1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
The Company's philosophy on Corporate Governance has been developed with a tradition of fair and transparent governance. Transparency, integrity professionalism and accountability based values form the basis of the Company's philosophy for Corporate Governance. The Apollo Finvest (India) Limited (AFIL) believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations. The company has fulfilled all the existing guidelines under clause 49 of the listing agreement. The Company believes that all its operations and actions must ultimately enhance overall benefits over a sustained period of time.
2. BOARD OF DIRECTORS:
During the year 2014-2015. Mr. Sajjan Kanodia. was liable to retire by rotation at the Annual General Meeting. However, he did not seek his reappointment and therefore he ceased to be a director from 30th September 2014. Ms. Hemlata Poddar resigned from the Directorship of the Company due to her preoccupation and her resignation was accepted at Board Meeting held on 30th September 2014.
a) Number of Board Meetings & Directors' attendance record:
During the year ended March 31, 2015, 5 Board Meetings were held on 26,t,June, 2014, 241h July 2014, 30th September 2014,11fl1 November, 2014, & 4'* February, 2015.
b) Code of Conduct
The Company has framed a code of conduct for the members of the Board of Directors and Senior Management personnel of the Company. A certificate from the Managing Director affirming compliance of the said Code by the Board Members and Senior Management personnel is annexed separately to this report.
3. COMMITTEES OF THE BOARD:
a) Audit Committee
As required under Section 177 of the Companies Act, 2013 read with the provisions of the Clause 49 of Listing Agreement, the Board has constituted Audit Committee.
The Audit Committee comprises of Directors namely Mr. Bhavik A. Chokshi (Independent Director and Chairman), Preeti Jain (Independent Director and Member) and Umanath R, Agarwal (Executive Director and Member). All the recommendations made by the Audit Committee were accepted by the Board.
All the members of the Committee are financially literate. The Composition of the Audit Committee meets the requirements of Clause 49 of the Listing Agreement and other relevant, statutory/regulatory provisions.
During the year 2014-2015. Mr. Sajjan Kanodia, was liable to retire by rotation at the Annua! General Meeting. However, he did not seek his reappointment and therefore he ceased to be a director from 30lh September 2014. Ms. Hemlata Poddar resigned from the Directorship of the Company due to her preoccupation and her resignation was accepted at Board Meeting held on 30'" September 2014.
b) Stakeholders Grievance Committee:
The Committee oversees the performance of the Company's Registrar & Share Transfer Agents, M/s. Link Intime Spectrum Registry Limited and recommends the measures for overall improvement of the quality of Investor Services. In order to expedite the process of Share Transfer, the Board has delegated the power of Share Transfer to the Registrar and Share Transfer Agents and Share Transfer formalities are approved by them on a fortnightly basis.
The Stakeholders Grievance Committee comprises of Directors namefy Ms. Preeti Jain (Independent Direrctor and Chairman), Mr. Bhavik A. Chokshi (Independent Director and Member) and Mr. Umanath R. Agarwal (Executive Director and Member). All the recommendations made by the Stakeholders Grievance Committee were accepted by the Board.
During the year ended March 31, 2015, 4 (Four) Stakeholders Grievance Committee Meetings were held on 26tn June, 24"1 July 2014, 11th November, 2014, & 4'" February, 2015.
During the year 3 shareholders' complaints were received. As on 31sl March 2015, no complain remained to be resolved. There were no share transfers pending for registration for more than 30 days.
c) Remuneration & Nomination Committee and Policy:
The broad terms of reference of the Nomination & Remuneration Committee is to formulate the criteria for determining qualifications, positive attributes and independence of a director and to ensure that the remuneration practices of the Company in respect of the Senior Executives including the Executive Directors are competitive keeping in view prevalent compensation packages so as to recruit and retain suitable individual(s) in such capacity.
Remuneration paid to the Managing Director and Whole Time Director of the Company are recommended by the Remuneration Committee, approved by the Board and is within the limits set by the shareholders at the General Meetings,
The Nomination and Remuneration Committee comprises of Directors namely Ms. Preeti Jain (Independent Direrctor and Chairman), Mr. Bhavik A. Chokshi (Independent Director and Member) and Mrs. Anju R. Innani (Managing Director and Member). All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board. The Company is taking steps to appoint a Non Executive Director so as to duly comply with the constitution of Nomination and Remuneration Committee
During the Financial Year, the Remuneration Committee Meetings were held 2 (two) times on 26!h June, 2014, and 4lh February, 2015 during the year. The attendance record of members is given in the table hereunder:
During the year 2014-2015, Mr, Sajjan Kanodia, was liable to retire by rotation at the Annual General Meeling, However, he did not seek his reappointment and therefore he ceased to be a director from 30th September 2014. Ms. Hemlata Poddar resigned from the Directorship of the Company due to her preoccupation and her resignation was accepted at Board Meeting held on 30th September 2014.
The Board has adopted a policy refating to the remuneration for the directors, key managerial personnel and other employees and also formulated criteria for determining qualifications, positive attributes and independence of a director.
