CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company believes in transparent dealings and integrity and compliance of rules and regulations. The Company firmly believes that good corporate governance is pre-requisite to meet the stakeholders' requirements and needs. The mandatory requirements of the code of Corporate Governance as per clause 49 of the listing agreement have been implemented by your Company.
BOARD OF DIRECTORS
The Board of Directors comprises of Mr. A. R. Coutinho as Managing Director, Mr. Manoj Naginlal Jain as Executive Director and Mrs. Swati Panchal as Independent Director.
The number of Directorships, Committee Memberships/ Chairmanships of all Directors is within respective limits prescribed under the Companies Act, 2013 and Listing Agreement.
Appointment and Tenure
The Directors of the Company are appointed by Members at the General Meetings. In accordance with the Articles of Association of the Company, all Directors, except the Managing Director and Independent Directors of the Company, step down at the Annual General Meeting each year and, if eligible, offer themselves for re-election. The Managing Director of the Company is appointed for a term of five years
as per the requirement of the statute. The Executive Directors on the Board serve in accordance with the terms of their contract of service with the Company.
As regards the appointment and tenure of Independent Directors, following is the policy adopted by the Board:
• The Company has adopted the provisions with respect to appointment and tenure of Independent Directors which are consistent with the Companies Act, 2013 and Listing Agreement.
• The Independent Directors will serve a maximum of two terms of five years each.
• The Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by provisions of the Companies Act, 2013.
Our definition of 'Independence' of Directors is derived from Clause 49 of the Equity Listing Agreement and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, all Non-Executive Directors other than the Chairman are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions by circulation, as permitted by law, which is noted and confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and the Chief Financial Officer of the Company.
During the period ended 31st March 2015, 6 (Six) Board Meetings were held on the following dates: 29/05/2014, 30/07/2014, 04/08/2014, 01/09/2014, 30/10/2014 and 30/01/2015. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.
The Nomination and Remuneration Committee of the Company approved an Evaluation Policy during the year, which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis and the same will be facilitated by an independent consultant once in three years.
During the year, the first Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and
Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgment.
The results of the Evaluation were shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the Evaluation, the Board and Committees have agreed on the action plan to improve on the identified parameters.
Code of Conduct
The Board has laid down a code of conduct for Board members and senior management staff of the Company. The Board members and senior management staff have affirmed compliance with the said code of conduct.
COMMITTEES OF THE BOARD
The purpose of Audit Committee is to assist the Board of Directors (the "board") in reviewing the financial information which will be provided to the shareholders and others, reviewing the systems of internal controls which the management and board have established, appointing, retaining and reviewing the performance of statutory auditors and overseeing the Company's accounting and financial reporting processes and the audits of the Company's financial statements. Terms of Reference:
The Company has an audit committee as envisaged in the listing agreement. The terms of reference of audit Committees broadly are as under:
(a) To hold periodic discussions with the statutory auditors and internal auditors of the Company concerning the financial reports of the Company, internal control systems, scope of audit and observations of the auditors/internal auditors;
(b) Discussion with internal auditors on significant audit findings and follow up thereon;
(c) To review compliance with internal control systems;
(d) To review the quarterly, half yearly and annual financial results of the Company before submission to the Board
(e) To make recommendations to the board on any matter relating to the financial management of the Company, including the audit report;
(f) Recommending the appointment/reappointment of statutory auditors and fixation of their remuneration;
(g) To review the annual plan and budget before submission to the board.
The Committee met during the period ended 31st March, 2015. The details of which are provided below: 29/05/2014, 30/07/2014, 09/10/2014, and 30/01/2015
The terms of reference of the Committee briefly includes review of quarterly and Annual financial statements, the statutory Auditor's Report on the financial statements, Internal audit reports, internal controls, Accounting policies and to generally interact with the Internal Auditors and Statutory Auditors.
Internal Controls and Risk Management
Every quarter, the Audit Committee of the Board is presented with key control issues and actions taken on the issues highlighted in previous report.
Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans.
During the year, on the recommendation of the Audit Committee, the Board of Directors appointed Mr. Dharmesh Solanki, Chartered Accountant the Internal Auditor of the Company.
Share Transfer Committee
a) Terms of reference:
The Committee was constituted to specifically look into the redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend.
Risk Management Committee
The role of Risk Management Committee is as follows:
• Implementation of Risk Management Systems and Framework;
• Reviewing the Company's financial and risk management policies;
• Assessing risk and minimizing the procedures;
• Framing, implementing and monitoring the risk management plan for the Company.
During the Financial Year ended 31st March, 2015, the Committee met once on 19th March, 2015.
