REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2014-15
Corporate Governance Philosophy:
Good Corporate Governance calls for transparency and accountability of a company's management. Your company remains committed to these basic tenets of good governance by full disclosure of its policies and operational practices as will be evident below:-
a) Composition of the Board:
The Company's Board at present has 8 Directors comprising of 3 Executive Directors and 5 Non-executive Directors. Names and categories of the Directors on the Board and the numbers of Directorships and the Committee position held by them in other public limited companies are given below:
III. Committees of Directors
The involvement of non-executive Directors in providing guidance on policy matters to the operating management is formalized through constitution of committees of the Board. These committees provide periodical and regular guidance, have exchange of information and ideas between the Non-Executive Directors and the operating management.
The Board has accordingly as required under the Code of Corporate Governance, constituted following Committees:
A) Audit Committee:
The Company has complied with requirements of Clause 49(ii)(D) with regard to composition of the Audit Committee. The details of attendance of Audit Committee Meetings held during the financial year 2014-2015 are as under:
IV) Details of Terms of Contracts of Whole time Directors:
-The Contract of Mr. Kartikeya V. Sarabhai, Whole-Time Director and Chairman was for a period of 3 years w. e. f. 1.4.2012 and the terms of remuneration were approved by the shareholders at the Annual General Meeting held on 27.9.2012.
-The contract of Mr. AH Parekh, Whole-Time Director was for a period of 3 years w. e. f. 26.12.2011 and the terms of remuneration were approved by the shareholders at the Annual General Meeting held on 24.9.2011.
-The Contract of Ms. Chaula Shastri, Whole-Time Director is for a period of 3 years w. e. f. 16.10.2012 and the terms of remuneration were approved by the shareholders at the Adjourned Annual General Meeting held on 13.11.2013.
Necessary resolutions for the re-appointments of Whole-time Directors and their terms of remuneration are incorporated in the Notice of the 37th Annual General Meeting for the approval of the Shareholders.
CODE OF CONDUCT:
In terms of clause 49 of the Listing Agreement, the Board of directors of the Company has laid down a code of conduct for all Board members and senior management personnel of the company.The Board members and senior management personnel of the company have affirmed compliance with the code. The Chairman and Whole Time Director of the Company has given a declaration to the company that all the Board members and senior management personnel have affirmed compliance with the code.
WHISTLE BLOWER POLICY:
The Company has a Whistle Blower policy that provides a secured avenue to directors , employees and other stakeholders for raising their concerns against the unethical practices, if any, in the company.The WB policy also ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
Protection against Sexual Harassment at work place:
The company is committed to creating a healthy and conducive working enviornment that enables women employees to work without fear of prejudice, gender bias and sexual harassment.Pursuant to provisions of "The Sexual harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the Company has constituted Internal complaints Committee with majority of women members which looks after complaint ,if any, with regard to sexual harassment in the organisation.
1)As required under the Companies Act, the Directors disclose the name of the Companies / parties in which they are interested and accordingly the Register of Contracts under Section 189 of the Companies Act, 2013 is tabled and signed at the Board Meeting/s.
2)Transactions with the "related parties" are disclosed in detail in note forming part of Accounts' annexed to the financial statements for the year ended 31st March 2015. Adequate care was taken by the Board to ensure that the potential conflict of interest did not harm the interest of the Company.
3)The Company has tried to comply with the provisions of Stock Exchange / SEBI / Statutory Authorities on all matters related to Capital Markets. There was no non-compliance during the year 2014-15 by the Company on any matter related to Capital Markets.
4)Means of Communications:
a)Quarterly/Half yearly Financial Result of the Company are being submitted to the BSE Limited and published in Loksatta (Gujarati Language) and the Business Standard (English Language).
b)Management Discussion & Analysis Report is a part of this Directors' Report to the shareholders.
During the year under review the company has not passed any resolution by way of postal ballot.
Related Party Transactions;
The transactions with related party are disclosed in Financial statement for the year ended 31st March 2015.
VII) General Shareholder Information:
1Registered Office: Sarabhai Campus Gorwa Road, Vadodara-390 023
2Venue, Day & Date of 37th Annual General Meeting. Prof. C.C. Mehta Auditorium, General Education Centre, The Maharaja Sayajirao University of Baroda, Vadodara-390002. Tuesday, 29th September, 2015 - 10.00 A.M.
3Financial Calendar: From 1st April 2014 to 31st March 2015
4Book Closure dates: From 22.9.2015 to 29.9.2015 (Both days inclusive)
5Dividend Payment Date: Not applicable
6Listing on stock exchange: BSE Limited- Stock Code No. - 500009
IX) Share Transfer System:
The shares of the Company are compulsorily traded in dematerialization form, w.e.f.. 28.8.2000, as per SEBI's directive. The Company has already appointed MCS Ltd., Vadodara as its RTA for dematerialization purposes and has also set up the requisite facilities for dematerialization of shares with National Securities Depositories Ltd. (NSDL) and Central Depository Securities (India) Ltd. (CDSL).
For physical Share Transfer, if the share transfer documents are in order, share transfers are registered upon approval by the Share Transfer Committee of Directors, the meetings of which Committee of Directors are generally held at regular intervals of about 15/20 days. Thereafter, duly transferred share certificates are dispatched to the respective shareholders.
XII)Dematerialization of Shares:
During the year under review, 66,398 (0.09%) shares were dematerialized in National Securities Depository Ltd. and Central Depository Services (India) Ltd.
ISIN No. E432A01017
Village Ranoli, Dist. Vadodara.
XIV)Address for Correspondence:
Shareholders can correspond either at the office of its Share Transfer Agent viz. MCS limited, 10, Aaram Apartment, 12, Sampatarao Colony, Behind Laxmi Hall, Alkapuri, Vadodara-390007 or at the Company's Registered Office, situated at Sarabhai Campus, Gorwa Road, Vadodara-390 023.
Queries of shareholders shall be addressed to Mr. Ketan Adhvaryu , Company Secretary - Email - email@example.com .
The Company Secretary is designated by the Company as 'Compliance Officer'
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT
This is to confirm that the company has in respect of financial year ended 31st March, 2015, received from the members of the Board and Senior Management of the Company a declaration of compliance with the Code of Conduct as applicable to them.
For Ambalal Sarabhai Enterprises Ltd
Kartikeya V Sarabhai
Chairman & Whole Time Director
Form No. MR-3
Place : Ahmedabad
date : 30-5-2015