REPORT ON CORPORATE GOVERNANCE
Your Company has complied with all material aspects of the Corporate Governance Code as per Clause 49 of the Listing Agreement with the Stock Exchange. A Report on the Corporate Governance compliance is furnished below:
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
Good Corporate Governance helps enhancement of long term shareholders value and interest of other stakeholders. This is achieved through increased awareness for responsibility, transparency and professionalism and focus on effective control and management of the organization. The Board of Directors of the Company is committed to the consistent adherence to the corporate governance code and constant review of the Board processes, practices and the Management Systems to maintain a greater degree of responsibility and accountability.
2. BOARD OF DIRECTORS:
The strength of Board of Directors is 6 (Six). Whose composition and category is given below:
(B) BOARD PROCEDURE:
The Board of the Company met 11 (Eleven) times during the year-ended 31.03.2014. Notice and Agenda were circulated in advance of each meeting of the Board of Directors. The Chairman briefed the Board at every meeting on the overall performance of the Company. The Board mainly deliberated on the following subjects:
• Strategy and Business Plans
• Operations and Capital Expenditures
• Finance and Banking operations
• Adoption of Quarterly/Half yearly/ Annual Results
• Compliance with Statutory/ Regulatory requirements and review of major Legal Issues
• Significant Labour Issues
(C) ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING:
During the year ended March 31, 2014, eleven Board Meetings were held on April 13, 2013; April 24, 2013; May 30, 2013; June 11, 2013; July 30, 2013; October 09, 2013; October 30, 2013; December 17, 2013; December 30, 2013; January 23, 2014 and March 28, 2014, Annual General Meeting during the year was held on July 27, 2013.
(D) DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT:
(a) The brief particulars of the Directors of the company, being re-appointed as Directors retiring by rotation and new appointment of director at the ensuing Annual General Meeting are as under:
(i) Rajesh Poddar (DIN : 00164011) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Rajesh Poddar, 45 years old has more than 21 years of experience in Textile Industry. His continuation on the Board will be an asset to the Company.
(b) The brief particulars of the Independent Directors of the company, being re-appointed as Independent Directors retiring by rotation and new appointment of director at the ensuing Annual General Meeting are as under
(i) Mr. Sanjiv Rungta (DIN : 00381643) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment as Independent Director for a term of 5 years.
Mr. Sanjiv Rungta, 51 years old is B.Com by qualification. He is having more than 25 years of experience in Financial Accounting. He will be an asset to the Company.
(ii) Mr. Nirmal Jain (DIN : 00894735) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment as Independent Director for a term of 5 years.
Mr. Nirmal Jain, 55 years old is having more than 35 years of business experience. He will be an asset to the Company.
(iii) Mr. Piyush Shah (DIN : 02333557) is reappointment as an Independent Director for a term of 5 years at the ensuing Annual General Meeting.
Mr. Piyush Shah, 39 years old is having more than 21 years of business experience. His continuation on the Board will be an asset to the Company
3. COMMITTEES OF THE BOARD:
The Board of Directors has Constituted Three committees of the Board (i) The Audit Committee (ii) Remuneration Committee and (iii) The Share Transfer and Investors Grievance Redressal Committee.
(i) AUDIT COMMITTEE:
The Committee's powers, role and functions are as stipulated in Clause 49 of the Listing Agreement and under Section 292A of the Companies Act, 1956.
The Audit Committee consists of 2 (Two) Independent Directors and 1 (one) Non-Executive Director. Mr. Sanjiv Rungta is the Chairman of the Committee. The members of the committee have requisite experience in corporate management, finance, Accounts and corporate laws. The Audit committee held four meetings during the year and there was no time gap of more than four months between any two meetings.
The Audit Committee consists of:
1. Mr. Sanjiv Rungta - Chairman
2. Mr. Piyush Shah - Member
3. Mr. Rajesh Poddar - Member
(ii) REMUNERATION COMMITTEE:
-- To review, assess and recommend the appointment of Managing/
whole-time directors. -- To periodically review the remuneration package of Managing/ whole-time directors and next level and recommend suitable revision to the Board.
-- To seek financial position of the Company
-- Trends in the Industry.
-- Interest of the company and shareholders.
