CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given below:
1. Company's Philosophy:
The Company's philosophy of corporate governance stems out from its belief that timely disclosure, transparent accounting policies and a strong and independent Board go a long way in preserving shareholders trust while maximizing long term corporate values.
Keeping in view the Company's size and complexity in operations, the Company's corporate governance framework is based on the following main principles:
a) Appropriate composition and size of the Board with each Director bringing in key expertise in different areas.
b) Timely and accurate disclosure of all material operational and financial information to the stakeholders.
The Securities and Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement with the stock exchanges regulates corporate governance for listed companies. Asahi Infrastructure and Projects Limited are in compliance with Clause 49.
2. Board of Directors:
The Board of Directors of the Company as on 31st March, 2015 comprises of 5 (Five) Directors out of which one is Chairman cum Managing Director, one is Whole Time Director and the remaining Three directors are Non- Executive Independent Directors. There is no Nominee or Institutional Directors in the Company.
None of the Directors have pecuniary or business relationship with the Company other than as mentioned elsewhere in the Annual Report. No Director of the Company is either member in more than ten committees and/or Chairman of more than five committees across all Companies in which he/ she is a director.
Non- Executive Directors:
As per revised code of Corporate Governance, the Composition of the Board should be as such that the Board of Directors of the Company shall have an optimum combination of executive and non-executive directors with not less than fifty percent of the Board of Directors comprising of Non-Executive Directors. The composition of the Board is in compliance with Clause 49 of the Listing Agreement.
During the year 6 Board Meetings were held i.e. on 14/05/2014, 14/08/2014, 31/08/2014, 14/11/2014, 14/02/2015 and 08/03/2015. The time gap between any two consecutive meetings was not more than 4 months. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes.
Code of conduct for Directors and Senior Management:
Code of conduct as applicable to the Directors and the members of the senior management had been approved by the Board and it is being duly abided by all of them. The Annual Report of the Company contains declaration to this effect from the Chairman and CEO.
3. Audit Committee:
Pursuant to the provisions of clause 49 of the Listing Agreement, an Audit Committee shall have minimum three directors as members; two-thirds of the members of the audit committee shall be independent directors. The committee met 4 (Four) times during the year under review on 14/05/2014, 02/08/2014, 14/11/2014 and 14/02/2015.
Brief terms of reference of the Audit Committee are as follows:
> Approving and implementing the Audit process and techniques.
> Reviewing audit reports of statutory auditors with auditors and management.
> Reviewing financial reporting systems, internal control systems and control procedures.
> Ensuring compliance with regulatory guidelines.
> Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
> Recommending to the Board, the appointment, re-appointment and, if required the replacement or removal of the statutory auditor and fixation of audit fees.
> Appointment of statutory auditor and fixing their remuneration.
> Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
> Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
> Reviewing with the management, performance of statutory auditors and adequacy of the internal control systems.
> Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
> Disclosure of Related Party Disclosures.
> Reviewing accounting treatment and confirmation of the fact that financial statement is giving true and fair view.
4. Remuneration Committee
As on date of report the Remuneration Committee comprises of 3 Independent Non Executive Directors. Asahi Infrastructure & Project Limited remuneration policy is based on 3 factors, pay for responsibility, pay for performance and potential and pay for growth.
The Company's Remuneration Committee is vested with all necessary powers and authority to ensure appropriate disclosure on the remuneration of Managing Director & Whole-Time Directors and to deal with all the elements of remuneration package of all such Directors.
The terms of reference of the Remuneration Committee are to recommend to the Board, salary (including annual increments, rents), perquisites and allowances, performance linked remuneration, if any, commission to be paid to the company's Executive/Whole time Director (ED/WTD) and to finalize the perquisites and allowances package within the overall ceiling fixed by the Board.
The Remuneration committee met once during the year on 08/03/2015.
Disclosure on Remuneration of Directors
1. All elements of remuneration package of individual Directors summarized under major groups, such as salary benefits, bonuses, stock option, pension etc. - All these managerial persons are drawing only remuneration, the details of the same are mentioned elsewhere in this report in detail.
