REPORT ON CORPORATE GOVERNANCE
Your Company has complied in all material respects with the requirements of the Corporate Governance Code as per Clause 49 of the Listing Agreement with the stock exchanges.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company's philosophy on corporate governance is to observe the highest level of ethics in all its dealings, to ensure efficient conduct of the company achieve its goal in maximizing value for all its stakeholders.
Which are reinforced at all levels within the Company. We are committed to doing things the right way which means taking business decisions and acting in a way that is ethical, in the interest of our stakeholders and is in compliance with applicable legislation. Our values reflect our continued commitment to ethical business practices across our operations.
The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered into with the stock exchanges with regard to corporate governance.
BOARD OF DIRECTORS:
Composition of the board
As on 31st March, 2015, the Company's Board of Directors comprised of five directors. The Board consists of Five Directors, of which three are non-executive and independent directors including one woman director, one Executive Director and CFO and one Managing Director. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the stock exchanges.
Mr. Jatinkumar Agarrwal, one of the Directors of the company left for heavenly abode on 17/08/2015. The Directors express their profound sorrow at his sad and sudden demise. The management is thankful for his contribution towards the affairs of the Company. Consequently the proposal to appoint him as an Independent Director cannot be achieved.
The Board has received confirmation from the Non- Executive and Independent Directors that they qualify to be considered as Independent as per the definition of 'Independent Director' stipulated in Clause 49 (II)(B) (I) of the Listing Agreement and Section 149(6) of the Companies Act, 2013 (hereinafter called "the Act"). None of the Directors of the Company is related to each other.
None of the Directors hold Directorships in more than 20 companies. Further, any individual director's directorships in public companies do not exceed 10. None of the Directors is serving as a member of more than ten committees or as the Chairman of more than five committees across all the public companies of which he is a Director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the Directors.
Note: The position mentioned above is as on their date of appointment and resignation else otherwise mentioned @Appointed w.e.f. 24/03/2015, $Resigned w.e.f. 24/03/2015 'Resigned w.e.f. 28/05/2015, #Resigned from Board due to sudden death on 17/08/2015
Directorships mentioned as above do not include directorships of private limited companies, companies under Section 8 of the Act and of companies incorporated outside India.
Positions in only the Audit Committee and Stakeholders' Relationship Committee are considered for the purpose of reckoning the number of Chairmanships and Memberships held by the Directors.
None of the Non-Executive and Independent Directors has any material pecuniary relationship or transactions with the Company, other than the commission and sitting fees received by them for attending the meetings of the Board and its Committee(s) and professional fees received by the firm in which a Director is a partner.
The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board meeting.
The Company circulates the agenda along with comprehensive notes well in advance before each meeting which, inter-alia, includes the following:
•Quarterly/Half Yearly/Annual financial results of the Company.
•Minutes of various committees of the Board.
•Regulatory notices/judgment/order being material in nature.
•Approvals on the sale of investments/assets of material nature etc.
During the financial year 2014-15 (14) Fourteen Board Meetings were held. The maximum gap between two Board meetings was less than one hundred and twenty days.
The Board meetings were held on 01/04/2014, 30/04/2014, 30/05/2014, 30/06/2014, 21/07/2014, 14/08/2014, 03/09/2014, 24/09/2014,13/11/2014, 25/11/2014, 02/02/2015, 07/02/2015,14/02/2015,17/03/2015 and 24/03/2015
MEETING DF INDEPENDENT DIRECTORS:
The Company's Independent Directors met on March 31, 2015 without the presence of the Chairman & Managing Director and the Senior Management team. The meeting was attended by all the Independent Directors and was conducted to enable the Independent Director to discuss matters prescribed under Schedule IV to the Act and Clause 49 of the Listing Agreement.
CODE OF CONDUCT:
The Company has adopted a Code of Conduct ("Code") which applies to all the Board members and Senior Management Personnel of the Company. It is the responsibility of all Board members and Senior Management Personnel to familiarize them with Code and comply with its provisions. The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code. A declaration signed by the Chairman and Managing Director to this effect is given below.
