1.COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The basic philosophy of corporate governance in the company is to attain excellence in the operation keeping in view the interests of all the stake holders Company is committed to achieving the high standards of corporate governance. Company believes that all its operations and acts should serve the underlying goal of enhancing overall stakeholders' value, over a sustained period of time.
2.BOARD OF DIRECTORS:
Composition and Functions:
The Board at present consists of 5 Directors with considerable professional experience and expertise in various fields. The Board of Directors has the ideal composition with more than half the directors being non- executive directors. The Board's composition meets the stipulated requirement of at least one - half of the Board comprising independent directors.
None of the non-executive directors have any pecuniary relationship or transactions with the Company.
The number and dates of the Board Meetings held during the year under review:
Board Meetings were held during the financial year 2014-2015 on the following dates: 29/05/2014, 11/08/2014, 01/09/2014, 14/11/2014, 13/02/2015 & 31/03/2015.
During the year under review the time gap between any two consecutive meetings did not exceed four months.
The details of the attendance of directors at meetings of the Board and annual general meeting, held during the year (April 2014 to March 2015), along with the details of Committee memberships and their other directorships are furnished below:
CODE OF BUSINESS CONDUCT AND ETHICS
The Company has adopted a Code of Business Conduct and Ethics (the 'Code'), which applies to all senior management personnel, and Directors of the Company. It is the responsibility of all senior management personnel and Directors to familiarize themselves with this Code and comply with its standards.
The Code of Business Conduct and Ethics have been posted on the Company's website - www.capricornsys-global.com.
1. AUDIT COMMITTEE:
Composition, Names of Members & Chairperson and terms of reference
The Audit Committee ofthe Board comprises of 3 Non-Executive Independent Directors and 1 Non Independent Director. Sri Anand Deshmukh is the Chairman of the Audit Committee.
Powers of the Audit Committee:
a.To invite such of the executives, as it considers appropriate (and particularly the head of finance function) to be present at the meetings of the Committee,
b.To investigate any activity within its terms of reference,
c.To seek information from any employee
d.To obtain outside legal or other professional advice, and
e.To secure attendance of outsiders with relevant expertise if considered necessary.
Terms of Reference of the Audit Committee:
1.Overseeing 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 auditor and the fixation of audit fees.
3.Approval of payment to statutory auditors for any other services rendered by them.
4.Appointment, removal and terms of remuneration of internal auditors
5.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 the financial statements;
f.Disclosure of any related party transactions;
g.Qualifications in the draft audit report.
6.Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval.
7.Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
8.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.
9.To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
10.Discussions with internal auditors on any significant findings and follow up thereon.
11.Reviewing internal audit reports and adequacy of the internal control systems.
12.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.
13.Reviewing management letters / letters of internal control weaknesses issued by the statutory auditors. Discussion with internal auditors any significant findings and follow up there on.
14.Reviewing 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.
15.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.
16.To review the functioning of the whistle blower mechanism, when the same is adopted by the Company and is existing.
17.Carrying out any other function as may be statutorily required to be carried out by the Audit Committee. 6 meetings were held during the year.
The Remuneration Committee was consists of Mr. G. Ramesh Babu as chairman , Sri Anand Deshmukh and Sri K. V. Srinivasa Rao as the Members.. The powers and duties of the remuneration committee are:
i.To review, assess and recommend the appointment of Executive and Non Executive Directors from time to time;
ii.To periodically review the remuneration package of the Executive Directors and recommend suitable revision to the Board;
iii.To recommend compensation to the non executive directors in accordance with the Companies Act, 1956
iv.To consider and recommend Employee Stock Option Scheme, if any, from time to time and to administer and superintend the same.
The remuneration committee did not meet during the year. Excepting the Managing Director , None of the other Directors receive any remuneration.
3.SHAREHOLDERS AND INVESTORS GRIVEANCE COMMITTEE:
The committee comprises 2 directors, Mr. S. Man Mohan Rao is Chairman and Sri. K.V. Srinivasa Rao as memberThe committee , inter alia, approves issue of duplicate share certificates and oversees and reviews all matters connected with the securities transfer. The Committee also looks into redressing of shareholders/investor's complaints like transfer of shares, non-receipt of balance sheet, etc. The committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement of the quality of investors' services.