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. One meeting of the Committee was held during the year on 11th April, 2014. The composition of the Remuneration Committee is as follows:
Nomination and Remuneration Committee
The Company has constituted a Remuneration Committee with terms of reference to evaluate compensation/commission and benefits for Directors and to frame policies and procedures for Stock Option Plans as approved by the shareholders. This Committee also acts as Nomination Committee and Compensation Committee.
a) The composition of the Remuneration Committee is as follows
SECRETARIAL STANDARDS AND SECRETARIAL AUDIT REPORT
The Company has undertaken Secretarial Standards Audit for the year 2014-15 for audit of secretarial records and procedures followed by the Company in compliance with relevant Secretarial Standards issued by the Institute of Company Secretaries of India, which were recommendatory in nature and Company voluntarily decided to adhere to the same. The Secretarial Standards Audit Report is part of this Annual Report.
The Company has also undertaken Secretarial Audit for the year 2014-15 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and
Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report is part of this Annual Report.
General Information for Members
(i) Annual General Meeting - The 35th Annual General Meeting of the Company will be held on 30/09/2015 at 10.00 AM at 9, Botawala Building, 3rd Floor, 11/13, Horniman Circle, Fort, Mumbai -400001.
(ii) Financial Calendar & Announcement of Financial Results
First Quarter Results Declared : Last Week of July, 2014
Second Quarter Results Declared : Last Week of October, 2014
Third Quarter Results Declared : Last Week of January, 2015
Fourth Quarter Results Declared : Last Week of May, 2015
(iii) Book Closure date : 24th September, 2015 to 30th September, 2015 (both days inclusive)
(iv) Dividend payment date : Not Applicable
(v) (i) Listing of Equity Shares : BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Fort, Mumbai-400001
(ii) Listing fees is duly paid to the BSE Ltd. as per listing agreement.
(vi) (i) Scrip Code for BSE : 504340
(ii) ISIN Numbers in NSDL & CDSL: INE180M01025 for Equity Shares (Post Sub-Division)
INE 180M01017 for Equity Shares (Pre Sub-Division)
(vii) Registrar & Transfer Agents and Share Transfer System
All documents, transfer deeds, demat requests and other communication in relation thereto should be addressed to the Registrar and share Transfer Agent at its following address:
PURVA SHAREREGISTRY (INDIA) PRIVATE LIMITED
9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel (E), Mumbai: 400 011 Tel: 91-22-2301 6761/8261 Fax: 91-22-2301 2517 www.purvashare.com email@example.com
Share transfers in physical form are processed within about 2 weeks from the date of receipt of the valid and completed documents.
(viii) Investor Relation Officer: Mr. Manoj Jain
(ix) Share Transfer System as per Listing Agreement and the Companies Act, 2013
Share transfer requests received in physical form are registered within 30 days from the date of receipt and Demat requests are normally confirmed within an average period of 10 days from the date of receipt
(xii) Dematerialisation of Shares
As on 31 March, 2015, 99.99% of the Company's Shares representing 102487500 Share were held in dematerialized form and the balance 12500 Shares were held in physical form.
(xiii) Investor Correspondence:
For transfer / dematerialisation of shares payment of dividend on shares, interest and redemption of debentures, and any other query relating to the shares and debentures of the Company.
(xiv) Nomination Facility:
Individual Shareholders can now avail of the facility of nomination. The nominee shall be the person in whom all rights of transfer and/or amount payable in respect of the shares shall vest in the event of the death of shareholder(s). A minor also can be a nominee provided the name of the guardian is given in the Nomination Form. The facility of nomination is not available to non-individual shareholders such as Bodies' Corporate, Financial Institutions, Karta's of Hindu undivided families and holders of Power of Attorney.
(xv) Green Initiative
The Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular No. 17/2011 dated 21st April, 2011 and Circular No. 18/2011 dated 29th April, 2011 has allowed companies to send Annual Report comprising of Balance Sheet, Statement of Profit and Loss, Directors' Report, Auditors' Report and Explanatory Statement etc., through electronic mode to the registered e-mail address of the members. Keeping in view the underlying theme and the circulars issued by MCA, we propose to send future communications in electronic mode to the e-mail address provided by you to the depositories and made available by them being the registered address. By opting to receive communication through electronic mode you have the benefit of receiving communications promptly and avoiding loss in postal transit. Members who hold shares in physical form and desire to receive the documents in electronic mode are requested to provide their details (name, folio no, e-mail id) on the Company's e-mail address
viz. firstname.lastname@example.org Members who hold shares in electronic form are requested to get their details updated with the respective Depositories
PURVA SHAREREGISTRY (INDIA) PRIVATE LIMITED
9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel (E), Mumbai: 400 011 Tel: 91-22-2301 6761 / 8261, Fax: 91-22-2301 2517, www.purvashare.com email@example.com
Any other query: REGISTERED OFFICE
9, Botawala Building, 3rd Floor, 11/13, Horniman Circle, Fort, Mumbai 400001 firstname.lastname@example.org