English Newspaper having circulation all over India and also in a Regional Newspaper circulated in Maharashtra, the same are not sent to each Shareholder separately.
2.3 Audit Qualification:
During the year under review, there was no audit qualification on the Company's financial statements.
2.4 Reporting of Internal Auditor:
The internal auditor reports to the Managing Director & CFO and he has direct access to the Audit Committee.
2.5 Separate post of Chairman and CEO:
The Company does not have separate posts for Chairman and CEO