COMMITTEES DF THE BOARD:
The Board Committees focus on specific areas mentioned in their terms of reference and make informed decisions within the authority delegated to them. Each Committee of the Board is guided by its terms of reference. The Committees also make specific recommendations to the Board on various matters required. All observations, recommendations and decisions of the Committees are placed before the Board for its information or approval. All the minutes of committee meetings are placed before the Board for its noting.
The Company has following Committees of the Board namely Audit committee, Nomination and Remuneration committee, Stakeholder's Relationship Committee which enables the Board to deal with specific areas / activities that need a closer review and to have an appropriate structure to assist in the discharge of their responsibilities. The Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the Board.
The terms of reference for each committee have been clearly defined by the Board. The minutes of the meetings and the recommendation, if any, of the committees are submitted to the Board for their consideration and approval.
AUDIT COMMITTEE AT GLANCE:
In order to align with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. The terms of reference of the Audit Committee includes the following:
SCOPE AND FUNCTION
The bread terms pf reference pf the Audit Committee, inter alia, include:
•To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
•To recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;
•To approve the payment to statutory auditors for any other services rendered by the statutory auditors;
•To review with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement have to be included in the Board's report.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by the management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e.Compliance with listing and other legal requirements relating to financial statements.
f. Qualifications in the draft audit report.
•To review with the management, the quarterly financial statements before submission to the board for approval.
• To review with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• To review with the management, performance of statutory and internal auditors, and monitor auditor's independence and performance and effectiveness of the audit process and adequacy of the internal control systems;
•To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
•To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
•To discuss 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;
• To look into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of nonpayment of declared dividends) and creditors;
• To approve the appointment of CFO (i.e., the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
• To consider, suggest modification and/or recommend/ approve the related party transactions of the Company;
• To scrutinize inter corporate loans and investment.
•To consider valuation of assets or undertaking of the company, wherever required.
• To evaluate internal financial controls and risk management systems.
• To review and formulate the scope, functioning, periodicity, methodology for conducting the internal audit, in consultation with the Internal Auditor and to discuss with the internal auditors any significant findings and follow-ups there on;
• To have the authority to investigate into any matter as included in its terms of reference or referred to it by the Board and for this purpose the Audit Committee to have power to obtain professional advice from external sources and have full access to information contained in the records of the company;
• To review the Company's Vigil Mechanism as defined under the Whistle Blower Policy of the Company with regard to the process/procedure prescribed for its employees and directors, to raise concerns, in confidence, about possible wrongdoing in financial reporting, accounting, auditing or other related matters. To ensure that these arrangements allow independent investigation of such matters and appropriate follow up action;
• Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.
During the year Audit Committee was reconstituted due to the resignation of Tushar Rane and appointment of Seema Sidhu and Jatinkumar Agarrwal on 24/03/2015.
Five audit committee meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows: May 26, 2014; August 12, 2014; September 02, 2014: November 12, 2014 and February 13, 2015. The necessary quorum was present for all the meetings.
NDMINATIDN AND REMUNERATION COMMITTEE AT GLANCE:
During the year under review, the terms of reference of Nomination and Remuneration Committee were expanded in order to align them with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The broad terms of reference of the nomination and Remuneration Committee are as under:
? To formulate criteria for evaluation and evaluate the performance of every director, including the Independent Directors;
?To identify and recommend to the Board, in accordance with the criteria as laid down, appointment/ reappointment / removal of the Executive / Non- Executive Directors and the senior management of the Company;
?Recommend to the board appointment of key managerial personnel ("KMP" as defined by the Act) and executive team members of the Company (as defined by this committee).
?Carry out evaluation of every director's performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors.
?This shall include "formulation of criteria for evaluation of independent directors and the Board"
?On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.
?To monitor and handle any other matter relating to framing/administration of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 or any amendments thereof;
?Any other function as may be mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.
?Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.
None of the other non-executive director holds any shares, convertible instruments or stock options in the company. As on 31st March 2015, there are no outstanding options granted to any of the Directors of the Company.
STAKEHOLDERS' RELATIONSHIP COMMITTEE AT GLANCE:
? The Company had shareholders / investors grievance committee of directors to look into the Redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend /notices / annual reports, etc. The nomenclature of the said committee was changed to stakeholders' relationship committee in the light of provisions of the Act and revised clause 49 of the Listing Agreement.