The Company has not received any complaints from the shareholders during the year. Name and designation of the compliance officer : D. Madhav Rao, Compliance Officer CEO CERTIFICATION:
As required by Clause 49 of the Listing Agreement, the Managing Directors certification is provided elsewhere in the Annual Report.
4.AUDITORS' CERTIFICATION ON CORPORATE GOVERNANCE:
As required by Clause 49 of the Listing Agreement, the Auditors' certification is provided elsewhere in the Annual Report.
Capricorn Systems Global Solutions Limited
5. COMPLIANCE WITH NON-MANDATORY REQUIREMENTS OF CLAUSE 49 OF THE LISTING AGREEMENT:
The Company is presently complying only one non mandatory requirement enumerated in the provisions of Clause 49 of the listing agreement i.e., constitution of remuneration committee.
Number of shareholders complaints received:
Number not solved to the satisfaction of shareholders: NIL
Number of pending share transfers: No Pending share transfers as on 31st March, 2014
Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large. Details of related party transactions have been disclosed under Note 12 on Schedule 21 on the financial statements. There are no transactions, which may have potential conflict with the interests of the Company at large.
Details of non-compliance by the Company, penalties, and strictures 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
No penalties have been 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.
8.MEANS OF COMMUNICATION:
No half-yearly reports were sent to the shareholders. Quarterly results are published in Business Standard (in English) and Andhra Prabha (in Vernacular Language) The results of the Company are displayed on www.capricornsys-global.com
Management Discussion and Analysis forms part of the Annual Report and is provided elsewhere in this report.
9.GENERAL SHAREHOLDER INFORMATION:
A. Details of the ensuing Annual General Meeting
Time: 11.00 AM
Venue: # 8-2-293/82A/408A, Plot No. 408A, Road No. 22A, Jubilee Hills, Hyderabad - 500 033
B. Financial Calendar: 1st April, 2015 to 31st March, 2016
1st Quarterly : August 2015
Half Yearly : November 2015
3rd Quarter: February 2016
4th Quarter: May 2016
C. Date of Book Closure:24th September, 2015 to 30th September, 2014 (both days inclusive).
D.Dividend Payment Date:
No Dividend is recommended for the financial year 2014 - 2015
E.Listing on Stock Exchanges and Stock code:
The shares of the Company are listed on The Bombay Stock Exchange Limited, Mumbai and the Stock Code is 512169.
G. Performance in comparison to broad-based indices such as BSE Sensex:
H .Registrar and Transfer Agents:
Venture Capital and Corporate Investments Limited is the Registrar and Share Transfer agents of the Company. For any queries regarding transfer of shares and demat of share, shareholders may contact:
I.Share Transfer System:
Pursuant to the appointment of Venture Capital and Corporate Investments Private Limited as Common Agency for undertaking Company's electronic and physical share registry work, all the requests for share transfers received by the Company are sent to the Registrar. Similarly some of the shareholders send the requests for share transfers directly to the Registrar.
Normally the shares, without any technical objections, are transferred and the certificates are sent to the shareholders within 30 days from the date of receipt of the request. The requests, which contain technical objections are rejected and rejection letters along with the requests are sent to the shareholders within 15 days from the date of receipt of the request.
K. Dematerialization of shares and liquidity:
Name of Demat Registrars:
Venture Capital and Corporate Investments Pvt. Limited 12-10-167 Bharat Nagar Colony Hyderabad - 500018 Tel: 040-23818475 / 76 Fax: 91-40-23868024 email: firstname.lastname@example.org
International Securities Identification Number (ISIN): INE968E01012
The Company has entered into Agreements with NSDL and CDSL, and as on 31.03.2015, 31,67,500 Equity Shares have been dematerialized, constituting 79.99% of the total equity. As per the directives of Securities and Exchange Board of India (SEBI), the Company's shares are covered under the compulsory dematerialization list and are transferable through the depository system.
Registered Office and Address for correspondence: Compliance Officer
# 8-2-293/82A/408A, Plot No. 408A, Road No: 22A, Jubilee Hills, Hyderabad - 500033 Tel & Fax : 040-23547889 email : email@example.com Development Centre:
# 8-2-293/82A/408A, Plot No. 408A, Road No: 22A, Jubilee Hills, Hyderabad - 500033
L. Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity:
The Company has not issued any GDRs, ADRs/ warrants or any convertible instruments.
Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant (DP)