CORPORATE GOVERNANCE REPORT
This brief report on matters required to be stated on Corporate Governance pursuant to Clause 49 of the Listing Agreements is as under:
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The concept of our Company, of Corporate Governance hinges on total transparency, integrity and accountability of the management team. The main goal of Corporate Governance is maximization of shareholder's value and protection of the interests of all the stakeholders. It includes the policies and procedures adopted by the Company in achieving its objective in relation to its shareholders, employees, customers, suppliers, regulatory authorities and society at large.
The Company has ensured that the Directors of the Company are subject to their duties, obligations and responsibilities to the best interest of the Company, to give direction and remain accountable to their shareholders and other beneficiaries for their actions. The responsibilities of the Board includes setting out the Company's strategic aims, providing the leadership to put them into effect, supervision of the management of the business and reporting to the shareholders on their stewardship.
It is a recognized philosophy of the Company that effective and good Corporate Governance is a must, not only in order to gain credibility and trust, but also as a part of strategic management for the survival, consolidation and growth.
2. BOARD OF DIRECTORS
The Board of Directors, along with its Committees, provides leadership and guidance to the management and directs and supervises the performance of the Company, thereby enhancing stakeholder value. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected.
The Board of Directors, as on 31.03.2015, comprised 6 Directors, of which 5 were Non-Executive Directors. The Company has 3 Independent Directors as on 31.03.2015 comprised with one-half of the total number of Directors. All Directors possess relevant qualifications and experience in general corporate management, finance, banking and other allied fields which enable them to effectively contribute to the Company in their capacity as Directors.
All Independent Directors of the Company have been appointed as per the provisions of the Companies Act, 2013 and the Governance Guidelines for Board Effectiveness adopted by the Company. Formal letters of appointment have been issued to the Independent Directors. The terms and conditions of their appointment are disclosed on the Company's website. None of the Directors on the Board is a Member of more than 10 Committees and Chairperson of more than 5 Committees (Committees being Audit Committee and Stakeholders Relationship Committee, as per Clause 49 II (D) (2) of the Listing Agreement), across all the Companies in which he/ she is a Director. The necessary disclosures regarding committee positions have been made by all the Directors. None of the Directors holds office in more than 20 companies and in more than 10 public companies.
Only Audit Committee and Stakeholders Relationship Committee of Indian Public Companies have been considered for committee positions.
# includes 9 (Nine) Private Limited Companies. Notes:
* Shri Suraj Singh Appointed w.e.f. 14th August, 2014
** Ms. Manasi Wadkar appointed as an Additional Director w.e.f. 14th November, 2014
"NEC" = Non Executive Chairperson, "MD" = Managing Director, "ID" = Independent Director, "NED" = Non-Executive Director. "AD" = Additional Director
2.3) Board Meetings:
During the year 2014-15, the Board met 6 times on the following dates namely 30th May 2014, 16th July 2014, 24th July, 2014, 14th August, 2014, 14th November, 2014 and 12th February, 2015. There was no time gap of four months or more between any two meetings.
Appointment / Re-Appointment of Directors:
As required under Clause 49 (VIII) of the Listing Agreement the brief details of the Directors seeking appointment at the ensuing Annual General Meeting are furnished hereunder:
2.5) Board Procedure:
The annual calendar of Board Meetings is agreed upon at the beginning of the year. The agenda is circulated well in advance to the Board members, along with comprehensive background information on the items in the agenda to enable the Board to arrive at appropriate decisions. The information as required under Annexure X to Clause 49 is made available to the Board. The Board also reviews the declarations made by the Managing Director and Chief Financial Officer regarding compliance with all applicable laws, on a quarterly basis.
2.6) Code of Conduct:
Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. The full text of the Code is furnished in this Report and also hosted on the Company's website.
All Board members and senior management personnel (as per Clause 49 of the Listing Agreement) have affirmed compliance with the applicable Code of Conduct. A declaration to this effect, signed by the Managing Director forms part of this Report.
Apart from receiving remuneration that they are entitled to under the Companies Act, 2013 as Non-Executive Directors and reimbursement of expenses incurred in the discharge of their duties, none of the Non-Executive Directors has any other material pecuniary relationship or transactions with the Company, its promoters, its Directors, its senior management or its subsidiaries and associates. None of the Directors are inter-se related to each other. The Directors and senior management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.
2.7) Code of Conduct for prohibition of insider trading:
Your Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 1992. All Directors, Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992.
2.8) Whistle Blower Policy
Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairperson of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairperson. Your Company hereby affirms that no Director/ employee has been denied access to the Chairperson of the Audit Committee and that no complaints were received during the year. The Whistle Blower Policy has been disclosed on the Company's website.
3. BOARD COMMITTEES:
The requirement that a Director shall not be a member of more than 10 committees and Chairperson of more than 5 committees has been complied with while constituting the Committees of Directors.
