REPORT ON THE CORPORATE GOVERNANCE
1. Company's philosophy on code of Corporate Governance
Your Company is committed to good Corporate Governance. The Company fully understands the rights of its shareholders to information on the performance of the company and considers itself a trustee of its shareholders. Corporate Governance strengthens investor's trust and ensures a long-term partnership that helps in fulfilling our quest for achieving significant growth and profits.
2. Board of Directors:
2.1 Composition of Board
The Board of Directors of the company consists of an optimum combination of Executive and Non-Executive Directors with more than 50% of the Board of Directors being Non-Executive Directors. The Non-Executive Directors are drawn from amongst persons with experience in business, finance, Law and corporate management. The Chairman of the Board is also a Non-Executive Director.
2.2 Meetings and Attendance
The Company's Corporate Governance policy requires the Board to meet at least four times in a year. Therefore during this financial year 2014-15 four meetings of the Board were held on 20th May 2014, 12th August 2014, 8th November 2014, and 7th February 2015.
2.3 Information placed before the Board of Directors.
Interalia the following information are regularly placed before the Board of Directors:
Quarterly results of the Company.
Information on recruitment and remuneration of senior officials just below the Board level.
Material Communication from Government/ Boards.
Material Transactions, which are not in the ordinary course of business Disclosures by the management of material transactions, if any, with potential for conflict of interest.
2.4 Membership of Board Committees
None of the Directors holds membership of more than 10 committees of the Board.
3. Committee of Directors:
A - Audit Committee
The Audit Committee provides direction to the audit and risk management function in the Company and monitors the quality of internal audit and management audit. The responsibilities of the Audit Committee include overseeing the financial reporting process to ensure proper disclosure of financial statements, recommending appointment/ removal of external auditors and fixing their remuneration, reviewing the annual financial statements before submission to the Board, reviewing adequacy of internal control system, structure and staffing of the internal audit function, reviewing findings of internal investigations and discussing the scope of audit with external auditors. Four Audit Committee Meetings were held during the year 2014-15 on 20th May 2014, 12th August 2014 8th November 2014, and7th February 2015.
The terms and composition of the Audit Committee conform to therequirement of section 177 of the Companies Act, 2013.
) Stakeholders' Relationship Committee
A Stakeholders' Relationship Committee has been constituted by the Board to monitor the redressal of the Shareholders/Investors grievances.
The committee considers the status of the entire process of transfer, transmission and dematerialization of shares. It also examines the pending Investors complaints and directs the compliance officer to take effective steps to resolve the entire complaints.
There were four meetings of the Shareholders grievance committee during the financial year 2014-15 on 20th May 2014, 12th August 2014, 8th November 2014, and 7th February 2015.
C) Nomination and Remuneration Committee
The Committee is entrusted with role and responsibilities of formulating criteria for determining qualifications, positive attributes and independence of directors and recommend to the Board the policy relating to appointment/removal and the remuneration of the Directors, key managerial personnel and other employees. Approving compensation package of Managing Director/ Whole Time Director and Key and other personnel. Reviewing and approving the performance based incentives to be paid to the Managing Director/ Whole Time Director and Key and other personnel. Reviewing and approving compensation package and incentive scheme for senior managerial and other personnel.
The terms and composition of the Nomination and Remuneration Committee confirm to the requirement of Section 178 of the Companies Act, 2013.
The Composition of the Nomination and Remuneration Committee is as follows:
6- MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The cost effective measures taken by the Company have resulted in improved performance and quality of equipment supplied. Because of the improved performance the installed capacity has been better utilized and the management is confident of having improved margins from the orders on hand.
While the macroeconomic and industry outlook are stable and positive, the factors such as spiraling steel and energy prices, higher inflationary pressures, etc. could affect the business environment.
The Company is fully committed to ensuring an effective internal control system and it periodically checks the adequacy and effectiveness of the internal control systems.
Your Company is a manufacturing company and the risk of the Company consists principally of fluctuating steel price, power charges and trade recoverable. The periodical monitoring and evaluation has been implemented to minimize the above inherent risks.
(a) Disclosures on materially significant related party transactions:
The transactions with related parties are undertaken in the normal course of Business and were at terms and conditions, which were not prejudicial to the interest of the Company.
(b) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by the Stock Exchange, SEBI or any Statutory Authorities or any matter related to Capital Markets:
The Company is complying with all the requirements of the Listing Agreements with the Stock Exchange as well as regulations and guidelines of SEBI or any statutory authority on matters relating to capital markets. No penalty or stricture was imposed on the Company and its Directors during the year under review.
