REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY
The Company believes in adopting best practices in the area of corporate governance and follows the principles of full transparency and accountability by providing information on various issues concerning the Company's business and financial performance to its shareholders. The Company's activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them and adopt the best practices
The Company has adopted a Code of Conduct for Directors & Senior Management. This Code is available on the Company's website www.eesl.in In terms of the circular No.CIR/CFD/Policy Cell/7/2014 dated 15th September 2014 the compliance of provisions of Clause 49 is not mandatory for the time being in respect of our company since the paid up capital is not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore.
2. BOARD OF DIRECTORS
Composition of Board
The Board of Directors has an optimum combination of Independent and Non-Executive Directors. As on 31st March 2015, the Board comprises of 4 Directors. The company is professionally managed and its Board of Directors comprised of professionally qualified Directors, who have rich experience in diversified fields.
Non-Executive Directors' compensation and disclosures
No remuneration or sitting fees was being paid to the Non Executive Directors'. No stock options were granted to Non Executive Directors or Independent Directors during the year under review.
Meeting of Board of Directors
There were 06 (Six) Board Meetings held during the year ended March 31, 2015. These were on 14.05.2014, 06.08.2014, 27.10.2014, 14.11.2014, 10.02.2015 and 31.03.2015. The periodicity between two Board Meetings was within the maximum time gap as prescribed in the Listing Agreement / Companies Act, 2013
• Mr. Arvind Mishra and Mr. H.P. Sohn, Directors resigned from the directorship of the Company w.e.f. March 31, 2015.
None of the Directors of the Board serve as Members of more than 10 committees nor do they Chairman more than 5 committees as per the requirements of the Listing Agreement.
Code of Conduct
i. The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company.
ii. The Members of the Board of Directors and Senior Management personnel have affirmed the compliance with the Code applicable to them during the year ended 31st March, 2015.
3. AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013. The Audit Committee has reviewed, over sighted and confirmed the Company's financial reporting process, appointment, re-appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services, financial statements and draft audit report, including quarterly / half yearly financial information, related party transactions as per Accounting Standard 18 and has reviewed the following mandatory information:
Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions, submitted by management;
Management letters / letters of internal control weaknesses issued by Statutory Auditors;
Appointment, removal and terms of remuneration of Internal Auditor.
The Composition, Name of Members and Chairman
As on 31st March, 2015, the Audit Committee had three Non-Executive Directors of whom two were Independent Directors. Mr. Rakesh Chandra Khanduri an Independent Director, is the Chairman of the Committee. During the year ended March 31, 2015, 4 (Four) Audit Committee Meetings were held on 14.5.2014, 6.8.2014, 14.11.2014, 10.02.2015. Mr. Rakesh Chandra Khanduri , Chairman of the Audit Committee was present at the last Annual General Meeting held on September 30, 2014.
*Mr Arvind Mishra has resigned from the Board of the Company on 31 March 2015
The Company Secretary of the Company also acts as Compliance Officer to the Committee.
The Company has one subsidiary Company viz. Indo Education Private Limited
Related Party Transactions
All related Party transactions were in ordinary course of business and or arms length basis.
The Company has followed the Accounting Standards laid down by the Companies Act, 2013.
(c) Risk Management
The Audit Committee regularly reviews the risk management strategy of the Company to ensure the effectiveness of risk management policies and procedures.
(d) Compliance with Regulations
The Company has complied fully with the requirements of the regulatory authorities on capital markets. A penalty of Rs.1,124 was levied by Stock Exchange on account of delay of sending Annual Report to the Exchange by 1 day. There have been no other instances of non-compliance by the Company on any matters related to the capital markets, nor has any penalty been imposed on the Company by the SEBI or any other statutory authority.
(e) Certificate on Corporate Governance
M/s Kumar Wadhwa & Company, Company Secretaries in Practice have furnished the requisite Certificate to the Board of Directors as required by Clause 49 of the Listing Agreement.