The Remuneration Committee shall determine on behalf of the Board and on behalf of the shareholders, specific remuneration packages for Managing Director and whole time director.
The Remuneration Committee consists of 2 (Two) Independent Directors and 1 (One) Non Executive Director. Mr. Sanjiv Rungta is appointed Chairman of the Committee.
The constitution of the present Remuneration Committee is as follows:
1. Mr. Sanjiv Rungta - Chairman
2. Mr. Piyush Shah - Member
3. Mr. Rajesh Poddar - Member
(iii) INVESTORS AND SHAREHOLDERS GRIEVANCE AND SHARE TRANSFER COMMITTEE:
The Investors Grievance & Share Transfer Committee of the Board look into various issues relating to investors grievances and deal with matters relating to transfer/transmissions of shares and monitoring redressal of complaints from shareholders relating to transfer, non-receipt of balance sheet, non-receipt of dividend declared, issue of duplicate share certificates etc.
Solid, Consistent Growth By Design
The present constitution of The Committee is as follows:
1) Mr. Piyush Shah - Chairman
2) Mr. Sanjiv Rungta - Member
3) Mr. Dinesh Poddar - Member
The Company's shares are compulsory traded in the dematerialized form and have to be delivered in the dematerialized form at Stock Exchanges. To expedite transfer in the physical segment, Mr. N.T Hegde, CEO, is acting as Compliance Officer.
All the complaints received are replied to the satisfaction of the shareholders. There are no pending complaints requiring intervention of the committee.
The Company has not entered into any transaction of a material nature which will have a conflict with its interest during the year.
The disclosure of related party transactions as required by the accounting standard (AS) 18 on 'Related Party disclosures' issued by the Institute of Chartered Accountants of India (ICAI) is given under note no. 19 of notes on the annual accounts. All the transactions covered under related party transactions were fair, transparent and at arms length.
There was no material non-compliance by the Company and no penalties or strictures imposed on the Company by the stock exchanges, SEBI or statutory authorities on any matter related to Capital Markets during last three years.
6. MEANS OF COMMUNICATION:
The quarterly, half yearly and annual results are communicated to the Bombay Stock Exchange where the Company's shares are listed as soon as the same are approved and taken on record by the Board of Directors of the Company. Further the results are published in widely circulating national and local dailies. The quarterly & half-yearly results are not sent individually to the shareholders but are uploaded on the Company's website www.ashirwadcapital.in
7. GENERAL SHAREHOLDERS INFORMATION:
a. Registered Office
303 Tantia Jogani Industrial Estate J R Boricha Marg, Lower Parel Mumbai - 400011
b. Annual General Meeting
Date and time Venue:
July 26, 2014 at 10.30 a.m. SACHIVALAYA GYMKHANA, 6, General Jagannathrao Bhosale Marg, Opp. Mantralaya, Mumbai - 400 032.
c. Financial Calendar (2014-15)
i) First Quarter ended June 30, 2014 : July 2014
ii) Half Yearly / Second Quarter ended September 30, 2014 : October, 2014
iii) Third Quarter / Nine Months endedDecember 31, 2014 : January, 2015
iv) Yearly Audited / Fourth Quarterended March 31, 2015 : May, 2015
d. Date of Book Closure:
Saturday, July 19, 2014 to Saturday, July 26, 2014 (Both days inclusive)
e. Dividend payment date
Within 30 days of AGM; if approved by the Shareholders of the Company.
f. Listing at stock Exchanges :
BSE Limited, Mumbai
g. Stock Code
BSE Code : 512247 NSDL/CDSL-ISIN: INE 894A01026
h. Share Transfer System:
Trading in Equity Shares of the Company is permitted only in dematerialized form as per notification issued by the Securities and Exchange Board of India (SEBI). Big Shares Services Private Limited handles both Demat and Physical Shares Transfers.
The shareholders / Investors Grievance Committee meets periodically to consider the transfer and other proposals and attend to shareholders grievances.
i. REGISTRAR AND SHARE TRANSFER AGENT
Bigshare Services Private Limited E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072. Phone No.: 022-40430200.
j. COMPLIANCE OFFICER
Mr. Nagabhushan Hegde, 303, Tantia Jogani Industrial Estate, J. R. Boricha Marge, Lower Parel, Mumbai - 400 011. Phone No.: 022-43443555.