27 Apr 2017 | Livemint.com

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Foods & Inns Ltd.

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Foods & Inns Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance is pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges and forms a part of the report of the Board of Directors. The Company has complied with the applicable requirements of Clause 49 of the Listing Agreement

PHILOSOPHY OF CORPORATE GOVERNANCE

Your Company is committed to upholding the highest standards of Corporate Governance in its operations. The policies and practices are not only in line with the statutory requirement, but also reflect your Company's commitment to operate in the best interest of its stake holders. The responsibility for maintaining high standards of governance lies with your Company's Board of Directors and various Committee of the Board, which are empowered to monitor implementation of the best Corporate Governance practices including making necessary disclosures within the framework of legal and regulatory provisions and Company conventions besides its employees.

In this direction, your Company is committed to ensure that the Company's Board of Directors continued to be constituted as per the prescribed norms, meets regularly as per the prescribed frequency, provides effective leadership, exercises control over the management, monitors executive performance and makes appropriate disclosures. In addition, establishment of a framework of strategic control and continuous reviewing of its efficacy and establishment of clearly documented and transparent management processes for policy development, implementation and review, decision making, monitoring control and reporting are the other policy directives. Your Company provides free access to the Board of all relevant information, advices and resources to enable it to carry out its role effectively.

Pursuant to Clause 49 of the Listing Agreement, your Company has complied with all the mandatory requirements of the Corporate Governance in all material aspects. As required by the Listing Agreement, a report on Corporate Governance is given below:

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:

Your Company is committed to bring about the good corporate governance practice. The Company has laid emphasis on cardinal values of fairness, transparency, accountability and equity, in all its operations, and in its interactions with stakeholders including shareholders, employees, the government and the lenders, thereby enhancing the shareholders' value and protecting the interest of shareholders. Your Company will constantly endeavor to improve on these aspects on an on going basis.

2. BOARD OF DIRECTORS:

The Company has a Non - Executive Chairman and the number of Independent Directors is one half of the total number of Directors. The Directors have been contributing their diversified knowledge, experience and expertise in respective areas of their specialization for the growth of the Company. During the Financial Year 2014-15, Four Meetings of the Board of Directors were held on May 17, 2014, August 14, 2014, November 14, 2014 and February 14, 2015 respectively.

Board Procedures

Agenda is circulated well in advance to the Board of Directors. The items in the Agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. In additions to the information required under Annexure IA to clause 49 of the Listing Agreement, the Board is also kept informed of major events/items and approvals taken wherever necessary. At the Board meetings, the Board is apprised of the overall performance of the Company.

3. Committees of the Board

With a view to have a more focused attention on business and for better governance and accountability, the Board has constitutes the following mandatory committee's viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Minutes of the Committee Meetings are tabled at the Board Meetings.

3 (a). AUDIT COMMITTEE

Terms of Reference

The Audit Committee provides direction to the audit and risk management function in the Company and monitors the quality of internal audit and management audit. The responsibilities of the Audit Committee include overseeing the financial reporting process to ensure proper disclosure of financial statements, fixing the audit fees and also approving the payment for any other services, reviewing the annual financial statements before submission to the Board, reviewing adequacy of internal control systems, structure and staffing of the internal audit function, reviewing findings of the internal investigations, etc.

To grant omnibus approval for related party transactions which are in the ordinary course of business and on arm length pricing basis and to review and approve such transactions subject to the approval of the board.

The terms of reference and powers of the Audit Committee are as per Clause 49 of the Listing Agreement and also as per the Companies Act, 2013. The Audit Committee was constituted on 30th January 2010.

Composition

The Audit Committee consists of the following Directors.

3 (b). STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of Reference

The role and functions of the Stakeholders Relationship Committee are the effective redressal of the Complaints of the Shareholders regarding dematerialization, transfer, non-receipt of balance sheet/ dividend/interest etc. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

Composition

Pursuant to Clause 49 of the Listing Agreement, the Company is required to have Stakeholders Relationship Committee. Accordingly, the Board of Directors formed a Stakeholders Relationship Committee, consisting of following Directors. The Stakeholders Relationship Committee was constituted on 30th January 2010

3 (c). NOMINATION & REMUNERATION COMMITTEE Terms of Reference:

The roles and functions of the Nomination and Remuneration Committee inter alia, include identifying and selection of candidates for appointment as Directors/ Independent Directors based on certain laid down criteria. Identifying potential individuals for appointment as Key Managerial personnel and to other Senior Management positions.

3 (d). CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Terms of Reference:

The terms of reference of the Corporate Social Responsibility Committee is to review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act,  2013.

To monitor the progress by the Company of the CSR activities undertaken.

Composition:

The Corporate Social Responsibility Committee consists of the following Directors. The Corporate Social Responsibility was constituted on August 14, 2014.

3 (e). RISK MANAGEMENT COMMITTEE Terms of Reference:

The Company has a robust risk management framework to identify, monitor an minimize risks as also identify business opportunities The objectives and scope of the Risk Management Committees broadly comprises:

Oversight of risk management performed by the executive management.

Reviewing risks and evaluates treatment.

Defining framework for identification, assessment, monitoring and reporting of risks.

