Report on Corporate Governance [For the year ended 31.03.2015]
The company pursuant to the code on Corporate Governance introduced by the Securities and Exchange Board of India (SEBI) furnishes its report as under:
Company's Philosophy on Code of Governance
The Company's philosophy on corporate governance envisages the attainment of the highest level of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders, including shareholders, employees, the government and lenders.
BOARD OF DIRECTORS
a) Size and Composition of the Board:
The Company has a proper blend of Executive and Independent Directors to maintain the independence of the Board. As of the year ended 31st March, 2015, the Board of Directors is having as appropriate mix of Non-Executive Independent Directors as well as Non-Executive Non-Independent Directors.
Number of Board Meetings held
During the financial year ended on 31st March, 2015, Six meetings of the Board of Directors were held and the gap between two meetings did not exceed One hundred and Twenty days. The Board meetings were held on: 30.05.2014, 28.07.2014, 11.08.2014, 13.11.2014, 14.02.2015 and 31.03.2015.
Minimum four Board meetings are held in each year. Apart from the four prescheduled Board meetings, the meetings would also be convened to address specific needs of the Company.
The Company in consultation with the Directors prepares the annual calendar of meetings and circulates a tentative Schedule for the meeting of the Board and Committee in order to facilitate the Directors to plan their schedules.
The meetings are usually held at Corporate Office of the Company situated at C-3/1001, Anushruti Tower, Nr. Jain Temple, Opp. New York Tower, Nr. Thaltej Cross Road, S. G. Highway, Ahmedabad-380054
Agenda and Notes on Agenda are circulated to the Directors in advance in the defined Agenda format. All material information is incorporated in the Agenda papers for facilitating meaningful discussion. Where it is not practicable the same is tabled before the meeting.
Limit on number of Directorship
As per Section 165 of the Companies Act, 2013 none of the director is holding directorship in more than 10 Public Limited Companies. As per Clause 49 of Listing Agreement, none of the Independent Director is serving as an Independent director in more than 7 (seven) listed companies. None of the director is appointed in 10 Committees or is acting as Chairman in more than 5 Committees across all companies in which he is director.
Maximum tenure of Independent Directors
At the last Annual General Meeting held on 30th September, 2014 Mr. Keyur B. Mehta and Mr. Maulik Shah were appointed for a period of 5 years i.e. upto 31st March, 2019.
Separate meeting of Independent Directors
The Company had facilitated independent directors to hold the separate meeting of independent directors on 14th February, 2015, without the attendance of non-independent directors and members of management.
b) Management & Function of the Board:
The day-to-day management of the Company is conducted by the Chairman in consultation with the Other Directors and subject to the supervision and control of the Board of Directors. The required information as enumerated in Annexure I to Clause 49 of the Listing Agreement is made available to the Board of Directors for discussions and consideration at Board Meetings.
c) Committees of the Board
Currently the Board has three committees viz:
1) Audit Committee Brief description of terms of reference:
Terms of Reference of the Audit Committee are as as set out in Clause 49 of the Listing Agreement read with Section 177 of the Companies Act, 2013 that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings.
The Audit Committee has been constituted in conformity with the requirements of Section 177 of the Companies Act, 2013 and Clause - 49 of the Listing Agreement with Stock Exchanges
Minutes of meetings of the Audit Committee are circulated to members of the Committee and the Board is kept apprised.
Members of the Audit Committee have requisite financial and management expertise. The Statutory Auditors, Internal Auditor and the Chief Financial Officer are invited to attend and participate at meetings of the Committee.
Review of information by Audit Committee
Audit Committee has reviewed and satisfied that the Company's internal audit function adequately resourced and has appropriate standing within the Company. Audit Committee has also reviewed:-
(1) Management Discussion and Analysis of financial condition and results of operation:
(2) Statement of significant related party transactions submitted by management:.
(3) Internal Audit Reports relating to internal control weaknesses:
Internal Audit function
The Company has outsourced the internal audit function to a professional firm M/s Gopal C. Shah & Co., Chartered Accountants. The Internal Auditor reports directly to the Chairman of the Audit Committee on internal audit matters.
2) Share Transfer and Shareholders / Investor Grievance Committee and Stakeholders Relationship Committee
The Board of Directors have constituted a "Share Transfer and Shareholders / Investor Grievance Committee and stakeholders relationship committee" in line with the Listing Agreement, which is responsible for all matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending to the grievance of the shareholders. The present composition of the Committee is as under:
Mr. Keyur B. Mehta, Chairman
Mr. Bharvin S. Patel, Member
Mr. Maheshbhai M. Patel, Member
The Company has appointed Mr. Bharvin S. Patel Chairman as the "Compliance Officer", who may contacted for any matter relating to share transfer/transmissions, non-receipt of Annual Reports, Dividend etc. During the year, Company has not received any complaints.
Details of shareholders' Complaints
Detail of Complaints received Nos.
Number of Shareholders’ Complaints received from 01.04.2014 to 31.03.2015 Nil
Number of Complaints not solved to the satisfaction of the shareholder Nil
Number of Pending Complaints on 31.03.2015 Nil
3) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises of the following members, all being non-executive independent directors:
Mr. Maulik A. Shah - Chairman
Mr. Keyur B. Mehta - Member
Mr. Maheshbhai M. Patel - Member
The terms of reference of the Nomination and Remuneration Committee, inter alia consists of to recommend to the Board and to the shareholders with agreed terms of reference, the Company's policy on specific remuneration packages for executive directors including any compensation payment if required and shall review the same from time to time if required.
