REPORT ON CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with the BSE Limited (BSE), the report containing the details of corporate governance systems and processes at Apis India Limited is as under:
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The company believes that the code prescribes only a minimum framework for governance of business in corporate framework. The company's philosophy is to develop this desired minimum framework and institutionalize the spirit it entails. This will lay the foundation for further development of superior governance practice which is vital for growing a successful business. The company recognizes that transparency, disclosure, financial control and accountability are the pillars of any good system of corporate governance. It is company's endeavor to attain highest level of governance to enhance the stakeholder's value.
Corporate governance is about directing and controlling the company with the overriding objective of optimizing return for the shareholders. A good governance process aims to achieve this by providing long-term visibility of its business, ensuring effective relationship with stakeholders, establishing systems that help the Board in understanding risk appetite and monitoring risk at every stage of corporate evolution process. The company's philosophy is responsive to the aspirations of customers, suppliers, lenders, employees, the shareholders and the expectations of the society.
The company believes that any meaningful policy on corporate governance must provide empowerment to the executive management of the company and simultaneously create a mechanism of checks & balances which ensure that the decision making powers vested in the executive management is used with care and responsibility to meet stakeholder's aspirations and societal expectations. The company firmly believes in good corporate governance framework to attain the highest level of transparency, accountability and integrity.
The company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered with the Stock Exchange with regard to the corporate governance.
2. COMPANY'S GOVERNANCE STRUCTURE
The corporate governance structure at Apis India Ltd. is as follows:
1 Board of Directors: The functioning of the Board is democratic. The members of the Board with the permission of chairman are free to bring up any matter for discussion at the Board meetings. The Board plays a key role in framing policies for ensuring and enhancing good governance. Besides its primary role of setting corporate strategies, goals and monitoring corporate performance, the Board directs and guides the activities of the management towards achieving those corporate goals, seeks accountability with a view to achieve sustained and consistent growth aimed at adding value for its stakeholders.
2 Board Committee: The Board has constituted various committees viz; Audit Committee, Remuneration Committee and Shareholders'/Investors' Grievance Committee. Each Committee has been mandated to operate within a given framework.
A report on compliance with the code of corporate governance as prescribed by the Securities and Exchange Board of India (SEBI) and incorporated in the Listing Agreement is given below:
3. BOARD OF DIRECTORS
The size and composition of the Board of Directors confirms the requirement of Listing Agreement to maintain the independence of the Board. The Board of Directors comprises of Chairman, Managing Director, Whole-time Directors and other Independent Directors. Mr. Vimal Anand is Executive Director designated as Managing Director of the company, Mr. Amit Anand is designated as Joint Managing Director of the company and Mr. Deepak Anand is designated as Whole time Director.
Composition of Board of Directors
As on March 31, 2015, the composition of Board of Directors comprised proper combination of Executive Director and Non - Executive Director. Of the total number of Directors i.e. Seven (7), more than fifty percent of the Board of Directors comprises Non - Executive Director. The name and categories of Directors along with DIN Number are as follows:
None of the Directors of the company is a member in more than ten (10) committees or acts as a Chairman in more than five (5) committees, as specified in Clause 49 (I) (C) (ii) of the Listing Agreement. The company is notified by Directors, from time to time, status of committee positions he occupies in other companies.
4. BOARD MEETINGS
The Board meets at regular intervals and detailed agenda is sent to each director prior to Board and committee meetings. During the Financial Year 2014-15, Twelve (12) Board Meetings were held and the gap between two meetings did not exceed four months as required by listing agreement. The dates of such Board Meetings were as follows:-
The Board meets at least once in a quarter to review the quarterly financial results and operation of the Company. In addition to the above, the Board also meets as and when necessary to address specific issues relating to the business. The tentative annual calendar of Board Meetings for approving the accounts for the ensuing year is decided well in advance by the Board. The necessary quorum was presented for all the meetings held during the year 2014-15
Minutes of the meetings of the Board Committees are circulated to all the Directors.
None of the Non - Executive Director of the company has any material pecuniary relationship or transaction with the company except that Mrs. Prem Anand, who was Non executive director till 11th November 2013 and the share application paid by her during the year into the company is also refunded.
The Board periodically reviews compliance report of all laws applicable to the company, on time to time as reported prepared by the company as well as steps taken by the company to rectify instances of Non - compliances.
5. INTERSE RELATIONSHIP AMONGST DIRECTORS
Mr. Vimal Anand and Mr. Amit Anand are sons of Mr. Deepak Anand. No other Director is related to any other Directors as per the definition of relative in The Companies Act 1956.
6. BOARD SUPPORT
The Company Secretary attended all the Board meetings and advises the Board on compliances and governance of the applicable laws.
