REPORT ON CORPORATE GOVERNANCE
SEBI has introduced a code of Corporate Governance through Clause 49 of the Listing Agreement entered into with the Stock Exchanges. All the mandatory requirements of this Clause have been complied with. A certificate from the Statutory Auditor certifying to this effect has been obtained and attached herein, as stipulated by the Listing Agreement.
1. Company's Philosophy
The Company strives to achieve optimum performance at all levels by adhering to the best corporate governance practices such as:
• Fair and transparent business practices
• Effective management control by Board
• Accountability for performance
• Monitoring of executive performance by the Board
• Compliance of Laws.
• Transparent and timely disclosure of financial and management information
2. Board of Directors Composition of the Board of Directors
Chairman is a non-executive Director besides being a promoter. Non-executive Directors constitute more than 50%. 50% of the Board are Independent Directors. Requirement of Clause 49 on this point is fully complied with.
3. Management Committee
As Board Meetings were held promptly, there was no need for holding Management Committee Meetings during this year.
4. Audit Committee
The Company constituted an Audit Committee in 2002. All the members are non-executive Directors and the Chairman is an independent Director. All the members are independent Directors. The major functions of the Committee are: -
a. To review the financial statements before submission to the Board.
b. To recommend appointment of Auditors and fix their Audit Fees.
c. To review the internal control systems and improvement thereof.
d. The Audit Committee will also consider the suitability of the person whenever any person is proposed to be appointed as Chief Financial Officer.
5. Remuneration Committee
Though this is a Non-mandatory requirement, remuneration Committee has been in existence from 2004. The following non- executive Directors are Members. The Committee is to determine the specific remuneration packages for the executive director including pension rights etc.
Terms of Reference
The remuneration Committee while approving the remuneration shall
• Take into account, financial position of the company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.,
• Be in a position to bring about objectivity in determining the remuneration package while, striking a balance between the interest of the Company and the shareholders.
Remuneration of Directors:
(a) The non-executive Directors are not paid any remuneration except sitting fee for attending Board Meetings or any Committee thereof. Sitting fees are paid in accordance with the Articles of Association and within the maximum amount prescribed by the Central Government. Remuneration by way of sitting fees paid to non-executive Directors during 2013-14.
6. Shareholders' / Investor Grievance Committee
The Shareholders' Grievance Committee is in position to specifically look into shareholders / investors complaints, on transfer of shares, non -receipt of balance sheet, non- receipt of declared dividend etc., and also the action taken by the Company on those matters. The Committee met on 30.05.2013
8. Details of Special Resolutions passed during the last 3 years.
The Company has not passed any special resolution through postal ballot last year. No special resolution is proposed to be passed by postal ballot this year.
Related party transactions are contracts or arrangements made by the Company from time to time with Companies in which the Directors are interested. All these contracts or arrangements were approved in the Board, entered in the Register of Contracts and Agreements in which Directors are interested maintained under Section 301 of the Companies Act, 1956 wherever necessary and the register placed before the subsequent Board Meeting. Such details are furnished in notes on accounts. These are reported to the Audit Committee also.
There was no instance of non-compliance by the Company of any matter relating to the Capital markets during the last three years.
The Company confirms that it has not denied access to any personnel to approach the Audit Committee on any issue. Direct access to the Chairman of the Audit Committee is always available.
No penalty or strictures were imposed on the Company by Stock Exchange or SEBI or any statutory authority during the last 3 years, except what is referred to in the Directors' report.
The Company has laid down definite procedures about risk assessment and their minimization. These procedures are periodically reviewed in the Board.
10. Means of Communication
a. Publication of Results: As per SEBI directives and as per Listing Agreement with Stock Exchange, the quarterly/ half-yearly/ annual financial results of the Company are announced within the stipulated period and are normally published in the following English and Tamil newspapers published from Chennai city.
b. News, Release etc., : The Company has its own website www.dharanifinance.in and all vital information relating to the Company and its performance including financial results, press releases pertaining to important developments, performance updates and corporate presentations etc., are regularly posted on the website.
c. The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" to allow paperless compliances by the Corporate sector. After introducing E-filing of various Returns through the MCA portal, MCA by its Circular dated 21.04.2011 has now made permissible the service of documents through electronic mode to shareholders
As a responsible corporate citizen, the Company shall endeavour to support the Green Initiative of the Government, with the active support and co-operation of shareholders.
