REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, we provide the information to the shareholders and investors of the Company as under:-
1. PHILOSOPHY ON CORPORATE GOVERNANCE:
The Corporate Governance policies of the Company mainly focus on the compliance of various statutes, transparency, processes and customs by which the Company is administered, directed and controlled. It is desired to serve the needs of shareholders and other stakeholders, by directing and controlling management activities with good business practices, objectivity, accountability and integrity.
2. BOARD OF DIRECTORS:
The Company has Five Directors. The Board consists of one whole-time directors, designated as Director & CEO. The other four directors are non-executive of which two are independent directors and one is the promoter director. Non-executive directors are less than 50% of the total strength of the Board. For the purpose of conducting Board meeting any one of the director present in the meeting is being appointed as Chairman for the meeting. The Constitution of the Board is given below:
(i) The Company does not have any nominee director appointed by any bank and institution.
(ii) Other directorships of directors does not include alternate directorships, directorships held in private companies, companies registered under Section 25 of the Companies Act, 1956 and of the companies incorporated outside India.
(iii) During the year under review, the Company did not enter into any transactions with any of the Directors except for remuneration paid to the Whole Time Directors.
(iv) For the purpose of reckoning the limit of committee membership under clause 49(I)(C)(ii) of the Listing Agreement, Chairmanship / Membership of the Audit Committee and the Shareholder Grievance Committee only have been considered.
(v) The Board has laid down a code of conduct for all the Board Members and Senior Management of the Company pursuant to clause 49(I)(D)(i) of the Listing Agreement. A declaration regarding adherence to the Code of Conduct is given separately.
Board Meetings and Attendance at Board Meetings and the last Annual General Meeting:
The Board of the Company met 4 times during the year under report. The maximum time gap between the Board meetings does not exceed four months.
The Company placed before the Board the quarterly/annual operating data/plan and performance reports/statements of various sites under operations. Information regarding implications of amendments to various laws, compliances, defaults, if any, in obligations, details of business operations, etc. were also regularly placed before the Board.
3. AUDIT COMMITTEE :
a. A qualified and Independent Audit Committee of the Company has been constituted in line with the provisions of Clause 49 II (A) of the Listing Agreement with the Bombay Stock Exchange Limited read with section 292A of the Companies Act, 1956.
b. The Audit Committee had three Directors as members. All members of the Audit Committee are financially literate and have accounting and related financial management expertise.
c. The Chairman of the Audit Committee is an Independent Director.
d. The Audit Committee meetings are usually attended, along with its members, by Chief Financial Officer & Company Secretary and Statutory Auditor. The Audit Committee invites such of the executives whenever it considers appropriate, to be present at the meetings of the Committee. The Company Secretary acts as a Secretary to the Audit Committee.
e. Shri Naman Shah, Director of the Company who is not a qualified company secretary but having business and financial acumen acting as compliance officer of the Company and necessary care have been taken for statutory compliance with the help of practicing company secretaries. The Company is in process of appointing a full time company secretary pursuant to the provisions of section 383A of the Companies Act, 1956.
g. Four Audit Committee meeting were held during the year, the date which are 30 May, 2013, 12 August, 2013, 30th October, 2013 and 11th February, 2014. The time gap between two meetings is not exceeding four months . There was a proper quorum of independent directors in all the convened meetings.
Brief description of the terms of reference:
The terms of reference of the Audit Committee are in conformity with the provisions of Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited which inter alia include the following:
The Audit Committee shall have powers, which include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
The role of the Audit Committee shall include the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory auditors and the fixation of audit fees.
3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
4. Reviewing, 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 to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.
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 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. Disclosure of any related party transactions.
g. Qualifications in the draft Audit Report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
7. Reviewing 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.
8. Discussion with internal auditors any significant findings and follow up there on.
9. Reviewing, the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control system of a material nature and reporting the matter to the board.
10. Discussion 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.
11. To look into the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders (in case of non payment of declared dividends) and creditors.
12. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
4. OTHER COMMITTEE :
1. Stakeholders Relationship Committee ( vice Share Transfer and Shareholder Grievance Committee):
To expedite the process of transfer of physical shares and ready for settlement of shareholders complaints, the authority has been delegated to the Share Transfer and Shareholders' Grievance Committee which comprises three member viz. Shri Sanjiv Bansal , Shri Naman Shah and Shri Abeadali Mamaji as Chairman of the committee.
Shri Naman Shah, Director of the Company who is not a qualified company secretary but having business and financial acumen acting as compliance officer of the Company and necessary care have been taken for statutory compliance with the help of practicing company secretaries.
The terms of reference of " share Transfer and Shareholders Grievance committee" was conferred on the newly constituted "stakeholders relationship committee" on 11th February, 2014, consequently "Share Transfer and Shareholder as Grievance Committee" was dissolved.
