1. COMPANY'S PHILOSOPHY
Corporate Governance is system of rules, practices and processes by which the Company is directed and controlled. It also ensures transparency and fairness in all transactions. The driving forces of Corporate Governance are its core values -Belief in people, Entrepreneurship, Customer Orientation and the Pursuit of Excellence. The Company believes in having high standard of corporate behavior towards everyone we work with. The Company is taking into account of stakeholders' interest before making any business decision.
2. BOARD OF DIRECTORS
The Board Comprises of One Executive Director and Six Non-Executive Directors including Three Independent Directors. The Board of Directors meets at regular intervals. The Board members possess requisite skills, experience and expertise that are required to take decisions, which are in the best interest of the Company. Board meetings are generally Chaired by Shri.N.Tarachand Dugar. Policy formulation, evaluation of performance and control functions vest with the Board.
3. BOARD MEETINGS AND BOARD COMMITTEE MEETINGS
The Board of Directors has constituted four committees, namely Audit Committee, Stakeholder's Relationship Committee, Nomination and Remuneration Committee The Board is authorised to constitute additional functional Committees from time to time depending on business needs.
The Board meetings of the Company are usually held at the Chennai office of the Company at Dugar Towers, No. 123, Marshalls Road, Egmore, Chennai, 600008. The Company has minimum of four pre-scheduled board meetings in a year. Additional Board meeting are conveyed by giving appropriate notice to address the Company's specific needs.
During the year 06 (Six) meetings of the Board of Directors were held. The Details of board meetings are given below:
A) AUDIT COMMITTEE
The Audit Committee of the Company comprises of three Independent Directors. The Audit Committee met five times during the financial year 2014 - 2015 i.e on 27.05.2014,31.07.2014,22.08.2014,31.10.2014 and 30.01.2015. Attendance and other details of the Audit Committee are as follows:
All the members are financially literate and having accounting and financial experience. The Audit Committee reviews the financial statements before submission to the board, recommends appointment or removal of Auditors and areas which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the listing agreement.
B) STAKE HOLDERS' RELATIONSHIP COMMITTEE
The Stake Holders' Relationship Committee (Share Transfer Committee) of the Company comprises of three Independent Directors. The Committee met Eight (08) times during the financial year 2014 - 2015. i.e on 21.04.2014,10.06.2014, 21.07.2014,30.08.2014,20.10.2014,29.11.2014,20.02.2015 and 10.03.2015.
The Committee overseas and reviews all matters connected with the transfer of the Company's Securities, approves issue of duplicate share certificates, monitor's investors' grievances like non-receipt of dividend, non-receipt of Annual Report, change of address etc and perform such other functions as may be necessary. During the year the Company received four complaints from investors and replied to the satisfaction of the Investors. One Investors complaint was pending on 31st March, 2015.
C) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company comprises of three Independent Directors. Shri.D.Karunanidhi (Chairman), Shri. Gouthamchand (Member) and Shri. Prakashchand Pramodh (Member). Two Committee meeting were held during the financial year 2014 - 2015.
The Committee was constituted to determine and recommend payment of remuneration to executive directors. The committee shall also identify the persons, who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the board their appointment/removal and to carry out evaluation of directors' performance and perform such other functions as may be necessary.
4. REMUNERATION OF DIRECTORS
The Company has one Executive Director.
The Executive Directors are not paid any sitting fees for Board Meetings or Committee Meetings attended by them.
Remuneration paid to Non-Executive Directors (including Independent Directors) are fixed by the Board and the Compensation is within the limits prescribed under the Companies Act, 2013. None of the Independent Directors of your company have any pecuniary relationship or material transactions with the Company except for Sitting Fees paid to them for attending Board Meetings and Board Committee Meetings.
7. WHISTLE BLOWER POLICY
Your Company has established whistle blower policy as per Companies Act, 2013 and Clause 49 of the listing agreement. The Board of Directors of the Company have formulated and adopted Whistle Blower Policy which aims to provide a channel to the Stake holders (Including directors and employees) to report unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The mechanism provides adequate safeguards against victimization of Directors and employees to avail the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. Your company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
8. MEETING OF INDEPENDENT DIRECTORS
During the year, meeting of Independent Directors (without the presence of Executive Directors) was held on March 30, 2015 to review the performance of the Board as a whole on the parameters of effectiveness and to access the quality, quantity and timeliness of flow of information between the Company Management and the Board
9. RECONCILATION OF SHARE CAPITAL AUDIT
Share Capital Audit was conducted by a Company Secretary in Practice, reconciling the issued and listed capital of the Company. The audit confirms that the total paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
10. MEANS OF COMMUNICATION
Quarterly Results: The Company's quarterly results are published in "Trinity Mirror" and "Makkal Rural" and are displayed in Company's website (www.dhdlindia.com )
Official News Releases: Official News Releases are sent to stock exchanges.
