CORPORATE GOVERNANCE REPORT
Report for the financial year ended March 31, 2015 on the compliance by the Company with the Corporate Governance requirements under Clause 49 of the Listing Agreement, is furnished below.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The corporate governance policies followed by ASIS Logistics Ltd are intended to ensure transparency in all dealings. The Company recognizes the importance of strong corporate governance which is an important mechanism of investor protection.
The Board of Directors of the Company acts as a trustee and assumes fiduciary responsibility of protecting the interest of the shareholders and other stakeholders of the Company. The Board supports the broad principles of Corporate Governance. In order to attain highest level of corporate governance practice, Board lays strong emphasis on transparency, accountability and integrity. The Company believes that its systems and actions should be devoted for enhancing corporate performance and maximizing shareholders value in the long term.
2. GOVERNANCE FRAMEWORK
Your Company's Governance structure consists of Board of Directors, its Committees and the Management. Board Structure:
Board Leadership: Your Company has a well-balanced Board of Directors comprise individuals who are reputed in respective fields of finance, business and management. From time to time, members of the Board receive recognition from the Government, industry bodies and business associations. Out of 6 members on the Board, 3 are Independent Directors who are well known for their wealth of experience, high standards of governance and independence. 4 out of 6 members are Non-Executive Director. The Whole time director is responsible for the overall management of the affairs of the Company under the supervision of the Board of Directors. The Board over the period of years, has created a culture of leadership to provide long term vision and policy approach to improve performance and quality of governance in your Company. It has played a primary role in providing strategic direction to the management coupled with giving responsibility and accountability to deliver value with highest level of transparency and integrity.
Board Committees: Committees have been constituted by the Board with specific terms of reference and have an optimum representation of Board members. These Committee members meet at such frequency as is necessary to address the responsibilities and tasks assigned to them. Presently there are Three (3) Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
3. BOARD OF DIRECTORS
The composition of the Board is in conformity with Clause 49 of the Listing Agreement as well as the Companies Act, 2013. The Company has a Non-Executive Chairman and an optimum representation of Independent Directors on the Board of Directors of the Company. The Board does not have any Nominee Director representing any institution.
As required under Section 149(3) of the Companies Act, 2013, Mrs. Alka Dayal, a Women Director, has been appointed as an Executive Director on the Board.
The Independent Directors have submitted declarations that they meet the criteria of Independence as per the provisions of the Companies Act, 2013 and the Listing Agreement; a statement in this regard forms part of the Board's Report. Further, the Independent Directors have confirmed that they do not hold directorship in mo re than seven listed companies. Your Company had also issued formal appointment letters to all the Independent Directors in the manner provided under the Companies Act, 2013 and Clause 49 of the Listing Agreement.
No. of Board Meetings:
During the financial year ended March 31, 2015, Nine (9) meetings of the Board of Directors were held and the maximum time gap between two (2) meetings did not exceed one hundred and twenty days. The dates of the Board meetings are given in Point No. 9 of the Directors Report.
All the Directors have informed the Company periodically about their Directorship and Membership on the Board/Committees of the Board of other companies. As per the disclosures received, none of the Directors of the Company hold membership in more than 10 committees or act as the Chairman of more than five committees across all companies in which he/she is a director.
The Board periodically reviews the items required to be placed before it and in particular reviews and approves quarterly/half yearly unaudited financial statements and the audited annual financial statements, corporate strategies, business plans, annual budgets, projects and capital expenditure. It monitors overall operating performance, progress of major projects and reviews such other items which require Board's attention. It directs and guides the activities of the Management towards the set goals and seeks accountability. It also sets standards of corporate behaviour, ensures transparency in corporate dealings and compliance with laws and regulations. The Agenda for the Board Meeting covers items set out as guidelines in Clause 49 of the Listing Agreement to the extent these are relevant and applicable. All agenda items are supported by relevant information, documents and presentations to enable the Board to take informed decisions.