During the period, there were no transactions materially significant with Company's promoters, directors or management or subsidiaries or their relatives that may have potential conflict with the interests of the Company at large. Details of Non Compliance by the Company, penalties strictures imposed on the Company by Stock Exchanges or any statutory authority, on any matter related to capital markets, during the last three years - None.
DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary and Associate Companies as on 31st March, 2015.
POLICY DETERMINING MATERIAL SUBSIDIARIES AND RELATED PARTY TRANSACTIONS:
Pursuant to requirements of Clause 49 of Listing Agreement, the Company has adopted the policy determining material subsidiaries and the policy on related party transactions and the said policies are available on the Company's website at www.banasfinance.com
DISCLOSURE ON MATERIAL RELATED PARTY TRANSACTIONS
All material transactions entered into with related parties as defined under the Act and Clause 49 of the Listing Agreement during the financial year 2014-15 were in the ordinary course of business. No materially significant related party transactions have been entered into during financial year 2014-15 having potential conflict with the interest of the Company at large.
POLICY FOR PROHIBITION OF INSIDER TRADING:
The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of the Company's shares by the Directors and employees while in possession of unpublished price sensitive information in relation to the Company or its securities.
The Company has appointed the Compliance Officer to ensure compliance of the said Code by all the Directors, Senior Management Personnel and employees likely to have access to unpublished price sensitive information.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We affirm that no director or employee has been denied access to the Audit Committee during financial year 2014-15. The Policy provides that no adverse action shall be taken or recommended against an employee in retaliation to his/her disclosure in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Group.
GENERAL INFORMATION FOR MEMBERS
A. ,32nd Annual General Meeting:
Day & Date: Monday, 28th September, 2015
Time: 02.00 pm.
Venue: E/109, Crystal Plaza, New Link Road, Andheri West, Mumbai - 400 53.
B. Financial Calendar (2015-16)
Financial Year: April 1,2015 to March 31 2016
For consideration of Unaudited/Audited Financial Results
Results for quarter ending June 30, 2015: 10th August, 2015
Results for quarter ending September 30, 2015: On or before November 15, 2015
Results for quarter ending December 31, 2015: On or before February 15, 2016
Results for quarter ending March 31, 2016: On or before May 30, 2016
Annual General Meeting for the year ending March 31, 2016: On or before September 30, 2016
C. Book Closure Date: The Company's Share Transfer Books and Register of Members of equity shares shall remain closed from the 21/09/2015 TO 22/09/2015, (both days inclusive).
D. Share Transfer System
Share transfers in physical form are processed by the Registrar and Transfer Agents, Purva Share Registry (India) Pvt. Ltd and are approved by the Stakeholders Relationship Committee of the Company or the authorised signatories of the Company. Share transfers are registered and returned within 15 days from the date of lodgment if documents are complete in all respects. The depository system handles share transfers in dematerialized form.
E Dividend payment date: Not applicable
F.a) Listing of Equity Shares: Bombay Stock Exchange
b) Listing fees is duly paid to the Bombay stock exchange Limited as per listing agreement.
G.a) BSE Scrip Code: 509053
b) Demat ISIN Numbers in NSDL & CDSLINE521L01022 for Equity Shares
H. Dematerialization of Shares
The Company's shares are compulsorily traded in dematerialized form and are available for trading on both the depositories, viz, National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Percentages of Shares held in physical and dematerialized form as on 31st March, 2015 are as follows:
Share Capital Audit
As stipulated by Securities and Exchange Board of India (SEBI), a qualified Practicing Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and shares held in physical form as per the register of members viz- a-viz the total issued and listed capital. This audit is carried out every quarter and the report is submitted to the Bombay Stock Exchange Ltd.
For Transfer / Dematerialsation of Shares, payment of dividend on shares, interest and redemption of debentures and any other query relating to the shares and debenture of the Company.
Purva Sharegistry (India) Pvt. Ltd. (Purva) Unit No. 9, Shiv Shakti Indl. Estate. J .R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (East), Mumbai 400 011.
For Any other query
M/s. Banas Finance Limited CIN: L65910MH1983PLC030142
Regd Off: E/109, Crystal Plaza, Opp. To Infinity mall, New Link Road, Andheri (West), Mumbai-400053. Tel: 615 22 225 Website: www.banasfinance.com Email Id: email@example.com