Presentation made to institutional investors/analysts: During the year no presentations has been made to institutional investors/analysts.
Website: The Company's website (www.dhdlindia.com ) contains a separate dedicated section "Investor Info" where shareholders' information is available.
11. DISCLOSURES Related Party Transactions:
There were no related party transactions during the year.
Compliances by the Company:
The Company has complied with all the requirements of the listing agreement of the stock exchanges as well as regulations and guidelines of SEBI. No penalties have been levied/strictures been imposed on the Company in the last three years by Stock Exchanges, SEBI and other statutory authorities.
Code of Conduct for Directors and Senior Management
The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is posted on the Website of the Company.
Shri.T.Padam Dugar, Whole-time Director of the Company has certified to the Board with regard to the Compliance made by them in terms of Clause 49(V) of the Listing Agreement and the Certificate forms part of Annual Report. The Company has complied with all mandatory requirements of Clause 49 of listing agreement.
12. GENERAL SHAREHOLDERS' INFORMATION
Annual General Meeting (Date and Time)
30th September 2015:10.00AM
Sapphire Hall, The Presidency Club, 51, Ethiraj Salai, Egmore, Chennai, 600008, Tamil Nadu, India
Book Closure Date
24th September, 2015 to 30th September, 2015 (both days inclusive)
Date of Payment of Dividend
Rate of Dividend
Listing of Equity Shares
Bombay Stock Exchange(BSE)
BSE Stock Code
Corporate Identification Number (CIN)
01st April to 31st March
FINANCIAL CALENDAR (Tentative)
30th June 2015 2nd/3rd Week of August 2015
30th September 2015 2nd / 3rd Week of November 2015
31st December 2015 2nd / 3rd Week of February 2016
31st March 2016 End of May 2016
13. PAYMENT OF LISTING FEE
The Company's Securities are listed with BSE Ltd. Annual Listing Fees for the year 2015 - 2016 has been paid by the Company to BSE.
18. REGISTRARS AND SHARE TRANSFER AGENTS
M/s.Cameo Corporate Services Limited is the Registrars and Share Transfer Agents of the Company. All maters connected with Share Transfer, Transmission, Change of address, duplicate share certificates and other related matters are handled by the share transfer agent.
M/s.Cameo Corporate Services Limited, "Subramanian Building" No.1, Club House Road, Chennai, 600002. Phone No.044-28460390-94,
Email Id: firstname.lastname@example.orgemail@example.com
19. SHARE TRANSFER SYSTEM
The Shares received for transfer in physical mode are registered within 15days of receipt of the document (if it is in order) and returned to the transferees immediately thereafter. The Share Transfers are approved by the Share Transfer Committee (Stakeholders' Relationship Committee) which meets as and when required.
20. DIVIDEND DECLARED FOR LAST 10 YEARS: Nil
21. UNCLAIMED DIVIDEND AMOUNTS
Pursuant to the provisions of Section 123 of the Companies Act, 2013 the dividend which remained unclaimed for a period of Seven (7) years from the date of transfer to the unpaid dividend account is required to be transferred to the "Investor Education Protection Fund" (IEPF) account established by the Central Government along with the shares in respect of which unpaid or unclaimed dividend has been transferred to EPF account. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company (www.dhdlindia.com ). Members who have not so far encashed their dividend warrant(s) are requested to seek revalidation of dividend warrants in writing to the Company immediately.
22. SEBI COMPLIANTS REDRESSAL SYSTEM (SCORES)
During the year 4 complaints were received. All were addressed and resolved in time.
23. COMPLIANCE CERTIFICATE ON COPROATE GOVERANCE FROM AUDITORS
Certificate from the Statutory Auditor's of the Company M/s.Krishnakumar & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement is attached to this report.
24. COMPLIANCE WITH CODE OF CONDUCT
The Company has in place a code of conduct applicable to the board members as well as Senior Management and that the same has been hosted on the Company's website. The members of the Board and Management Personnel affirmed that they have complied with the Code of Conduct for the financial year 2014 - 2015.
25. CODE FOR PREVENTION OF INSIDER TRADING
In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, the company has instituted a Code of Conduct for prohibition of insider trading in the Company's shares
26. COMPLIANCE OFFICER DETAILS AND ADDRESS FORCORRESPONDANCE
Shri.T.Padam Dugar, Compliance Officer
Registered Office:: "Dugar Towers" 123 Marshalls Road, Egmore, Chennai, 600008. Phone No. 044-28587878, email: firstname.lastname@example.org
By order of the Board of Directors
For DUGAR HOUSING DEVELOPMENTS LIMITED
Sd/- N.Tarachand Dugar
Sd/- T.Padam Dugar
Whole-time Director (DIN-01735878)
Date : 31.08.2015