The Companies Act, 2013 read with the relevant rules issued thereunder, now facilitate conducting meetings of Board and its Committees through permitted audio-visual means or videoconferencing. Accordingly, during the year, the Board members were, in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014, provided with an option to participate at Board Meetings through video conferencing mode except in respect of those meetings wherein transactions are not permitted to be carried out by way of video-conferencing. The proceedings of each meetings of the Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014.
Your Company has put in place a structured induction and familiarisation programme for all its Directors including the Independent Directors. The Company through such programme familiarizes not only the Independent Directors but any new appointee on the Board, with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, operations of the Company, etc. They are also informed of the important policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel and the Code of Conduct to Regulate, Monitor and Report Trading by Insiders, etc.
Independent Directors' Meeting:
During the year under review, the Independent Directors met on March 26, 2015, interalia, to discuss:
1. Evaluation of performance of Non-Independent Directors of the Company and the Board as whole
2. Evaluation of Performance of the Chairperson of the Company; taking into account the views of executive directors and non-executive directors;
3. Evaluation of the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties
All the Independent Directors were present for this Meeting.
Evaluation of Board Effectiveness:
In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended March 31, 2015. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.
4. COMMITTEES OF THE BOARD
The Committees constituted by the Board play a very important role in the governance structure of the Company. The terms of reference of these Committees are approved by the Board in the meeting held on August 14, 2014 and are in line with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement. The minutes of Committee meetings are tabled at the Board meetings and the Chairperson of each Committee briefs the members of the Board on the important deliberations and decisions of the respective Committees. The minutes of the proceedings of the Committee Meetings are captured in the same manner as the Board Meetings and in accordance with the provisions of the Companies Act, 2013. Currently, there are three (3) Committees of the Board, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
A. Audit Committee
The Audit Committee has played an important role in ensuring the financial integrity of the Company. The Audit Committee's role includes oversight of the financial reporting process, the audit process, the adequacy of internal controls, transactions with related parties and compliance with applicable laws and regulations.
The composition of the Audit Committee is in line with provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The members of the Audit Committee are financially literate and have requisite experience in financial management. The Committee invites the CFO & Company Secretary, Vice President - Finance, Statutory Auditor and Chief Internal Auditor to attend its meetings. The Audit Committee meets the Statutory Auditor and the Chief Internal Auditor independently without the management at least once in a year.
Mr. Birendra Kumar Nath, Company Secretary, acts as Secretary to the Committee.
The composition of the Audit Committee of the Board of Directors of the Company along with the details of the meetings held and attended during the financial year ended March 31, 2015 are detailed below:
The dates of the Audit Committee meetings are as: November 14, 2014, February 14, 2015
The Chairman of the Audit Committee was present at the last AGM held on September 19, 2014.
The scope of activities and terms of reference of the Audit Committee is governed by a Charter which is in line with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The role of the Audit Committee, inter alia, includes the following:
1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
2. Reviewing with the management the quarterly, half-yearly, nine-monthly and annual financial statements, standalone as well as consolidated, before submission to the Board for approval;
3. Reviewing the Management Discussion and Analysis of the financial condition and results of operations;
4. Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report as per Section 134(3) (c) of the Companies Act, 2013;
b. Changes in the accounting policies and practices and the reasons for the same, major accounting entries involving estimates based on the exercise of judgment by management and significant adjustments made in the financial statements arising out of audit findings;
c. Compliance with listing and other legal requirements relating to financial statements;
d. Disclosure of any Related Party Transactions (RPTs); and
e. Qualifications in the draft audit report, if any.
5. Review the investments made by the Company.
Internal Controls and Governance Processes
1. Review the adequacy and effectiveness of the Company's system and internal controls.
2. Review and discuss with the Management the Company's major financial risk exposures and steps taken by the Management to monitor and control such exposure.
3. To oversee and review the functioning of a vigil mechanism and to review the findings of investigation into cases of material nature and the actions taken in respect thereof.
