CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company's Philosophy on Code of Governance envisages attainment of highest level of transparency, accountability, empowerment and ethical business conduct across all facts of its operations. The Company aspires to be a responsible partner acting with integrity towards its shareholders, customers, employees, the government and its business associates.
3. MEETINGS AND ATTENDANCE DURING THE YEAR
Attendance of Directors at the Meeting of Board of Directors for the Financial Year 2014-2015.
The Company has conducted 8 Board Meetings during the year on 26/05/2014, 30/05/2014, 14/08/2014, 31/10/2014, 14/11/2014, 20/11/2014, 22/12/2014 and 14/02/2015.
COMMITTEES OF THE BOARD
The Company has five committees viz: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, and 5. Risk Management Committee
The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors.
1. AUDIT COMMITTEE
The term of reference of this committee cover the matter specified for Audit Committee under clause 49 of the Listing Agreement. The current Audit Committee of the Company comprises three Directors, who possess knowledge of the corporate finance & accounts.
MEETINGS AND ATTENDANCE
During the financial year ended 31st March, 2015, 4 Audit Committee Meetings were held during the year i.e. 30/05/2014, 14/08/2014, 14/11/2014 and 14/02/2015.
2. NOMINATION AND REMUNERATION COMMITTEE
The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives
ROLE OF THE COMMITTEE:
The role of Nomination and Remuneration Committee is as follows:
1) determining/recommending the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
2) determining/recommending the criteria for qualifications, positive attributes and independence of Directors;
3) identifying candidates who are qualified to become Directors and who may be appointed in Senior Management and recommending to the Board their appointment and removal;
4) reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc;
5) reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;
6) determining policy on service contracts, notice period, severance fees for Directors and Senior Management;
7) evaluating performance of each Director and performance of the Board as a whole;
3. STAKE HOLDERS RELATIONSHIP COMMITTEE:
The Committee deals with various matters relating to the transmission of shares, issue of duplicate share certificates, approving the split and consolidation requests and other matters including Shareholder's Complaints and Grievance.
RISK MANAGEMENT COMMITTEE:
The Company has a well-defined risk management framework in place. The committee ensures that by following the regulatory norms, the company effectively manages the risks and has a focused Risk Management monitoring in place.
RELATED PARTY TRANSACTIONS:-
Disclosures on materially significant related party transactions i.e. transactions of the Company material in nature, with its Promoters, Directors, Management, their relatives etc. that may have potential conflict with the interest of the Company at large. None of the transaction with any of the related parties was in conflict with the interest of the Company.
MEANS OF COMMUNICATION:
(a) Quarterly results:
The Unaudited quarterly results are announced within 45 days from the end of the quarter, as stipulated under the listing agreement with the Bombay Stock Exchange Limited & Calcutta Stock Exchange Ltd.
(b) Newspapers wherein normally published: Yes
(c) Any Website, wherein displayed: Yes ( www.einsedutechltd.com
GENERAL SHAREHOLDER INFORMATION
(a) AGM date, time and venue:
Annual General Meeting will be held on Wednesday, the 30th September, 2015 at 12:30 P.M. at the Registered office of the Company - D-112, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (W), Mumbai - 400 053.
Copy of Notice of Annual Gereral Meeting and Annual Report are available on Company Website.
(b) Date of Book Closure: 24th September, 2015 to 29th September, 2015 (Both days Inclusive)
(c) Financial Year: 1st April to 31st March.
(d) Tentative Calendar for financial year 1st April, 2015 to 31st March , 2016:
The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2016 are as follows:
Financial Result for the Quarter Ended 30th June, 2015 : 14th August, 2015
Financial Result for the Quarter and half year Ended 30th Sebtember, 2015 : 14th November, 2015
Financial Result for the Quarter Ended 31st December, 2015 : 14th February, 2016
Financial Result for the Quarter and year Ended 31st March, 2015 : 30th May, 2016
e) Stock Exchanges where securities are listed.
The Company's securities are listed at:
1. Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
2. Calcutta Stock Exchange Ltd.
7, Lyons Range, Kolkata - 700001
(f) Stock code: 511064
(g) ISIN: INE099M01027
(h) Corporate Identity Number : L17122MH1996PLC100018
Registrar and Transfer Agent:
M/s Sharepro Services (India) Pvt. Ltd. 13 AB Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai - 400 072. Tel.: 91-22-67720 300/400 Email: firstname.lastname@example.org
j) Share Transfer Systems
The Shares received for transfer in physical mode are registered and returned within a period of 15 Days from the date of receipts if the documents are clear in all respect.
(k) Dematerialization of shares and liquidity: 143639500 shares (99.88%)
(l) Investor Correspondence:
For any assistance regarding share transfers, transmission, change of address, non-receipt of annual report and any other query relating to the shares of the Company. Please write to M/s Sharepro Services (India) Pvt. Ltd., 13 AB Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai - 400 072
(m) Outstanding ADRs / GDRs:
The company has not issued any ADRs / GDRs.
(n) Distribution of Shareholding and Shareholding Pattern as on 31st March, 2015
o) Address for correspondence:
The Company's Registered Office is situated at -
APLAYA CREATIONS LIMITED D-112, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (w), Mumbai - 400 053.
Any Correspondence by the shareholders should be addressed either to Registered Office at above address or Registrar/Share Transfer Agents.
FOR AND ON BEHALF OF THE BOARD,
APLAYA CREATIONS LIMITED
Sd/- Ramawtar Gupta
(DIN : 06365578)
DATE : 12/08/2015