The Company has allotted an exclusive email id for the purpose of investor grievances : firstname.lastname@example.org
2. Nomination and Remuneration Committee (vice Remuneration Committee) :
The following are the members of the Remuneration Committee comprises three members viz. Shri Naman Shah, Shri Abeadali Mamaji and Shri Arvind Kiran as Chairman of the committee.
The Remuneration Committee has been constituted to recommend / review the Remuneration package of the whole-time Directors and if referred to, senior staff members, based on performance.
The remuneration policy is generally in line with the existing Industry practice / current market trends.
The terms of reference of " Remuneration Committee" was conferred on the newly constituted " Nomination and Remuneration Committee" on 11th February, 2014, consequently "Remuneration Committee" was dissolved.
One meeting was held during the year under report.
6. Management Discussion and Analysis Report:
The management discussion and Analysis Report for the year ended 31st March, 2014 is published separately in this Annual Report.
1. There are no related party transactions of the Company which have potential conflict with the interests of the Company at large.
2. In the preparation of financial statements, treatments as per Accounting Standards issued by the Institute of Chartered Accountants of India have been followed.
3. Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets : NIL
4. The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure I D to Clause 49 of the Listing Agreement with Stock Exchange:
a. The Company has set up a remuneration committee, details of which have been given earlier in this report.
b. The statutory financial statements of the Company are unqualified.
c. The Company has established a mechanism called the "Whistle Blower Policy" which allows any employee to approach the management concerned or audit committee without necessarily informing their supervisors to report about unethical behavior actual or suspected fraud or violation of the Company's code of conduct or ethic policy. Further this mechanism also provides for adequate safeguard against victimization of employees who avail the mechanism.
5. In terms of SEBI circular No. D&CC/FITTC/CIR-16 dated 31st December, 2002, a qualified Practicing Company Secretary carried out secretarial audit to reconcile the total admitted capital with Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The secretarial audit report confirms that the total issued and paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with CDSL. The certificates are forwarded to BSE, where the equity shares are listed and also placed before the share Transfer and Shareholder's Grievance Committee.
9. Means of Communication :
The quarterly results are normally published in Free Press Journal and Navshakti and the said results are also displayed on the website of the Company www.bidlgroup.com
10. GENERAL SHAREHOLDER INFORMATION
i) Annual General Meeting
Date and Time : 30th September, 2014, 3.00 pm
Venue : 3rd Floor, Orbit Terraces, 64, N.M. Joshi Marg, (Junction of S B.. Marg), Lower Parel (West), Mumbai - 400 013.
ii) Financial Calendar
Financial Year :1st April to 31st March
Quarter ending 30th June, 2014 : By 15th August, 2014
Quarter ending 30th September, 2014 : By 15th November, 2014
Quarter ending 31st December, 2013 : By 15th February, 2015
Year ending 31st March, 2015 : By 31st May, 2015
Dates of book closure :
26th September, 2014 to 30th September, 2014 (both days inclusive).
iii) Listing on stock Exchange :
Bombay Stock Exchange Limited.
iv) Stock Code :
Bombay Stock Exchange Limited. 501233
SHARE TRANSFER SYSTEM:
1. The Share Transfer and Shareholders' Grievance Committee looks after the share transfer system. The Share Transfer Committee generally meets twice in a month. The resolutions passed by this committee are confirmed at the subsequent Board Meetings.
2. Sharex Dynamic (India) Pvt. Ltd., Registrar & Transfer Agents of the Company looks after the work relating to transfers.
3. The company's shares are traded on Stock Exchanges in compulsorily dematerialized form. But the off market trading of shares of the Company is also possible in physical form. The share transfer forms received at Company are sent to the R & T Agent for further processing.
4. The Company ensures that all transfers are effected within a period of one month form the date of their lodgement.
5. As required under clause 47( c) of the Listing Agreement entered into by the company with the Bombay Stock Exchange Ltd., certificate is obtained every six months from a Practicing Company Secretary with regards to inter-alia effecting transfer, transmission, sub-division and consolidation of equity shares within one month of the lodgment. The certificates are forwarded to BSE, where the equity shares are listed and also placed before the Board of Director
Dematerialisation of Shares:
As on 31st March, 2014, out of the total holding of 1,50,000 equity shares 61,150 shares representing 40.77% of the total holding are in dematerialized form.
SHAREX DYNAMIC (INDIA) PVT. LTD.
Unit No. 1, Luthra Industrial Premises , Andheri Kurla Road, Safed Pool, Andheri (E), Mumbai - 400072.
Ph. No. 022-28515606/ 28515644/ 28516338 Fax No. 022-28512885
Email id for Investor
3rd Floor, Orbit Terraces, 64, N.M. Joshi Marg, (Junction of S. B. Marg), Lower
Two Directors have certified to the Board in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO certificate for the financial year ended 31st March, 2014.