The Directors present Company's report on Corporate Governance in compliance with Listing Agreement entered into with the Stock Exchanges and the practices followed by the Company.
The Company is committed and consistently practiced good corporate governance. The Company's philosophy on Corporate Governance is compliance of matters mentioned in Clause 49 of the Listing Agreement by maintaining disclosure, transparency, accountability and aiming at enhancing the long term value of all stakeholders and The Company endeavors to ensure that highest standards of ethics and code of conduct are met throughout the organisation.
The Company's Corporate Governance compliances are as follows:
1. BOARD OF DIRECTORS
The Board of Directors of the Company have a combination of Executive, Non-Executive Directors & Independent Directors to ensure proper governance and management.
None of the Independent/Non-Executive Directors have any material pecuniary relationship or transactions with the Company which in the judgement of the Board may affect the independence of the director except receiving sitting fee for attending meetings.
1.2 Board Meetings
During the year under review, ten board meetings of the Company were held on the following dates viz., 30th May 2014, 12th June 2014, 14th August 2014, 14th November 2014, 26th November 2014, 1st December 2014, 18th December 2014, 10th January 2015, 11th February 2015 and 27th March 2015.
FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS
The Company has a familiarisation programme for Independent Directors pursuant to Clause 49 of the Listing Agreement. The same is dealt with in the Annual Report. The Familiarisation Programme is available in the website of the Company. The link for the same is <http://www.binnyltd.in/images policies/FAMILIARIZATION_DIRECTORS.pdf
2. COMMITTEES OF THE BOARD
1. The Committee consists of three Non-Executive Independent Directors, one Non-Executive Promoter Director and Managing Director of the Company. Five meetings were held during the year ended 31.03.2015 on 30th May 2014, 14th August 2014, 14th November 2014, 11th February 2015 and 27th March 2015. The constitution and functioning of the Audit Committee is in accordance with the terms of reference of Clause 49 of the Listing Agreement and provisions of section 177 of the Companies Act, 2013.
2. The Statutory Auditor and Internal Auditor are invited to attend the Audit Committee meetings as and when necessary and the Company Secretary acts as the Secretary of the Committee.
3. NOMINATION AND REMUNERATION COMMITTEE
a) The Board constituted Nomination and Remuneration Committee in consonance with the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement. Though the Committee recommends the remuneration package, ultimately the shareholders approve the same. One meeting of Remuneration Committee was held during the year on 14th November 2014.
4. STAKEHOLDERS RELATIONSHIP COMMITTEE
a) The Share Transfer and Shareholders'/ Investors' Grievance Committee has been renamed as Stakeholders Relationship Committee as per provisions of Section 178 of the Companies Act 2013 and listing agreement. This committee would continue to oversee, review and monitor all matters connected with transfer/ transmission/ transposition of shares, non-receipt of Annual Report issue of duplicate share certificates, consolidation, splitting, issue of share certificates in exchange of sub-divided / consolidated, re-materialisation and dematerialization of shares and overseeing the performance of Registrar & Transfer Agents and looking into the redressal of shareholders' complaints.
b) Further all the investors' / shareholders' grievances and the action taken by the Company to the satisfaction of the shareholders are brought to the attention of the Committee. The Committee had Twenty Eight meetings during the year ended 31.3.2015 on 12th May 2014, 19th May 2014, 26th May 2014, 16th June 2014, 23rd June 2014, 7th July 2014, 14th July 2014, 25th July 2014, 4th August 2014, 18th August 2014, 8th September 2014, 22nd September
2014, 6th October 2014, 27th October 2014, 3rd November 2014, 10th November 2014, 17th November 2014, 8th December 2014, 23rd December 2014, 14th January 2015, 19th January 2015, 28th January 2015, 11th February 2015, 18th February 2015, 2nd March 2015, 11th March 2015, 25th March 2015 and 31st March 2015.
During the year, only 1 complaint has been received from a shareholder and was pending at the end of the year. The said complaint was resolved in the month of July 2015 to the satisfaction of the complainant.
Shri.T.Krishnamurthy, Company Secretary has been designated as the Compliance Officer of the Company in compliance with the Listing Agreement.
I. Related Party Transactions:
Related parties transactions are disclosed in the Notes on Accounts and there are no other materially significant related parties' transactions made by the Company with the Promoters. Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
II. Accounting Treatment:
The Company followed the guidelines of Accounting Standards in preparation of its financial statements. During the financial year, no differential accounting treatment was followed.
III. Risk management:
The company has formulated and laid down procedures about the risk assessment and risk management procedures. These procedures are periodically reviewed to ensure that risks are managed / mitigated through a well-defined framework. Details of risk management policy - development and implementation of risk management policy including identification of risk which may threaten the existence of Company (Sec 134(n)).
IV. Proceeds from public issues, right issues, and preferential issues:
During the year 2014-15, The Company did not raise money from public issue and right issue.
V. Strictures / Penalties
No strictures / penalties were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years. The Company has been complying with SEBI Rules and Regulations and the listing agreements with the Stock Exchanges on issues related to capital market.
VI. Whistle Blower Policy:
During the Financial Year, there was no such incident that necessitated the Audit Committee to investigate according to the Whistle Blower Policy.