4. Review and approve policy formulated for determination of material subsidiaries;
5. Review and approve policy on materiality of related party transactions and also dealing with related party transactions;
1. Review the scope of the Statutory Auditors, the annual audit plan and the Internal Audit Plan with a view to ensure adequate coverage.
2. Review the significant audit findings from the statutory and internal audits carried out, the recommendations and Management's response thereto.
3. Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors considering their independence and effectiveness and their replacement and removal.
4. Approve such additional services to be rendered by the Statutory Auditors except those enumerated in Section 144 of the Companies Act, 2013 and payment for such services.
5. To recommend to the Board the remuneration of the Statutory Auditors.
6. To discuss with the Statutory Auditors/Chief Internal Auditors any significant difficulties encountered during the course of the Audit.
1. To approve the appointment, removal and terms of remuneration of the Chief Internal Auditor and to approve the appointment of the Chief Financial Officer.
2. To grant omnibus approval for related party transactions which are in the ordinary course of business and on an arm's length pricing basis and to review and approve such transactions subject to the approval of the Board.
B. Nomination & Remuneration Committee
The Nomination and Remuneration Committee broadly plays a dual role of determining the composition of the Board based on need and requirements of the Company from time to time and determines the overall compensation framework and policy for Directors, senior management and employees. The Committee further reviews that the human resource practices of the Company are effective in maintaining and retaining a competent workforce.
During the financial year 2014-15, in compliance with Section 178 of the Companies Act, 2013 read with Companies (Meetings of the Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, "Nomination and Remuneration Committee" of the Board of Directors of the Company was formed after merging and re-constituting the erstwhile Nomination Committee and Remuneration Committee.
The composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Committee met One (1) time during the financial year ended March 31, 2015 on November 14, 2014. All the members were present at the aforesaid Committee meetings.
Mr. Birendra Kumar Nath, Company Secretary, acts as Secretary to the Committee.
The Chairman of Nomination and Remuneration Committee was present at the Annual General Meeting of the Company held September 19, 2014.
Remuneration to Director:
Remuneration paid to the Director is recommended by the Nomination & Remuneration Committee, approved by the Board and is subject to the overall limits as approved by the shareholders.
Details of remuneration paid / payable to the Director for the year ended March 31, 2015 are given:
The Nomination and Remuneration Committee is empowered, pursuant to its terms of reference, inter alia, to:
1. Identify persons who are qualified to become directors and persons who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
2. Carry on the evaluation of every Director's performance;
3. Formulate criteria for determining qualifications, positive attributes and independence of a Director;
4. Recommend to the Board a policy, relating to the remuneration of the directors, Key Managerial Personnel and other employees;
5. Formulate criteria for evaluation of Independent Directors and the Board;
6. Devise a policy on Board Diversity; and
7. Undertake any other matters as the Board may decide from time to time.
In accordance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on March 12, 2015 formulated the Nomination and Remuneration Policy of the Company on the recommendations of the Nomination and Remuneration Committee.
Nomination and Remuneration Policy of the Company:
In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:
1. Formulate the criteria for appointment as a Director: The Committee shall formulate criteria, and review them on an ongoing basis, for determining qualifications, skills, expertise, qualities, positive attributes required to be a Director of the Company.
2. Identify persons who are qualified to be Directors: The Committee shall identify persons who are qualified to become Directors and who satisfy the criteria laid down. The process of identification shall include ascertaining, meeting, screening and reviewing candidates for appointment as Directors, whether Independent, Non-Executive or Executive.
3. Nominate candidates for Directorships subject to the approval of Board: The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or Independent Director or Executive Director, as the case may be.
4. Approve the candidates required for senior management positions: The Committee shall lay down criteria including qualifications, skills, expertise and qualities required for senior management positions like CFO and Company Secretary and members of the Executive Council of the Company.
5. Evaluate the performance of the Board: The Committee shall determine a process for evaluating the performance of every Director, Committees of the Board and the Board. The Committee may seek the support and guidance of external experts and agencies for this purpose.