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 finance, taxation, law, governance, managing technology 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.
The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
i. Qualification, expertise and experience of the Directors in their respective fields:
ii. Persona), Professional or business standing;
iii. Diversity of the Board.
In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
Remuneration for Non Executive Directors:
The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings.
A Non Executive Director shall be entitled to receive sitting fees for the Board meetings attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act. 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Remuneration for the Managing Director:
At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Committee and the Board of Directors) and the Managing Director within the overall limits prescribed under the Companies Act, 2013.
The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
The remuneration of the Managing Director comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retirement benefits.
Independent Directors Meeting:
During the year under review, the Independent Directors met on 7lh January, 2015, inter alia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;
2. Evaluation of the performance of the Managing Director of the Company, taking into account the views of the Executive and Non Executive Directors.
3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the independent Directors were present at the meeting.
a) Means Of Communication:
The quarterly results of the Company are published in two newspapers in compliance with the provisions of Clause 41 of the listing agreement. Generally, the same are published in Free Press Journal (English language) and Navshakti (Marathi language). As the results of the Company are published in the newspapers, half-yearly reports are not sent to shareholders. The quarterly results as well as the proceedings of the Annual General Meeting are submitted to the Bombay Stock Exchange, immediately after the conclusion of the respective meetings. No presentations were made to the institutional investors or to analysts during the year under review.
b) Registrar and Share Transfer Agents: Link Intime India Private Limited:
C-13, Pannalal Silk Mills Compound, L.B.S, Marg, Bhandup (West), Mumbai-400 078. Tel. No.: 022-2596 3838, 2596 0320, Fax No.: 022-2594 6969
c) Share Transfer System:
Shares sent for physical transfer are generally registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respects. The total number of shares transferred in physical form during the year 2014-15 was 31,800 shares.
e) Postal Ballot:
For the year ended March 31,2015 there have been no ordinary or special resolutions passed by the Company's Shareholders through postal ballot.
Related Party Transactions:
In terms of Accounting Standard AS-18, details of Related Party Transactions during the year have been set out under item No. 5 of Note -U annexed to the Balance Sheet and Profit and Loss Account. However, these are not having any potential conflict with the interest of the Company at large.
Compliance by the Company:
There is no non compliance by the Company or any penalties, structures imposed by the Stock Exchange, SEBI or any other statutory authority on any matter related to capital markets, during the last three years.
Whistle Blower Policy and Access of personnel to the Audit Committee:
The Company has not established the non-mandatory requirement of Whistle Blower Policy. However, the Company's personnel have access to the Chairman of the Audit Committee in cases which concerns about unethical behavior, frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee.
Compliance with the Mandatory requirements and Implementation of the Non-mandatory requirements:
The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement. The Company has not implemented the non-mandatory requirements.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report is attached as Annexure "E".
7. CERTIFICATE ON CORPORATE GOVERNANCE:
As required by Clause 49 of the Listing Agreement, a certificate issued by Shankarlal Jain & Associates, Chartered Accountant, regarding compliance of conditions of Corporate Governance is given as an annexure to the Directors' Report.
8. CEO CERTIFICATION:
The Managing Director Smt. Anju R. Innani has furnished the requisite certificate to the Board of Directors pursuant to Clause 49 of the Listing Agreement.
9. GENERAL SHAREHOLDERS' INFORMATION:
Date, time and venue of Annual Genera! Meeting of Shareholders
Date: 29lh September 2015 ,
Time : 11:30 AM
Venue : Harmony Hall, The Unicontinental Hotel, 3rd Road, Near Khar Railway Station, Khar (West), Mumbai -400 052.
Financial Calendar (tentative) Results for quarter ended:-
Financial Year: April 01 to March 31 for the financial year 2015-16
30th June, 2015 By 15th August, 2015
30th September, 2015 By 15th November, 2015
31st December, 2015 By 15th February, 2016
31st March, 2016 By JOlh May. 2016
b) Details of book closures
Dates of book closures
23[d September. 2015 to 29111 September, 2015
Listing on stock exchanges
The Bombay stock Exchange
Stock Exchange Code
Demat ISIN No. in NSDL & CDSL
Listing fees: Yes, Paid Annual Listing fees to BSE
f) Dematerialization of shares and liquidity:
The Company has established required connectivity with Central Depository Services (India) Limited and National Securities Depository Limited and the same are available in electronic segment under ISIN No. INE412D01013. 31,82.811 Equity Shares representing 85.07% had been dematen'aiized as on 31s' March, 2015.
g) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on Equity:
There is no GDR/ADFVWarrant or any Convertible Instruments pending conversion or any other instrument likely to impact the equity share capital of the Company.
h) Address for Correspondence:
LINK INTIME INDIA PRIVATE LIMITED,
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (West), Mumbai-400 078,
Tel. No.; 022- 2596 3838, 2596 0320, Fax No.: 022- 2594 6969