(g) Prohibition of Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, the Company has constituted a comprehensive Code of Conduct for its Senior Management, Staff, and relevant business associates. The code lays down guidelines, which advise them on procedure to be followed and disclosures to be made while dealing with the Shares of the Company.
7. BRIEF PROFILE OF THE DIRECTOR PROPOSED TO BE RE-APPOINTED
The brief profile of the directors who are to be re appointed as directors in the forth coming annual general meeting has been given in the notice of the Annual General Meeting hence the provisions of clause 49 of the Listing Agreement has been complied with.
8. MEANS OF COMMUNICATION
The quarterly, half yearly and yearly financial results of the Company are sent to the stock exchanges immediately after they are approved by the board. These are also normally published in the Financial Express (English Edition) and Hari Bhoomi / Naya India (Hindi Edition) newspapers.
10. GENERAL SHAREHOLDERS INFORMATION
(A) 32th Annual G eneral Meeting Date : 30th September, 2015 Time : 10:30 A.M
Venue : "Eminent" C-56 Neeti Bagh, New Delhi-110049.
(B) Date of Book Closure
The Company's Register of Members and Share Transfer Books will remain close from, Wednesday 23rd September, 2015 to Wednesday 30th September, 2015 (both days inclusive).
(C) Financial Year 1st April 2014 to 31st March 2015
(D) Stock Exchanges: Shares of the Company are listed on Bombay Stock Exchange Limited (BSE)
(F) Stock/Scrip Code: 506180
(H) Registrar and Share Transfer Agents :
M/S RCMC SHARE REGISTRY PRIVATE LIMITED., having its registered office at B- 25/1, Okhla Industrial Area Phase_II, New Delhi - 110 020 is the Registrar and Share Transfer Agents of the Company.
(I) Share Transfer System:
The Share Transfer Committee meets as often as possible to approve transfers and related matters as may be required by the Registrars and share Transfer Agents. Shares lodged for transfers are normally processed within ten days from the date of lodgment, if the documents are clear in all respects.
(J) SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE
The Shareholders/Investors Grievance Committee has been constituted to look into the redressal of investors' grievances. The Committee comprises of Mr.R.C.Khanduri, Ms.Vandana Jain, and Mr.Neeraj Goenka, Directors of the Company.
Ms.Sabina Nagpal is designated as the Compliance Officer to oversee the investors' grievances. During the period under review, the Company did not receive any investor complaint. No transfer application was pending for registration of transfer as on 31.3.2015
(K) Dematerialization of Shares
The shares of the Company are permitted for trading on dematerialized form only. The Company's shares are available for trading in the depository system of both NSDL and CDSL. As on March 31st, 2015, Number of 45,68,950 equity shares of10/- each forming 99.99 % of the share capital of the Company stands dematerialized. The ISIN with NSDL and CDSL is INE668L01013.
(M) Address for Correspondence:
The shareholders may address their communication/ suggestion/ grievances/ queries to the Company's Registered office or our Share Transfer Agent. The Questions relating to share and requests for transactions such as transfer, transmission and nomination facilities, change of address, may please be taken up with the Registrar and Transfer Agent at above given address.
11. CEO and CFO Certification
The CEO & CFO of the Company have given the certification on financial reporting and internal controls to the Board in terms of Clause 49(V). The Chairman & Managing Director also gives quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of Listing Agreement
12. Compliance Officer
The Board had Designated Ms. Sabina Nagpal, Company Secretary of the Company as a Compliance Officer of the Company.
Emergent Global Edu and Services Limited 8B Sagar 6, Tilak Marg, New Delhi-110001. E-mail: email@example.com Phone: 011-23782022 Fax: 011-23782806
FOR EMERGENT GLOBAL EDU AND SERVICES LIMITED
TARUN KUMAR SOMANI
Place: NEW DELHI
Date: 28th MAY, 2015