During the year one meeting of the committee was held on 28/07/2014.
Remuneration Policy & Remuneration paid to Board of Directors:
The Company paid sitting fees to Non-executive Directors as under for attending Board Meetings during the year ended 31st March, 2015.
There is no other pecuniary relationship or transaction by the Company with Non Executive Directors. The Company pays remuneration to its Managing Director / Executive Director by way of Salary, perquisites and bonus. The remuneration is approved by the Board and is within the over all limits approved by the shareholders. The Company does not have any scheme for grant of stock option to its Directors or Employees nor it pay any commission to any of its Directors.
Committee has adopted a formal system of evaluating Board performance as a whole and the contribution of each individual director. An evaluation of Board performance is conducted annually to identify areas of improvement and as a form of good Board management practice. Each member of the Committee shall abstain from voting any resolutions in respect of the assessment of his performance or re-nomination as Director. The results of the evaluation exercise were considered by Committee which then makes recommendations to the Board aimed at helping the Board to discharge its duties more effectively.
4) Risk Management Committee
As per revised Clause 49(VI) of the Listing Agreement entered by the Company with the Stock Exchanges, the Company is required to constitute a Committee viz., 'Risk Management Committee'. In this connection the Committee was constituted with the following Directors in the Board Meeting held on 30th May, 2014.
Mr. Bharvin S. Patel, Promoter & Non-Executive Director Mr. Keyur B. Mehta, Independent & Non-Executive Director Mr. Maulik Shah, Independent & Non-Executive Director
The Risk Management Committee shall be responsible for framing, implementing & monitoring the risk management plan of the Company.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Stakeholder Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
Financial year :
1st April 2014 to 31st March 2015
Date & Time of Annual General Meeting Venue :
Friday, 25th September 2015 at 2.30 p.m.
17, Mumtaz Manzil, Wood House Road, Opp. Chirag Din, Colaba, Mumbai – 400005.
Book closure date :
19th September 2015 to 25th September 2015 (both days inclusive) for Annual General Meeting
Dividend payment date :
Registered office :
17, Mumtaz Manzil, Wood House Road, Opp. Chirag Din, Colaba, Mumbai - 400005.
Compliance officer :
Mr. Bharvin S. Patel, Chairman
The Company has announced/expects to announce the unaudited quarterly results for the year 201516 as per the following schedule:
First quarter : Mid of August, 2015
Second quarter : Mid of November, 2015
Third quarter : Mid of February, 2016
Fourth Quarter : Mid of May, 2016
Means of communication
Financial Results are published in leading financial news paper as well as copies of the some are also being send to Bombay stock Exchange Limited where the shares of the Company are listed for the benefit of the public at large. Financial Results are published normally in leading English and Vernacular daily newspaper.
The Company has not issued any ADR/GDR.
Listing on Stock Exchange
The shares of the Company are listed on Bombay Stock Exchange Limited.
Stock Code At BSE:
Registrar & Share Transfer Agent:
Shareholders' correspondence should be addressed to the Company's Registrars and Share Transfer Agents at:
101, Shatdal Complex, 1st Floor, Opp. Bata Show Room, Ashram Road, Ahmedabad - 380 009.
The shares of your Company are available in Dematerialised form with National Securities Depository Limited (NSDL) & Central Depository Services (I) Limited (CDSL). The ISIN of the Company is INE461H01011. As of March 31, 2015, 14,40,000 no. of shares were in dematerialised form.
(1) Related Party transactions
There are no materially significant related party transactions of the Company with key managerial personnel which have potential conflict with the interest of the Company at large.
(2) Details of non-compliance
The Company has complied with the necessary requirements and no penalties or strictures were imposed on the Company either by SEBI,
(3) Accounting Treatments
In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 2013 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.
(4) Secretarial Audit
M/s Shah & Santoki Associates, Company Secretaries carried out a secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (I) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid-up capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
(5) Code of Conduct for Senior Management
The Company has adopted a Code of Conduct for Directors and Senior Management. It is the responsibility of all employees and Directors to familiarize themselves with the Code and comply with the same. The Code includes provisions where the employees of the Company can voice their concerns on violation and potential violation of this Code in a responsible and effective manner. All Board members and senior management personnel have confirmed compliance with the code. A declaration signed by the Director is attached and forms part of the Annual Report of the company.
(6) CEO Certification
Chief Executive Office (CEO) certification on financial statements pursuant to the provisions of Clause 49 of the listing agreement is annexed and forms part of the Annual Report of the company.
(7) Management Discussion and Analysis Report
This is given as the Separate Chapter in the Annual Report.
(8) Auditors' Certificate on Corporate Governance
The Company has obtained a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance prescribed under Clause 49 of the Listing agreement with Stock Exchanges which forms part of this report.
(9) Unclaimed Dividends
The Company will be required to transfer dividends which have remained unpaid/unclaimed for the period of 7 years to the Investor Education & Protection Fund established by the Government. However there is no such unclaimed/unpaid dividend for which Company has to transfer the same to the Investor Education & Protection Fund in this financial year.
(10) Address for Correspondence
Shareholders can do the correspondence at: Aviva Industries Limited
Mr. Bharvin Patel, Managing Director & Compliance Officer, C-3/1001, Anushruti Tower, Nr. Jain Temple, Opp. New York Tower, Nr. Thaltej Cross Road, S. G. Highway, Ahmedabad-380054 E-mail: email@example.com
The Registrar and Transfer Agents,
101 Shatdal Complex, 1st Floor, Opp. Bata Showroom, Ashram Road, Ahmedabad - 380 009.