3.1) Audit Committee:
The Audit Committee comprises of Shri Naresh Chandra Sharma as the Chairperson, Shri Trivendra Singh and Shri Manmohan Ahluwalia as the members of the Audit Committee.
The constitution of Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013 and Clause 49(III)(A) of the Listing Agreement.
All members of the Audit Committee are financially literate and one-half of the members have expertise in accounting/ financial management. The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meetings. They have attended all the Audit Committee meetings held during the year.
Terms of reference:
The scope of the activities of the Audit Committee is as set out in Clause 49 of the Listing Agreement read with the Section 177 of the Companies Act, 2013. The brief terms of reference of the Audit committee are as follows:
a. Overview of the company's financial reporting process and the disclosure of its financial information.
b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
c. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
d. Reviewing with management the annual financial statements before submission to the board, focusing primarily on (i) any changes in accounting policies and practices (ii) major accounting entries based on exercise of judgment by management (iii) qualifications in draft audit report (iv) significant adjustments arising out of audit (v) the going concern assumption (vi) compliance with accounting standards (vii) compliance with stock exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large.
e. Reviewing with the Management, the quarterly financial statements before submission to the Board for approval.
f. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
g. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.
h. Reviewing the adequacy of internal audit functions.
i. Discussion with internal auditors any significant findings and follow up there on.
j. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
k. Discussion with external auditors before the audits commences nature and scope of audit as well as has post-audit discussion to ascertain any area of concern.
l. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
m. To review the functioning of the Whistle Blower mechanism;
n. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
o. And, generally, all items listed in Clause 49 III (D) of the Listing Agreement and in Section 177 of the Companies Act, 2013.
3.2) Nomination & Remuneration Committee: Composition:
The Nomination & Remuneration Committee comprises of Shri Naresh Chandra Sharma, Shri Narayan Ghumatkar and Shri Manmohan Ahluwalia as the members of the Committee.
The constitution of Nomination & Remuneration Committee meets with the requirements of Section 178 of the Companies Act, 2013 and Clause 49(III)(A) of the Listing Agreement.
Terms of reference:
a. Formulate Remuneration Policy and a policy on Board Diversity
b. Formulate criteria for evaluation of Directors and the Board.
c. To ensure that the Remuneration Policy shall also include the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
d. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.
e. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
f. Directors of the quality required to run the Company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
g. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
3.3) Stakeholder Relationship Committee: Composition:
The Committee comprises of Shri Manmohan Ahluwalia, Chairperson, Shri Narayan Ghumatkar, Director and Shri Trivendra Singh, Director as the Members of the Committee.
In terms of Section 178 (5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Shareholders'/ Investors' Grievance Committee was renamed as Stakeholders Relationship Committee.
Terms of reference:
Following are the terms of reference of the Stakeholders Relationship Committee:
a. Consider and resolve the grievances of the security holders of the Company, including complaints related to transfer of shares, non receipt of annual report, non receipt of declared dividends, etc.
b. Set forth the policies relating to and to oversee the implementation of the Code of Conduct for Prevention of Insider Trading and to review the concerns received under the Code of Conduct.
The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines for procedures to be followed and disclosures to be made while dealing with the shares of the Company.
3.4) Management and Finance Committee
The Board of Directors of the Company has constituted Management and Finance Committee at their meeting held on 29th April, 2011. The Committee comprises of Shri Trivendra Singh as the Chairperson, and Shri Manmohan Ahluwalia, Ms. Manasi Wadkar, Shri Suraj Singh and Shri Narayan Ghumatkar as the members of the Committee. The Committee is formed to take the decisions and to pass the necessary Resolutions on the day-to-day matters of the Company, on behalf of the Board of Directors.
3.5) Risk Management Committee:
The Board of Directors of the Company has constituted the Risk Management Committee at its meeting held on 12th February, 2015. The Committee comprises of Shri Mammohan Ahluwalia as the Chairman, Ms. Mansi Indarjit Wadkar and Shri Suraj Singh as the members of the Committee. The Committee is formed to review and operate the Risk Management Policy from time to time and to carry out the risk management framework properly.