The Company has attached a separate format to its shareholders to send an email confirmation to its designated ID email@example.com mentioning the name, DP/Customer ID or Folio No. and the Email ID of the Shareholder for communication.On this confirmation,
i. The Company would henceforth send all Notices, Annual Report and other communication to these shareholders through Email.
ii. Copies of same would be available under the 'investor section' of our websites www.dharanifinance.in
iii. Shareholders will at all times be entitled to receive free of cost, hard copy (paper version) of Annual Report and other communication on specific request.
iv. Shareholders are at liberty to change their instructions from time to time.
The Company earnestly appeals to all its share holders to support the Green Initiative of the Government by opting for electronic mode of receiving our corporate communications including the Annual Reports.
11. Management Discussion and Analysis
Included as part of the Directors' Report.
12. Insider Trading
The code of conduct for prevention of Insider Trading as suggested under the SEBI (Prohibition of Insider Trading) Regulations, 1992 introduced with effect from 25.11.2002. is in force. The Company Secretary has been designated as the Compliance Officer for this purpose. The Board monitors the adherence to the various requirements as set out in the code. No violation of the code has taken place during the year.
13. Non Mandatory Requirements
a) Remuneration Committee has been constituted.
b) The Board is of the opinion that the other requirements like Whistle Blower Policy, Training of Directors, and evaluation of Directors and their tenure, can be introduced as and when considered necessary.
14. General Shareholders' information
I. Time, Date and Venue of Annual General Meeting
25th September 2014 at 10.00 A.M Mini Hall, Narada Gana Sabha, New No. 314 TTK Road, Alwarpet, Chennai 600 018
ii. Financial Year : April 2013 - March 2014
iii. Date of Book Closure : 20th September 2014 to 25th September 2014 (both days inclusive)
iv. Listing on Stock Exchange : Bombay Stock Exchange
v. Stock Code
Bombay Stock Exchange - : 511451
vi. Market Price Data High/Low during each month of the Financial year : Bombay Stock Exchange
vii. Share Transfer System
The Company's shares are listed at Bombay Stock Exchange and M/s Cameo Corporate Services Limited, Chennai are the Share Transfer Agents. Share Transfers are effected once in 15 days.
Their address is: M/s Cameo Corporate Services Limited Subramanian Building, No.1 Club House Road Chennai 600 002 Phone Nos. : 044- 28460390/718 Fax No. : 044 - 28460129, Email : firstname.lastname@example.org, email@example.com
ix. Unclaimed Dividend
Pursuant to Section 205 A of the Companies Act, 1956, dividend remaining unpaid or unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund of the Central Government and no claim shall lie on same thereafter. Reminders for unpaid dividend are sent to the shareholders as per records every year.
MCA by notification GSR 352 (E) dated 10.05.2012 has stipulated publication of details of unclaimed/ unpaid dividend in the Company website and MCA website. This is will enable investors track unclaimed dividend by checking the status online and real time. Our company has already uploaded the requisite details that will get updated every year within 90 days of Annual General Meeting.
x. Transactions entered into by Non-Executive Directors.
There were no transactions between Non Executive Directors and the Company during this period.
xi. Dematerialisation of Shares.
The Company's Equity Shares have already been dematerialised. The ISIN No. allotted is INE899D01011. Those desirous of converting their holdings into electronic form may do so by opening an account with a Depository Participant and sending a request for dematerialisation of their shares. Trading of equity shares in the stock exchanges will be done only in dematerialised form.
xii. Nomination Facility.
Individual shareholders can 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 the shareholder. A minor also can be a nominee but the name of the guardian has to be given in the nomintion form. In case, any assistance is needed, Share Department of the Company can be approached
xiii. The CEO and CFO has furnished the required Certificate to the Board of Directors, as provided in Para V of Clause 49.
XIV. Affirmation of compliance with the Company's Code of Conduct - Clause 49 D (ii)
The CEO hereby declares that all the Board Members and Senior Management have affirmed compliance with the code of conduct laid down by the Board.
XV. Compliance Officer
Mr N Subramanian, Company Secretary and President (Corporate Affairs) is the Compliance Officer under SEBI (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 and under Clause 47 of the Listing Agreement with Stock Exchanges. His email ID is firstname.lastname@example.org