2. Details of fixed component and performance linked incentives, along with the performance criteria - NIL
3. Service contracts, notice period, severance fees - NIL
4. Stock option details, if any - and whether issued at a discount as well as the period over which accrued and over which exercisable - NIL
5. Details of remuneration paid to Directors for the year ended 31st March, 2015.
6. Shareholders'/Investors' Grievance Committee
The Shareholder'/Investors' Grievance Committee has been constituted. The committee consists of three Non Ex. & Independent Directors. The Committee was chaired by Mr. Venkatarao Karri. The committee looks into the shareholder and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters.
The Company received 2 complaints from the shareholders during the year, out of which none remained pending at the end of the year.
Name, designation & address of Compliance Officer: Mr. Venkatrao S. Karri, Compliance Officer,
S-21, Ganga Nagar, Washim Bye Pass Road,
Akola - 444 002.
Email: email@example.com firstname.lastname@example.org
During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no other related party transactions with the promoters, directors, the management or their subsidiaries or relatives that may have potential conflict with the interest of the Company at large.
There were no instances of non-compliance on matter related to the capital market. The Company has complied with all the mandatory provisions of corporate governance. From non-mandatory item, the Company has not adopted the Whistle Blower Policy but is in the process of adopting the same.
8. Means of Communication:
The Company's registered office is situated at Akola and the quarterly/ yearly results are normally sent to the Stock Exchange after approval of the Board. Also, the quarterly and yearly results are generally published in the Indian Express and Loksatta (Marathi). The Company is having its own website i.e. www.asahiinfra.com and the un-audited results of the Company are published on the same.
No presentation was made during the year either to the Institutional Investors or to the analysts.
Management Discussion and Analysis Report is attached herewith forming part of the Annual Report.
9. General Shareholders Information:
i. The 27th Annual General Meeting is scheduled to be held on Tuesday, 30th September, 2015 at 12.30 p.m. at
THE VIDHARBH CHAMBER OF COMMERCE AND INDUSTRIES
ii. The financial year of the Company is from April to March.
The financial calendar is as per following.
Mailing of Annual Reports First week of September 2015
Annual General Meeting 30th September 2015
Payment of Dividend N.A.
First quarter results(30th June) Mid of August
Second quarter results (30th September) Mid of November
Third quarter results (31st December) Mid of February
Fourth quarter / Annual Results Last Week of May
iii. Book Closure dates are from Wednesday, 23nd September, 2015 to Wednesday, 30th September, 2015 (both days inclusive).
iv. The Company's shares are listed at Bombay Stock Exchange Limited. Global Depository Receipts (GDRs) issued by the Company in 2009 in the International Market have been listed on the Luxembourg Stock Exchange.
v. Stock Code :
Demat - ISIN No. of NSDL & CDSL: INE 933C01036 Luxembourg Stock Exchange: ISIN - US0433961002
vi. Registrar and Share Transfer Agent:
The name and the address of Company's Registrar and Share Transfer Agent are as follows:
Purva Sharegistry (India) Private Limited
9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp. Kasturba Hospital Lane Lower Parel (East), Mumbai - 400 011.
Tel No.: 91-22-2301 6761/8261 Fax No.: 91-22-2301 2517
Email ID: email@example.com
vii. Share Transfer System:
After consideration by the Shareholders/ Investors Grievance Committee, the Share transfer in physical form are registered and returned within a period of 30 days from the date of receipt in case the documents are complete in all respects. The particulars of movement of shares in the dematerialized mode are also placed before the Shareholders/ Investors Grievance Committee. The shares in dematerialized form are normally processed and transferred within 21 days from receipt of dematerialization requests.
viii. Dematerialization of Shareholding:
The Company's shares were dematerialized w.e.f. 03rd April, 2001 vide a Tripartite agreement executed between NSDL, CDSL and the Company as on 31st March, 2015 3,36,82,537 Equity Shares representing 96.02% were held in Demat Form & the balance 13,97,063 Equity Shares Representing 3.98% were in physical form.
ix. Plant Locations:
The Company executes infrastructure projects and do not have manufacturing plants as such.
x. Address for Correspondence:
Shareholders of the Company can send correspondence at Company's registered office of the Company situated at following address:
S-21, Ganga Nagar, Washim Bye Pass Road, Akola - 444 002. Maharashtra.