Corporate Governance Report for the year ended on 31st March 2015
1 Company Philosophy:
We believe that good corporate Governance is essential to achieve long-term corporate goals and to enhance stockholders value. Our Company is a listed company on the Bombay Stock Exchange & National Stock Exchange, Mumbai. The Company has complied with in all material respect with the features of corporate governance as specified in the Listing Agreement. The securities are being regularly traded at both Stock Exchanges BSE & NSE, Bombay.
3 Committees Of The Board.
(a) Audit Committee
The Audit Committee continued working under Chairmanship of Shri K K Taneja with Shri G C Narang and Smt. Pooja Kapur as co-members. Sh. V K Mehta is Permanent Invitee. During the year, the committee met on 4 occasions ie. On 30.05.2014, 14.08.2014, 14.11.2014 & 13.02.2015.
The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:
Financial Reporting and Related Processes
• Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.
• Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval.
• Review of financial and operational performance.
All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
(c) Nomination & Remuneration Committee
In compliance with Section 178 of the Companies Act, 2013, the Board has already constituted "Nomination and Remuneration Committee".
The terms of reference of the Committee include the following:
• Identifying potential individuals for appointment as Directors, Key Managerial Personnel and to other Senior Management positions;
(d) Corporate Social Responsibility (CSR)
The Company is now registered with Board for Industrial & Financial Reconstruction (BIFR) and seeking revival being a Sick Company. The Board does not expect any quick turn around in near future considering the huge Losses & in consequence wiping out of its reserves. So your Company will not be able to afford any expenses on account of Corporate Social Responsibility. However, your Company is committed to discharge its Social obligations otherwise within its own means.
(e) Risk Management Committee - Mandatory Committee
Since our operation are on a limited Scale and the whole system of running the company is not fully operational, your Committee has directed Senior Managerial Personnels of the Company to keep a strict vigil in day to day operations and constant upgradation of standard operating procedures to minimise loss / fraud / risk in the Company. It includes right from procurement of Raw Materials and till realisation of receiveables. However, with the improvements in the finances, further due actions will be taken accordingly. Risk Management Committee is consisting of three members viz. Sh. K K Taneja, Sh. G C Narang & Sh. S M Khorana. Only one meeting was held at which the Committee has authorised senior personnels to look after the affairs on its behalf.
(f) Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".
All the transfers of Equity Shares and other issues pertaining to the Shareholders were effected, within the given timeframe as prescribed, of lodgment of request, if complete in all respect.
Ms. Pooja Kapur is the Chairperson and Sh. Manish Rai, Company Secretary is the Compliance Officer.
Independent Directors' Meeting
During the year under review, the Independent Directors met on March 31, 2015, inter alia, to discuss
• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.
As the Company has been registered with BIFR, reasonable assessment was carried out individually and Board as a whole and it was found reasonable in the present circumstances.
(a) Materially Significant related party transactions
The Company is seeking approval for effecting transaction under this head as mentioned in the notice of the Annual report.
(b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years.
Due to late submission of Balance Sheet for the FY 13-14, NSE and BSE has imposed fine on the Company.
Compliance with Accounting Standards
In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.
The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances.
The Managing Director has issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.
Code of Conduct
The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Company believes in "Zero Tolerance" to bribery and corruption in any form.
Prevention of insider Trading
Your Board has ensured non-dissemination of any unpublished price sensitive information pertaining to the Company till it is officially disclosed & prohibits any dealing in equity shares either by directors or employees. All Directors and the designated employees have confirmed compliance with the Code.
5. Non-Mandatory requirements
The Company has not adopted the non-mandatory requirements as specified in Annexure 1D of clause 49 of the Listing Agreement.
Means of Communication i) Quarterly Results
The Company published its quarterly results regularly in national dailies both in English and Hindi.
More information about the Company & its financials are available at its Website www.clutchauto.com
iii) Annual Report
Audited annual accounts along with Auditors' & Directors' Report (including Corporate Governance Report) are circulated to members and other entitled thereto.
6) General Shareholders Information
i) 44th Annual General Meeting
Day & Date: Wednesday, 30th September, 2015
Time : 10.00 A.M.
Venue: 143, Swaran Park, Mundaka, New Delhi - 110041
ii) Financial Year :
01.04.2014 to 31.03.2015
iii) Book Closure Dates:
24th September, 2015 to 30th September, 2015
(iv) Dividend Payment Date:
No dividend for the financial year 2014-15 was declared due to losses.
Listing on Stock Exchanges
Name & Address of the Stock Exchanges
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001
Stock Code/Scrip Code :505052
ISIN Number for NSDL/CDSL (Dematerialised share) :INE779 B01 019
The National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051
Stock Code/Scrip Code :CLUTCH AUTO
ISIN Number for NSDL/CDSL (Dematerialised share) :INE779 B01019
The Company is in the process of paying the requisite Listing Fees to both the Stock Exchanges.
Nomination facility for shareholding
As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the Company. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.
Permanent Account Number (PAN)
Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.
a. Payment of dividend through National Electronic Clearing Service (NECS) Company is since incurring huge losses, no dividend is declared by the Company.
b. Unclaimed Dividends
There is no unclaimed dividend.
vi. Pending Investors' Grievances
Any Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to the Company Secretary and Head Compliance at the Registered Office with a copy of the earlier correspondence.
There were no outstanding grievance of investors as on 1.4.2014 and two grievances received from Shareholders were resolved during the year under report.
vii. Reconciliation of Share Capital Audit
As per the requirement of Listing agreements and SEBI quarterly audit of the Company's share capital as done by a practising Company secretary has been submitted within prescribed days of the end of the each quarter and also placed before Stakeholders' Relationship Committee and the Board of Directors.
Financial Calender 2015-16 (tentative)
First Quarter Results : on 14th August 2015
Second Quarter Results : Before 14th November, 2015
Third Quarter Results : Before 15th February, 2016
Audited Results for the year : Before 30th May, 2016
Dividend Payment Date : N/A
Registered Office : 2E/14, First Floor, Jhandewalan Extn., New Delhi
Registrar and Share Transfer Agents
M/s. MAS Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi - 110 020.
Tel. 91-11-2638 7281-83. Fax 2638 7384, E-Mail: email@example.com
Registered Office: Secretarial Department Clutch Auto Limited
2E/14 (First Floor), Jhandewalan Extn., New Delhi - 110 055. Telefax: (011) 23683548
Plant Location: Clutch Auto Limited
SP2/ 173-174, RIICO Industrial Area, Kaharani Bhiwadi
Distt. Alwar (Rajasthan)
e-mail - firstname.lastname@example.org
For and on behalf of the Board of Directors
Vijay Krishan Mehta
Place: New Delhi