6. Evaluate the performance of the Whole-time Director and determine the Executive compensation: The Committee shall evaluate the performance of the Managing Director by setting his Key Performance Objectives at the beginning of each financial year. The Committee shall also approve his/her/their compensation package(s) in accordance with applicable laws, in line with the Company's objectives, shareholders' interests, comparable with industry standards and which shall have an adequate balance between fixed and variable component.
7. Review performance and compensation of senior management: The Committee shall review the performance of the senior management of the Company. The Committee shall ensure that the remuneration to the Key Managerial Persons and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
8. Recommend to the Board, commission to the Non- Executive Directors: The Committee shall recommend the commission payable to the Non-Executive Directors, including Independent Directors, to the Board of Directors of the Company after considering their contribution to the decision making at meetings of the Board/Committees, participation and time spent as well as providing strategic inputs and supporting the highest level of corporate governance and Board effectiveness. It shall be within the overall limits fixed by the shareholders of the Company.
C. Stakeholders Relationship Committee
During the financial year ended March 31, 2015, the nomenclature of the Stakeholders Relationship and Investors Grievance Committee was changed to "Stakeholders Relationship Committee" pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Committee met twice during the financial year ended March 31, 2015 on November 14, 2014 and February 14, 2015. The constitution of the Stakeholders Relationship Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the members of the Committee during the financial year ended March 31, 2015 is detailed below:
The terms of reference of the Committee includes enquiring into and redressing complaints of shareholders and investors and to resolve the grievance of the security holders of the Company.
During the year, there no complaints received from Shareholders. No investor grievance has remained unattended/ pending for more than thirty days.
The Company does not have any material subsidiary as defined under Clause 49 of the Listing Agreement. However, the Company has formulated the Material Subsidiary policy.
RELATED PARTY TRANSACTIONS
Your Company enters into various transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 in its ordinary course of business. All the RPTs are undertaken in compliance with the provisions set out in Companies Act, 2013 and Clause 49 of the Listing Agreement. The Audit Committee and the Board of Directors of the Company have formulated the Policy on dealing with RPTs.
During the financial year ended March 31, 2015, the Company has entered into RPTs in the ordinary course of business and on arms' length basis; and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Clause 49 of the Listing Agreement and the Policy of the Company on dealing with RPTs and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.
The Company has complied with and adopted the mandatory requirements stipulated under clause 49 of the Listing Agreement. The Company has obtained CFO Certificate and the person heading the finance function in terms of the clause 49 of the Listing Agreement entered into with the Stock Exchange.
Notes to the Financial Statements
No transaction of material nature has been entered into by the Company with its Directors or Management and their relatives, etc. that may have a potential conflict with the interests of the Company. There has been no instance of non-compliance by the Company on any matter related capital markets. Hence, the question of penalties or strictures being imposed by SEBI or the Stock Exchanges or any other statutory authority does not arise;
Listing fees for the financial year 2014-15 have been paid to the Stock Exchanges on which the shares of the Company are listed.
Vigil Mechanism and Whistle Blower Policy
Your Company prohibits any kind of discrimination, harassment, victimization or any other unfair practice being adopted against an employee. In accordance with Clause 49 of the Listing Agreement, your Company has adopted a Whistle Blower Policy with an objective to provide its employees and a mechanism whereby concerns can be raised in line with the Company's commitment to highest standards of ethical, moral and legal business conduct and its commitment to open communication.
The mechanism provides for adequate safeguards against victimisation of employees and Directors who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in exceptional cases. No personnel were denied access to the Audit Committee of the Company.
Compliance with Mandatory / Non Mandatory Requirements
The Company has complied with all the applicable mandatory requirements of Clause 49 of the Listing Agreement.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website. The investor complaints are processed in a centralized web based complaints redressal system. The salient features of this system are Centralised database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.
All complaints received through SCORES are resolved in a timely manner by the RTA, similar to other complaints.