Composition:

The Risk Management Committee consists of the following Directors. The Risk Management Committee was constituted on August  14, 2014

4. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on March 23, 2015, inter alia, to discuss:

i. Evaluation of the performance of the Non- Independent Directors and the Board of the Directors as whole;

ii. Evaluation of the performance of the Chairman of the Company, taking into account the views of the executive and Non Executive Directors.

7. DISCLOSURES

a) Related Party Transactions

All transactions entered into with Related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure has been made in the notes to the financial statements.

b) Strictures and Penalties

No strictures or penalties have been imposed on the Company by the Stock exchange or by the Securities and Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.

c) CEO & MD/ CFO Certification

The CEO & MD and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represents a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

8. MEANS OF COMMUNICATION

The Company publishes its quarterly, half yearly, financial results in national and regional newspapers. The Company also sends the financial results to the Stock Exchanges immediately after its approval by the Board. The Company has not sent half yearly report to the shareholders. No presentations were made to the Institutional Investor's or analysts during the year under review.

GENERAL SHAREHOLDER'S INFORMATION

1. Annual General Meeting scheduled to be held:

Date : TUESDAY, SEPTEMBER 29, 2015

Time : 11.00 A.M

Venue : Sir Vithaldas Chambers, 6th Floor, 16, Mumbai Samachar Marg, Fort, Mumbai- 400 001

2. Book Closure:

Friday, September 25, 2015 to Tuesday, September 29, 2015 (Both days inclusive).

3. Financial Calendar (tentative):

Financial Reporting for the Financial Year 2015-16

Tentative month of reporting

Un-audited Financial Results for the quarter ending 30th June, 2015. : August, 2015

Un-audited Financial Results for the half year ending 30th September, 2015. : November, 2015

Un-audited Financial Results for the quarter ending 31st December 2015. : February, 2016

Audited Financial Results for the year ending 31st March 2016. : May, 2016

Listing of Equity Shares on Stock Exchanges

7. Compliance Officer: Mr. Moloy Saha -Chief Financial Officer 224, Dulwich Mansion, 3rd Floor, Tardeo Road, Tardeo, Mumbai - 400 007. Ph: 022- 23533103, email:writetous@foodsandinns.com  

 8. Address For Correspondence:

Shareholders can correspond to: Secretarial Department, 224, Dulwich Mansion, 3rd Floor, Tardeo Road, Tardeo, Mumbai - 400 007.

Link Intime India Private Limited: C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai - 400078, Tel.No.022- 25963838, Fax No. 022-25946969, email id: mumbai@linkintime.co.in

Shareholders holding shares in electronic mode should address their Correspondence to their respective Depository Participants. The company also has designated email id: writetous@foodsandinns.com or tavhare@foodsandinns.com where shareholders can correspond with the Company.

9. Share Transfer System

Shares sent for transfer in physical form to R&T Agents, are registered and returned within a period of 30 days from the date of receipt, if the documents are in order. The Share Transfer Committee meets generally on a fortnightly basis to consider the transfer proposals. All requests for dematerialization of shares are processed by R&T Agent within 15 days.

10. Dematerialization of Shares

Trading in Equity Shares of the Company is permitted only in dematerialized form with effect from 29th January 2001 as per notification issued by the Securities & Exchange Board of India (SEBI). As on March 31, 2015, out of total Equity Capital 14,51,040 Equity Shares, 11,22,677 Equity Shares representing 77.37 % of the total Equity Shares are held in dematerialized form with NSDL and CDSL. Transfer cum demat facility is available to all Shareholders of the Company, who request for such facility.

Equity Shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai (BSE). An annual listing fee for the year 2014-15 has been paid to the Bombay Stock Exchange Limited, Mumbai.

5. Stock Code:

1. Bombay Stock Exchange Limited, Mumbai (BSE): B - 507552

2. ISIN : INE976E01015

3. CIN: L55200MH1967PLC013837

7. Compliance Officer:

Mr. Moloy Saha -Chief Financial Officer

224, Dulwich Mansion, 3rd Floor, Tardeo Road, Tardeo, Mumbai - 400 007. Ph: 022- 23533103, email:writetous@foodsandinns.com

8. Address For Correspondence:

Shareholders can correspond to: Secretarial Department, 224, Dulwich Mansion, 3rd Floor, Tardeo Road, Tardeo, Mumbai - 400 007.

Link Intime India Private Limited: C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai - 400078, Tel.No.022- 25963838, Fax No. 022-25946969, email id: mumbai@linkintime.co.in Shareholders holding shares in electronic mode should address their Correspondence to their respective Depository Participants. The company also has designated email id: writetous@foodsandinns.com or tavhare@foodsandinns.com where shareholders can correspond with the Company.

9. Share Transfer System

Shares sent for transfer in physical form to R&T Agents, are registered and returned within a period of 30 days from the date of receipt, if the documents are in order. The Share Transfer Committee meets generally on a fortnightly basis to consider the transfer proposals. All requests for dematerialization of shares are processed by R&T Agent within 15 days.

10. Dematerialization of Shares

Trading in Equity Shares of the Company is permitted only in dematerialized form with effect from 29th January 2001 as per notification issued by the Securities & Exchange Board of India (SEBI). As on March 31, 2015, out of total Equity Capital 14,51,040 Equity Shares, 11,22,677 Equity Shares representing 77.37 % of the total Equity Shares are held in dematerialized form with NSDL and CDSL. Transfer cum demat facility is available to all Shareholders of the Company, who request for such facility.