Terms of reference:
Following are the terms of reference of the Risk Management Committee:
a. To assist the Board in setting risk strategy policies, including annually agreeing risk tolerance and appetite levels, in liason with management and in the discharge of its duties relating to corporate accountability and associated risk in terms of management assurance and integrated reporting;
b. To ensure that a robust policy and plan for a system of risk management is developed by the Committee itself and approved by the Board;
c. To review the processes and procedures to ensure the effectiveness of internal systems of control so that decision-making capability and accuracy of reporting and financial results are always maintained at an optimal level;
d. Receive reports from, review with, and provide feedback to the Management on the categories of risk, including credit, market (including funding, liquidity and price risk components), and operational risk, the exposures in each category, significant concentrations within those risk categories, the metrics used to monitor the exposures and Management's views on the acceptable and appropriate levels of those risk exposures.
e. Evaluate the adequacy of the Risk Management function, and the qualifications and background of selected senior risk officers.
f. Review the qualifications of the senior-level staff of the Risk Management function, and review the adequacy of the staffing of the function to perform its role in appropriate depth and frequency.
g. Review the independence and authority of the Risk Management function.
h. Receive information from the Chief Financial Officer and others in Management, independent auditors, regulators and outside experts as appropriate regarding matters related to risk management and the Risk Management function.
i. In consultation with the Audit Committee, review and discuss with Management, at least annually: the key guidelines and policies governing processes for risk management; and major financial risk exposures and the steps Management has taken to monitor and control such exposures.
j. Review the adequacy and frequency of risk reporting to the Board.
k. Perform other activities related to this charter as requested by the Board
l. Ensure risk management is integrated into board reporting and annual reporting mechanisms.
m. Participate in major decisions affecting the organization's risk profile The Committee has not met during the year under review.
(a) Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors of the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.
None of the transactions with any of the related parties were in conflict with the interests of the Company.
(b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
There were no instances of non-compliance of any matter related to the capital markets during the last three years.
(c) Disclosure of accounting treatment:
The Company has followed Accounting Standards as applicable and proper explanation has been given in the Financial Statement relating to any treatment different from that prescribed in Accounting Standards.
(d) Proceeds from Public issues, Right issues, Preferential Issues, etc.
The Company has not raised any money through Public Issues, Right Issues and Preferential Issues etc. during the year under report.
(e) Remuneration to Directors:
The Company has not paid any remuneration expect sitting fees to the Non Executive Directors.
None of the Non Executive Directors of the Company hold any Shares of the Company. The Company has paid a sum of Rs. 6.00 Lacs as managerial remuneration to Shri Trivendra Singh, Managing Director of the Company from April 1, 2014 to March 31, 2015.
GENERAL SHAREHOLDER INFORMATION
7.1) Annual General Meeting:
Date and time : Saturday 5th September, 2015 at 12.30 p.m.
Venue : 65, Krishna Nagar, Samarvani, Silvassa (Union Territory of Dadra & Nagar Haveli) 7.2) Financial Year : 1st April to 31st March
Financial Calendar 2015-2016 : Annual General Meeting (Tentative Year-Next September, 2016) Board Meetings:-
Results for the Quarter ending : First week of August, 2015: June 30, 2015
Results for the Quarter ending : Second week of November, 2015: September 30, 2015
Results for the Quarter ending : Second week of February, : 016: December 31, 2015
Results for the year ending : Last week of May, 2016: March 31, 2016
7.3) Book Closure Date : 30th August, 2015 to 5th September, 2015(Both days inclusive)
7.4) Dividend Payment Date : N. A.
7.5) (a) Listing of Equity Shares : BSE Limited.
(b) ISIN Numbers : Equity shares: INE220A01032
7.6) Stock Code : 514118 (BSE Limited.)
(Note: Annual listing fees for the year 2015-2016 have been duly paid to BSE Limited, Mumbai)
7.8) Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index, etc.
The shares of the Company are listed at BSE Limited, the Stock Market Details of which has been given as above.
7.9) Registrar & Transfer Agent :
Universal Capital Securities Private Limited 21, Shakil Nivas, Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri (East), Mumbai - 400 093. Email: firstname.lastname@example.org <mailto:email@example.com>
7.10) Share Transfer System
The shares of the Company, being in the compulsory demat list, are transferable through the depository system. All transfers received are processed and approved by the Stakeholder Relationship Committee, which normally meets 4 times in a year. Shares under objection are returned within two weeks.
7.12) a) Dematerialization of Shares : Approximately 89.54% of the shares issued by the Company has been dematerialized up to 31st March 2015.
b) Liquidity : The Company’s shares are listed on The BSE Limited, Mumbai
7.13) Outstanding GDRs/ADRs/Warrants or any other Convertible instruments, conversion date and likely impact on Equity : No such Instrumen outstanding
7.14) Plant Location : Bhilad, Silvassa Dombivali (Maharashtra) Baddi (H.P.)
7.15) (a) Address for Investor Correspondence
For transfer / dematerialization 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.
Universal Capital Securities Private Limited 21, Shakil Nivas, Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri (East), Mumbai - 400 093. Email: firstname.lastname@example.org
Note: Shareholders holding shares in electronic mode should address their correspondence relating to Demat Account to their respective Depository Participants.
(ii) Any query on Annual Report : Plot No.58B, Dhanudyog Industrial Area, Piperia, Silvassa (U.T.)