MEANS OF COMMUNICATION
1. Publication of quarterly financial results:
Quarterly, half-yearly, nine-monthly and annual financial results of the Company were published in leading English and vernacular language newspaper, viz., Business Standard (Ahmedabad edition) and Loksatta (Baroda edition).
2. Website and News Releases:
A separate dedicated section under 'Investors Relation' on the Company's website gives information on various announcements made by the Company, Annual Report, Quarterly/Half yearly/ Nine-monthly and Annual financial results along with the applicable policies of the Company. The Company's official news releases and presentations made to the institutional investors and analysts are also available on the Company's website.
3. Stock Exchange:
Your Company makes timely disclosures of necessary information to BSE Limited (BSE) in terms of the Listing Agreement(s) and other rules and regulations issued by SEBI.
4. BSE Corporate Compliance & Listing Centre:
BSE Listing is a web-based application designed by BSE for corporates. All periodical compliance filings, inter alia, Shareholding pattern, Corporate Governance Report, Corporate announcements, amongst others are also filed electronically on the Listing Centre.
GENERAL SHAREHOLDER INFORMATION
i. Annual General Meeting
Day, Date and Time: Friday, September 25, 2015 at 12.30 p.m.
Venue: Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta,Vapi-396195
ii. Financial Calendar
For the financial year 2015-16, financial results will be announced as per the following tentative schedule:
1st quarter ended on June 30, 2015 Second week of August, 2015
2nd quarter ended on September 30, 2015 Second week of November, 2015
3rd quarter ended on December 31, 2015 Second week of February, 2016
Audited financial results for the year ended on March 31, 2016 Fourth week of May, 2016
iii. Date of Book Closure :
Monday, September 21, 2015 to Friday, September 25, 2015 (both days inclusive).
iv. Dividend Payment Date :
No dividend declared
v. Listing on Stock Exchanges
The Bombay Stock Exchange Ltd. 506159
International Securities Identification No. (ISIN) INE888E01020
vi. Registrar & Transfer Agents
Share transfer, dividend payment and all other investor related matters are attended to and processed by our Registrar and Share Transfer Agent (RTA) viz. Link Intime India Pvt. Ltd. The correspondence address of our RTA has been given elsewhere in the Corporate Governance Report.
vii. Share Transfer System (In Physical Segment)
For administrative convenience and to facilitate speedy approvals, authority has been delegated to the Share Transfer Agents (RTA). Share transfers/ transmissions approved by the RTA and/or the authorised executives are placed at the Board Meeting from time to time.
In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants.
In case of shares held in physical form, all transfers are completed within 15 days from the date of receipt of complete documents. As at March 31, 2015 there were no Equity Shares pending for transfer. Also, there were no demat requests pending as on March 31, 2015.
The Company obtains from a Company Secretary in Practice, half yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchanges and files a copy of the certificate with the Stock Exchanges.
viii. Outstanding GDRs/ADRs/Warrants/Convertible Instruments and their impact on equity:
The Company does not have any outstanding GDRs/ADRs/ Warrants/Convertible Instruments as on March 31, 2015.
ix. Plant Locations:-
x. Address for Correspondence
For any queries relating to the shares of the Company, correspondence may please be addressed to Link Intime India Pvt. Ltd. at:
B - 102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara - 390020. Tel No. 0265-2356573
For the benefit of shareholders, documents will continue to be accepted at the following Corporate Office of the Company:
ASIS Logistics Limited
224, A/ wing, 2nd Floor, Mhatre Pen Building, Senapati Bapat Marg, Dadar (West), Mumbai - 400028
Tel. No.: 022-24318550 Fax No.: 022-24372200
E-mail: firstname.lastname@example.org Website: www.asislogistics.com
Shareholders are requested to quote their folio no. / DP ID & Client ID, e-mail address, telephone number and full address while corresponding with the Company and its Registrar & Transfer Agent.
For and on behalf of the Board
Hiren Chandrakant Oza
August 14, 2015
Regd. Office: Unit No. 611, Skylon Co-operative Housing Society, GIDC, Char Rasta,Vapi-396195