In difference to Section 177 (9) of the Act read with relevant rule 7 of the Companies (Meetings of Board and its powers) rules, 2014 and Clause 49 of the Listing Agreement, the Company has established a Vigil Mechanism overseen by the Audit Committee. This has been uploaded in the Company's website. The link for the same is <http://www.binnyltd.in/images/policies/Whistle_Blower_Policy_Vigil_> Mechanism.pdf
VII. Reconciliation of Share Capital Audit:
Reconciliation of Share Capital audit was carried by a qualified Practicing Company Secretary on quarterly basis for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit inter alia confirms that total issued/paid-up capital is in agreement with the total number of Shares held in physical form and the total number of dematerialised Shares held with NSDL and CDSL.
VIII. Compliance with Clause 49
The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating to Corporate Governance. As regards the non-mandatory requirements, the Company has set up the Remuneration Committee of the Board of Directors, the details of which have been provided under this report. During the year under review, there is no audit qualification in the Company's financial statements.
7. SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES AND JOINT VENTURES
Considering the negative net worth, highly limited usage of the lease hold property and on the basis of fair valuation, the entire shareholding in the subsidiary company has been sold on 25th September 2013. Thereafter, the Company did not have any subsidiary.
The Company does not have any associate/joint ventures.
8. MEANS OF COMMUNICATION:
The Quarterly financial results were published in the dailies "Business Standard" (English) and "Makkal Kural" (Tamil) periodically in accordance with listing agreement.
All vital information of the performance of the Company including Financial Results, Annual Reports of last three years and Shareholding Pattern have been posted on the Company's website www.binnyltd . in.
All material information about the Company is promptly sent through facsimile and E-mail to the Bombay Stock Exchange (BSE), where the Company's share is listed.
9. GENERAL SHAREHOLDER INFORMATION
a) 46th Annual General Meeting:
Date : 30th September 2015
Time : 11.00 a.m
Venue : Kasturi Srinivasan Hall (Mini Hall), The Music Academy New No.168 T.T.K. Road Royapettah Chennai 600 014
b) Financial Year:
The financial year covers the period from April 1 to March 31 every year.
c) Book Closure Date:
24th September 2015 to 30th September 2015 (Both days inclusive)
d) Dividend Payment Date:
No dividend has been recommended by the Board of Directors of the Company.
e) Listing on Stock Exchange:
The Stock Exchange at which the equity shares of the Company is listed and the stock code is:
Name of Stock Exchange
Bombay Stock Exchange Ltd. (BSE)
P. J. Towers, Dalal Street, Fort, Mumbai - 400 001
Scrip Name / Scrip Code 514215
ISIN of Company's equity shares having face value of Rs. 5 each is INE118K01011. The Company has paid till date, appropriate listing fee to the stock exchange where the Company's Equity Shares is listed.
e) Corporate Identification Number (CIN): L17111TN1969PLC005736
f) Tentative Financial Calendar: 2015
Results for the quarter ending June 30, 2015 :Within 45 days from the end of the quarter
Results for the quarter ending September 30, 2015 :Within 45 days from the end of the quarter
Results for the quarter ending December 31, 2015 :Within 45 days from the end of the quarter
Results for the quarter ending March 31, 2016 :Audited Results within 60 days from the end of the quarter
g) Registrar & Share Transfer Agents:
M/s Cameo Corporate Services Limited, Chennai, is Registrar and Transfer Agent for the company providing connectivity with the NSDL / CDSL for demat services, also undertake share transfer in physical format and other related services. Members are requested to send all their communications and documents pertaining to both shares in physical form and dematerialised form to the Registrar at the following address:
M/s CAMEO CORPORATE SERVICES LIMITED
UNIT: BINNY 5TH Floor, Subramanian Building #1, Club House Road, Chennai 600 002 Phone: 044-28460390(5 lines); Fax: 044-28460129 Email: firstname.lastname@example.org
Shri. R D Ramaswamy
Mr. D Narasimhan
Designation: Senior Executive (Shares)
h) Share Transfer System
The share transfer and other requests are processed within 15 days from the date of lodgement, provided the documents are complete in all respects.
The Stakeholders Relationship Committee meet as and when required to consider and approve the transfer, transmission of shares of the Company. The dematerialised shares are transferred directly to the beneficiaries through the depositories. As of March 31, 2015, there are no pending share transfers pertaining to the year under review.
i) Outstanding GDR / ADRs / Warrants or any Convertible Instrument, as on 31st March 2015 :
As on date, the Company has not issued GDRs, ADRs, or any other Convertible Instruments which are pending for conversion
j) Address for communication
Shri. T.Krishnamurthy, Compliance Officer Address : Binny Limited, 1 Cooks Road, Perambur, Chennai 600 012 E-mail : email@example.com
10. Clause 49(II)(E) : CODE OF CONDUCT
The Company's Board of Directors laid down and adopted a Code of Conduct under Corporate Governance for all the Directors and the Senior Management Personnel of The Company. The said Code of Conduct has also been posted on the Company's website.
The Board members and Senior Management Personnel have affirmed their compliance with the Code of Conduct for 2014-15. A declaration signed by the Company's Managing Director to this effect is enclosed at the end of this report.
11. CEO/CFO CERTIFICATION
The Certificate, as required under Clause 49(V) of the Listing Agreement, duly signed by the Managing Director and CFO for the year ended March 31, 2015 was placed before the Board, and the same is provided as Annexure to this report.
12. CERTIFICATION ON CORPORATE GOVERNANCE
As required under Clause 49 of the Listing Agreement, Shri. V. Suresh, Practicing Company Secretary has verified the compliances of the Corporate Governance. We have obtained a Certificate affirming the compliance, and the same is annexed to this Report and forms a part of the Annual Report.