CORPORATE GOVERNANCE REPORT
1. COMPANY'S CORPORATE GOVERNANCE PHILOSOPHY
The Company follows principle of effective Corporate Governance. The endeavor of the Company is not only to comply with regulatory requirements but also to practice Corporate Governance principles that lay emphasis on integrity, transparency and overall accountability. The Company adheres to most of the recommendations made by the SEBI and incorporated by the Stock Exchanges in the Standard Listing Agreement. However, due to paucity of funds and unavailability of qualified staff there was a delay in complying with the condition of Listing Agreement.
2. BOARD OF DIRECTORS
The Board of Directors is at the core of our corporate governance practice and how the management serves and protects the long term interests of all our stakeholders. The Board of Directors along with its Committees provide leadership and guidance to the Company's management as also direct, supervise and control the performance of the Company. The Board currently comprises of Six Directors. The Composition of the Board and directorships held as on 31st March, 2015:
3. BOARD MEETINGS, ATTENDANCE AND OTHER DIRECTORSHIPS
During the year under review, four (04) Board meetings were held May 30, 2014, August 14, 2014, November 14, 2015 and February 14, 2015.The maximum time gap between any two consecutive meetings did not exceed 120 days. The attendance particulars are as follows:
4. AUDIT COMMITTEE
The Company has complied with the requirements of Clause 49 of the Listing Agreement of the Stock Exchange and Section 177of the Companies Act, 2013 as regards composition of Audit Committee.
The Audit Committee consists of three (03) members.
The committee is chaired by Mr. Kailash Chand Kedia (Independent Director).
The committee has held four (04) meetings during the financial year 2014-2015 i.e. May 30, 2014, August 14, 2014, November 14, 2015 and February 14, 2015.The composition of the Audit Committee and the attendance of members at the meetings of the Audit Committee held during the financial year 2014-2015are as follows:
The Audit Committee meetings were also attended by the statutory auditors, wherever necessary. The Audit Committee is responsible for overseeing the Company's financial reporting process, reviewing the quarterly/half yearly/annual financial statements, reviewing with the management the financial statements and adequacy of internal audit function, recommending the appointment/re-appointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions, reviewing the management discussion and analysis of financial condition and result of operations and also statutory compliance issue. The committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.
In addition, the committee has discharged such other role/function as envisaged under Clause 49 of the Listing Agreement of the Stock Exchange and the provisions of Section 177 of the Companies Act, 2013.
5. NOMINATION AND REMUNERATION COMMITTEE
In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board reconstituted the then Nomination Committee and Remuneration Committee into the Nomination and Remuneration Committee.
The Company has complied with the requirements of Clause 49 of the Listing Agreement of the Stock Exchange and Section 178 of the Companies Act, 2013 as regards composition of Nomination and Remuneration Committee.
The Nomination and Remuneration Committee consists of three (03) members. The committee is chaired by Mr. Kailash Chand Kedia (Independent Director).
The committee has held only one (01) meeting during the financial year 2014-2015 i.e. August 14, 2014. The composition of the Nomination and Remuneration Committee and the attendance of members at the meetings of the Nomination and Remuneration Committee held during the financial year 2014-2015 are as follows:
The purpose of the Committee is to oversee the Company's nomination process for the senior management and specifically to identify, screen and review individuals qualified to serve as EDs, NEDs and IDs consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the AGM of the shareholders.
The Committee also discharges the Board's responsibilities relating to compensation of the Company's EDs and senior management. The Committee has the overall responsibility of approving and evaluating the compensation plans, policies and programmes for EDs and the senior management. The Committee reviews and recommends to the Board, to approve for the EDs, the base salary, incentives/commission, other benefits, compensation or arrangements and executive employment agreements.
The committee further recommend to the board, the remuneration package of the executive directors. Remuneration of the executive directors is governed by the external competitive environment, track record, potential and performance of the executive and performance of the Company.
6. STAKEHOLDERS' RELATIONSHIP COMMITTEE
In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board re-named the then "Investors' Grievance Committee" as the "Stakeholders' Relationship Committee". The remit of the Committee is to consider and resolve the grievances of the security holders of the Company, including complaints relating to transfer and transmission of securities non-receipt of dividends, and such other grievances as may be raised by the security holders from time to time.
The Stakeholders' Relationship Committee consists of three (03) members. The committee is chaired by Mr. Ganga Charan (independent director).
The committee has held four (04) meetings during the financial year 2014-2015 i.e. May 30, 2014, August 14, 2014, November 14, 2015 and February 14, 2015.
CODE OF CONDUCT
The Company has adopted the Code of Conduct for EDs, Senior Management Personnel and other Executives of the Company. The Company has received confirmations from the EDs as well as Senior Management Personnel regarding compliance of the Code during the year under review. It has also adopted the Code of Conduct for NEDs of the Company. The Company has received confirmations from the NEDs regarding compliance of the Code for the year under review. Both the Codes are posted on the website of the Company.
DETAILS OF NON-COMPLIANCE
With regards to the matters related to capital markets, the Company has complied with all requirements of the Listing Agreement, except clause 35 & 54 of the listing agreement i.e. 100% promoters' holding in demat form and maintenance of company web site respectively ,as well as SEBI regulations and guidelines. Due to financial constraint, the Company was not able to pay listing fee to BSE.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, the auditors' certificate is annexed to this report.
CEO AND CFO CERTIFICATION
As required by Clause 49 of the Listing Agreement, the CEO and CFO have given appropriate certifications to the Board of Directors.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the year were on an arm's length price basis and in the ordinary course of business. The Board of Directors have adopted a policy on Related Party Transactions and the same has been prepared but yet to be uploaded on the website of the Company.
LISTING ON STOCK EXCHANGES
The equity shares of the Company are listed on the following stock exchanges:
The Bombay Stock Exchange Limited (BSE) P.J.Towers, Dalal Street, Fort, Mumbai-400001.
For equity shares:
Bombay Stock Exchange Limited : 500051
International Security Identification Number: : INE099C01010
CORPORATE IDENTITY NUMBER (CIN) : L24111RJ1974PLC005789
REGISTRAR & TRANSFER AGENT
Skyline Financial Services Private Limited, D-153 A, Okhla Industrial Area, Phase - I, New Delhi - 110 020 E- Mail : email@example.com Phone Nos. : 011-26812682, 83 Fax No. : 011-26812684
SHARE TRANSFER SYSTEM
In compliance of SEBI requirement, Share transfers are entertained, both under Demat Form and Physical Form. Share Transfers in respect of physical shares are normally effected within 10-15 days from the date of receipt.
STATUS OF INVESTORS' COMPLAINTS
The status of investors' complaints as on March 31, 2015 is as follows:
Number of complaints as on April 1,2014 0
Number of complaints received during the financial year 2014-15 0
Number of complaints resolved up to March 31,2015 0
Number of complaints pending as on March 31,2015 0
OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS
The Company has not issued any GDRs/ADRs/ Warrants & convertible instruments.
REGISTERED OFFICE & PLANT LOCATION
Phone : 01593-221478-80
Fax : 01593-221477
A-27-B, Sector-16,Noida-201301,Uttar Pradesh. Phone : 0120-4749901 Fax : 0120-4749919 E-mail : firstname.lastname@example.org
NAME, DESIGNATION AND CONTACT
Mr. Rakesh Samrat Bhardwaj DETAILS OF THE COMPLIANCE OFFICER Managing Director Bhagawati Gas Limited A-27-B, Sector-16, Noida-201301, Uttar Pradesh. Phone : 0120-4749901 Fax : 0120-4749919 E-mail : email@example.com