Details of Directors seeking Re - appointment at the forthcoming Annual General Meeting :
(a) Mr. Sushil Gupta
Mr. Sushil Gupta was born on February 02, 1955, in his long experience his achievements in business have proved his worthiness and it is believed that his experience as Independent Director of the company is paving the way for the overall development and compliance with the regulatory environment by the Company. He is neither a director nor member of any committee other than Apis India Limited. Mr. Sushil Gupta is presently member of two committees. He is holding 16709 (0.030%) numbers of shares in the Company. He is acting as an Independent Non - Executive Director in the Company..
(b) Mrs. Shalini Gupta
Mrs. Shalini Malik is Masters in Arts and Graduate in Education. She is also an eminent educationist. Her experience as a social activist and valued thoughts has paved the way for the growth including Corporate Governance Segment of the company. She is neither a Director nor holding Committee membership in any Company except Apis India Limited. She is holding NIL number of shares in the Company. She is acting as an Independent Non - Executive Director in the Company.
7. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The company's Code of Conduct, as adopted by the Board of Directors, is applicable to all the Directors, Senior Management and one level below the Executive Director including all functional heads of the company in compliance with Clause 49 of the Listing Agreement. The Managing Director, of the company, confirms and affirms compliance with the company's code of conduct for the year ending 31st March 2015. The Code is derived from three essential and basic principles, which form the ingredient of a growing company viz. Good Corporate Governance, Good Corporate Citizenship and Good Ethics. The Code is available on the Company's website: www.apisindia.com .
A declaration to this effect signed by the Managing Director is appended at the end of this report.
The company has constituted Audit Committee, Remuneration Committee and Investor's Grievances' Committee as per Clause 49 of the Listing Agreement. The decisions regarding the constitution of the committee, appointment of members of the committee are taken by the Board of Directors. Details on the role and composition of these committees, including the number of meetings held during the financial year and attendance, are provided below: -
(a) AUDIT COMMITTEE
The company has duly constituted an Audit Committee of Directors as mandated under the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The constitution of the Audit Committee as on March 31, 2015 is as follows: -
I Name of the Member I Category I Chairman/Member I
During the year five (5) meetings of the Audit Committee were held in the year ended March 31st 2015 dated as under:
a. May 29, 2014
b. August 13, 2014
c. September 01, 2014
d. November 13, 2014, and
e. February 11, 2015
The said Meetings were attended by all the members of the Audit Committee.
Scope / Term of Reference of Audit Committee
Term of reference of the Audit Committee are as specified in Clause 49 (II) (D) & (E) of the Listing Agreement entered with the Bombay Stock Exchange Limited (BSE).
Minutes of the Audit Committee Meetings are placed in the Board from time to time.
Powers of the Audit Committee
The Audit Committee has the following powers:
I. To investigate any activity within its terms of reference.
II. To seek any information from any employee.
III. To obtain outside legal and professional advice.
IV. To secure attendance of outsiders with relevant expertise, if it considers it necessary.
Terms of Reference of the Committee
The Secretarial Department of the company and the Registrar and Share Transfer Agent, M/s Skyline Financial Services Private Limited attended to the grievances of the shareholders and investors received and through Regulatory Authorities.
Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors.
There were no investor grievances during the year ended March 31, 2015 and hence no meeting of the committee was required to be held during the period.
The responsibilities of the Shareholders'/ Investors' Grievance Redressal Committee is to supervise the mechanism of Investors' Grievance Redressal and to ensure cordial investor relations.
The functioning and terms of reference of the committee are as prescribed under the Listing Agreement with the Stock Exchanges and the Companies Act, 1956. The remuneration paid to the Directors during the last financial year is mentioned below
DETAILS OF SHARES HELD BY NON - EXECUTIVE DIRECTORS:
Mr. Sushil Gupta, Non executive Independent Director holds 16,709 Equity Shares of the company i.e. 0.30% of the paid up capital of the company.
Besides above said person, no other Non - Executive Independent Director holds any share/stock options in the company as on March 31, 2015
9. COMPLIANCE OFFICER
Mr. Vimal Anand has been appointed as the Compliance Officer of the company.
(i) Related Party Disclosures
The details of all significant transactions with related parties are periodically placed before the Audit Committee. Transactions, if any, with the related parties are disclosed in the notes to accounts, which form part of this annual report.
None of the material transactions except as disclosed in the annual report were entered with its promoters and their relatives, the directors and management and their relatives or any other related parties, were not likely to have a conflict with the interest of the company.