8- Code of Conduct for Directors and Senior Management Personnel:-
The Board had approved and adopted a Code of Business Conduct and Ethics as applicable to the Board of Directors, Key and senior Management Personnel. These conducts are critical to business and helps in maintaining Standards of the Business conduct of the company. The executives of the company are expected to uphold these conducts in their day-to-day activities and comply with all applicable Laws, rules and regulations.
The following Code of Conducts have been adopted by the Board:
I. Conflict of interest
Directors and Senior Management personnel must avoid any conflicts of interest between themselves and the Company.
II. Corporate opportunities
Directors / Senior Management are prohibited from taking the company opportunities for themselves.
III. Bribery and corruption
No Director or employee of the Company will utilize bribery or corruption in conducting the Company's business.
IV. Insider trading
All Directors and Senior Management shall comply with the Insider Trading Regulations as laid down by SEBI and the Company.
V. Use and protection of assets and information
The Directors and Senior Management entrusted with property belonging to the Company are responsible for the careful use, protection, expenditure and administration of such assets.
Directors must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company.
VII. Compliance with laws, rules, regulations and fair dealing
Directors / Senior Management must comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company.
VIII. Encouraging the reporting of any illegal or unethical behavior
Directors / Senior Management should promote ethical behavior and take steps to encourage employees to talk to Supervisors, Managers and other Appropriate Personnel when in doubt about the best course of action in a particular situation.
IX. Compliance standards
Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee.
X. Waiver of code of business conduct and ethics
Any waiver of this Code may be made only by the Board of Directors and must be promptly disclosed to the Company's shareholders.
9- Means of Communication:-
Quarterly Results: Whether Published Yes
Whether it also displays official's news releases and presentations made to Institutional investors /analysist : No
Whether shareholders information Section forms part of the Annual Report Yes
10- General Shareholder Information:-
1. Financial Calendar (tentative)
Financial reporting for the Quarter ending on 30.06.2015 End of July 2015
Financial reporting for the Quarter ending on 30.09.2015 End of October 2015
Financial reporting for the Quarter ending on 31.12.2015 End of January 2016
Financial reporting for the Quarter ending on 31.03.2016 End of April, 2016
2. Annual General Meeting 18 September 2015, 11.a.m.at
Yashwant Rao Chavan Pratisthan
(Date, Time, Place) Gen. Jagannath Bhonsle Marg,Mumbai - 400021
3. Listing of Equity Shares
13- Category of Shareholder's as on 31st March 2015
Bombay Stock Exchange Delhi Stock Exchange and Ahmedabad Stock Exchange
4. Registrar and Share Transfer Agents
(Share transfer and Communication regarding share) Sharex Dynamics (India) Pvt. Ltd (.w.e.f.1st July 2003) as Registrar & Transfer Agents.
Unit:-1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072 Phone No: 28515606 / 28515644 Fax: (022) 28512885 Email:firstname.lastname@example.org
5. Stock Code:
The Stock Exchange, Mumbai BSE Code 500028
The Delhi Stock Exchange DSE Code 005795
The Ahmadabad Stock Exchange ASE Code 06330
6. Book Closure Date:
11th September, 2015 to 18 th September, 2015
7. ISIN No. for the Company's Equity Shares in Demat Form
8. Depositories Connectivity:
NSDL and CDSL
9. Complaints received from Share holders during the year:
Received - 59, cleared - 59, Pending - Nil
11-Share transfer System
Company is permitted only in Trading in Equity Shares of thedematerialized form. Share transfers in physical form are registered and returned within 21 days from the date of receipt of documents in order in all respects, except in certain cases due to some technical reasons. All the shares transfer are processed by the Registrar and Transfer Agents: Sharex Dynamics (India) Pvt. Ltd.
14- Plant and Works Locations:
Mathura Delhi - Agra Bypass Road, Post - Krishna Nagar Mathura, U.P. - 281001
Nagothane :Nagothane, Dist - Raigad Maharashtra
15- Address for Correspondence
Shareholders correspondence should be addressed to
ATV PROJECTS INDIA LTD.
D-8, MIDC, Street No. 16, Marol, Andheri (E), Mumbai - 400 093.
16- Compliance Officer
H. C. Gupta
Tel: (022) 67418212 Fax: (022) 66960638
For and on behalf of the Board of
M. V. Chaturvedi
Place: - Mumbai
Date: 13th May 2015