(ii) Disclosure of Accounting Treatment
There has not been any significant change in the accounting policies during the year. While, if in the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has been followed, the fact shall be disclosed in the financial statements, together with the management's explanation as to why it believes such alternative treatment is more representative of the true and fair view of the underlying business transaction in the corporate governance report.
(iii) Board Disclosures - Risk management
The company laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures shall be periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.
The company has complied with all the mandatory compliances of the report.
(iv) NON-MANDATORY REQUIREMENTS:
The company has fulfilled the following non - mandatory requirements as prescribed under annexure ID of Clause 49 of the Listing Agreements entered into with the Stock Exchange:
(i) The company has set up Remuneration Committee, details of which have been given earlier in this report.
(ii) WHISTLE BLOWER POLICY
The company has adopted a Whistle Blower policy to provide a formal mechanism to the employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company's conduct or general ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the company has been denied access to the Audit Committee.
12. OTHER DISCLOSURES: -
Pursuant to Clause 50 of the Listing Agreement entered into with the Stock Exchange, the company has followed the guidelines of the Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparations of Financial Statements. The company has complied with the requirements of Stock Exchanges where the company's shares are listed.
Further, there were no penalties and strictures have been imposed by SEBI or Stock Exchange or any other Statutory Authority.
13. CEO/CFO CERTIFICATION
The Managing Director (CEO) and the Chief Financial Officer (CFO) have certified to the Board in accordance with Clause 49(V) of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended March 31, 2015. The certification to this effect is given as an annexure to this report.
14. COMPLIANCE CERTIFICATE
Pursuant to Clause 49 of the Listing Agreement, a certificate from M/s Umesh Kumar & Associates the Practicing Company Secretary, certifying the compliance by the company with the provisions of the corporate governance of the Listing Agreement is given as an annexure to this report.
This certificate has also been forwarded to the Stock Exchanges where the shares of the company are listed.
15. MEANS OF COMMUNICATION
The quarterly and annual financial results along with segment report of the company are furnished to the Stock Exchanges on a periodic basis after the review of the Audit Committee of the Board and thereafter approval by the Board of Directors. The company has published quarterly results in the following newspaper:
1. Mint-All India (English Edition)
2. Hari Bhoomi - Delhi (Hindi Edition)
The company's website www.apisindia.com contains separate section "Investor Relation" where shareholders information viz. quarter/annual results, shareholding pattern, & corporate announcement are made available. The annual report of the company is also available on the website in a downloadable form.
16. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE BY MINISTRY OF CORPORATE AFFAIRS
The Ministry of Corporate Affairs ("MCA") has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by companies and had issued circulars No. 17/2011 and No. 18/2011 on April 21, 2011 and April 29, 2011 stating that the service of official documents by a company to its members can be made through electronic mode. MCA has clarified that services of documents on members by e-mail will constitute sufficient compliance with Section 53 of the Companies Act, 1956, provided the members are given an advance opportunity to register their e-mail address or changes, if any, therein with the company.
Considering the move taken by the MCA as a welcome step, the company had sent the annual report for the financial year 2014-15 in electronic form to the e-mail IDs made available and registered to the company by the depositories and/or members. All the official documents including annual report of the company, circulated to the members of the company through electronic mode, were made available on the company's website www.apisindia.com .
This year also, the company will send the annual report including various notices/documents like notices of General Meetings, Audited Financial Statements, Auditors' Report, Directors' Report and Financial Results in electronic mode.
The members are requested to provide their email IDs with their depositary participants in case shares are held in electronic mode to ensure that the annual reports and other documents reach them at their preferred email IDs and where the shares are held in physical form, please get their email IDs updated in the records of the company.
The company has complied with all the requirements of the Stock Exchanges/SEBI and Statutory Authority on all matters related to capital markets during the last three years.
18. INITIATIVES ON PREVENTION OF INSIDER TRADING PRACTICES
With SEBI imposing the responsibility of "Prohibition of Insider Trading" on the organization, the Board has designed a code of conduct strictly in accordance with the Model Code of Conduct prescribed by SEBI. The Code, besides other relevant matters, prohibits as insider from dealing in the shares of the company, while in possession of the unpublished price sensitive information in relation to the company. Though, the shares of the company are non - frequently traded in the stock exchange, the company periodically closes the trading window for the directors and employees of the company as per the Insider Trading code in force in the company.
(i) COMPANY REGISTRATION DETAILS
The company is registered in the National Capital Territory of Delhi, India. The Corporate Identity Number (CIN) allotted to the company by the Ministry of Corporate Affairs (MCA) is L51900DL1983PLC164048.
(ii) 33rd ANNUAL GENERAL MEETING
Date : Monday, 28th September 2015
Time : 11:00 A.M.
Venue : 18/32 East Patel Nagar, New Delhi- 110 008
(iii) Financial Year
The Financial Year covers the period from 1st April 2014 to 31st March 2015.
(iv) Book Closure
The date of book closure will be 10th September 2015 to 20th September 2015 (both days inclusive).
The company is proposing dividend @ Rs. 4 per share on the 4% Preference Shares to the Preference Shareholders as on March 31, 2015, subject to the shareholder's approval at the ensuing Annual General Meeting.
Considering the future expansion plans of the company, the Board of Directors does not recommend any dividend on the Equity Shares of the company for the financial year ending March 31, 2015.
(vi) Financial Calendar:
The tentative dates for Boar
Sr. No. Particulars of Quarter Tentative dates
1 First Quarter Results In or before the Second week of August 2015
2 Second Quarter along with Half Yearly Results In or before the Second week of November 2015.
3 Third Quarter along with Nine-months Results In or before the Second week of February 2016.
4 Fourth Quarter along with Annual Results In or before the Fourth week of May 2016.
(vii) Listing on Stock Exchanges:
The shares of the Company are listed on the Bombay Stock Exchange, the detailed description of which is given hereunder.
Bombay Stock Exchange, Mumbai
25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
Tel: 022- 2272 1233/34 Fax: 022-2272 2082/2132
The Annual Listing Fees of the Stock Exchange for the financial year 2014 - 2015 has been paid in time.
(viii) Stock Code
Trading Symbol on the BSE (Scrip Code): 506166
(ix) ISIN with NSDL and CDSL
Depository’s Name Equity Shares Preference Shares
CDSL INE070K01014 INE070K04026
NSDL INE070K01014 INE070K04034
The annual custody / Issuer fee for the year 2013 - 2015 has been paid by the company to NSDL and CDSL.
(x) Stock Market Price Data
The shares of the company being non - frequently traded and the high and low price of the share of the company are maintained at Rs. 50/- per share. Hence, there is no information with reference to the high and low prices of the company's shares at the Bombay Stock Exchange.
(xi) Registrar and Share Transfer Agent Skyline Financial Services Private Limited
D - 153A, 1st Floor,
Okhla Industrial Area, Phase-I, New Delhi- 110 020
Ph: 011 -2681 2683-2681 2684 Fax: 011 - 2629 2681
(xii) Share Transfer System
The shares in physical mode received for transfer are transferred expeditiously subject to completion of appropriate regulatory formalities. Confirmation in respect of the requests for dematerialization of shares is expeditiously sent to the respective depositories i.e. CDSL and NSDL.
The average time taken for processing of share transfers including dispatch of share certificates was approximately 15 days, if the documents are clear in all respects. As the company's shares are currently traded in dematerialized form, the transfers are processed and approved in the electronic form by NSDL/CDSL through their depository participants.
There are no pending share transfer requests as on 31 March, 2015. Request received during the year for transfer of shares was duly executed in time.
As on March 31, 2015, 73.53% of the company's total Shares i.e. 40,51,727 Equity Shares were held in dematerialized form and 26.47% comprising 14,58,349 Equity Shares were held in physical form.
The Preference Share Capital of the company is held in physical form.
20. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Listed Stock Exchanges. The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
The shares of your company are currently not traded at the Bombay Stock Exchange.
(xvii) Internet Access: www.apisindia.com
The website of the company contains all relevant information about the Apis family. The company is regularly updating of its website to meet the statutory compliances.
(xviii) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, Conversion Date and likely impact on Equity
The company has not issued any GDRs / ADRs / Warrants or any other Instruments convertible into Equity.
(xix) Plant Locations:
The locations of the Works of the company are specified below:-Unit
Apis India Limited
Khasra No. 66 - 69, Village Makhiali, Dundi Pargana,
(xx) Address for Correspondence:
Apis India Limited
18/32, East Patel Nagar,New Delhi – 110 008
Ph. No. – 011 – 4320 6666 Fax No. – 011 – 2571 3631
The Company Secretary
Apis India Limited
18/32, East Patel Nagar, New Delhi- 110 008
Ph. No. -011 -4320 6666 Fax No. -011 -2571 3631
Exclusive Mail id for Investor Grievances:
Pursuant to Clause 47(f) of the Listing Agreement with Stock Exchange, the following are the designated exclusive emails for Investors Grievance:
firstname.lastname@example.org Website: www.apisindia.com
Any Shareholder Complaints/Queries may also be addressed to:
Skyline Financial Services Private Limited
D - 153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi- 110 020
Ph: 011 -2681 2683-2681 2684 Fax: 011 - 2629 2681
The corporate governance report was adopted by the Board of Directors of the company at their meeting held on September 1, 2015.