REPORT ON CORPORATE GOVERNANCE :
The Company complies with the requirements regarding Corporate Governance as stipulated in clause 49 of the listing agreement of stock exchanges as follows :
> Company's philosophy :
The Company firmly believes that good corporate governance is key element in improving efficiency and growth and investor confidence. The long term corporate goals, plans can be successfully achieved by adopting good corporate governance. The Company's philosophy on corporate governance envisages the attainment of the highest levels of transparency, professionalism and accountability in all facets of its operations and in all its interactions with its stake holders including share holders, employees, the government and lenders.
The Company while conducting its business has been upholding core values i.e. transparency, integrity, honesty, accountability and compliance of laws. The Company's governance process and practice has ventured to achieve a transparency and professionalism in action as well as the implementation of policies and procedure to ensure ethical standards.
The company not only adheres to the prescribed corporate practices as per clause 49 of the listing agreement but has also undertaken several initiatives towards maintaining the highest standards of governance. The company continuously endeavors to improve on these aspects on an ongoing basis.
> Board of Directors :
• Constitution :
The Board of Directors of the Company as on 31stMarch, 2015 comprise of Four Directors out of which Three are Non-Executive. The Chairperson & Managing Director fall in the category of Executive Director. Three Directors are 'Independent' Directors.
• Directorship held by the Directors of the company:
None of the Directors of your company are directors of the board of more than 15 companies or 10 board level committees or chairman of more than 5 committees across all the companies in which they are directors.
• Board Meetings held during the year:
During the year under review, four board meetings were held, the dates being 28-052014, 29-07-2014, 28-10-2014, 30-01-2015. The last AGM was held on 27th September, 2014.
• Remuneration to Executive directors :
No remuneration is paid to the Executive Director for the year ended on 31st March, 2015.
• Post Meeting follow up system:
The Company has a formal system of follow up, review and reporting on actions taken by the management on the decisions of the board. The Company presents a comprehensive Action Taken Report of the previous meeting at the ensuing meeting of the Board of Directors.
• Code of conduct :
The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors of the company and the same has been communicated to all the Directors and they have affirmed their compliance with the code and declaration to this effect by Directors is furnished at the end of the report.
• Shares held by Executive Director:
As on 31-03-2015 SmtLalitha Ranka, who is promoter of the company holds 175295 Equity shares in the company. No other directors holds any equity shares in the company.
> Committees to the Board :
A. Audit Committee :
The Audit Committee of the Board of Directors has been constituted in accordance with the prescribed guidelines. The Audit committee comprises of 3 Directors as on 31st March, 2015, all of whom are non-executive and independent directors. The Broad terms of reference of Audit committee are in accordance with the prescribed guidelines, as set out in the Listing Agreement.
The Company has systems and procedures to ensure that the Audit Committee mandatorily reviews :
• Management discussions and analysis of the financial condition and quarterly results of the company.
• Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval.
• Management letters/ letters of internal control weaknesses issued by the Statutory Auditors.
• Appointment, remuneration and terms of appointment of statutory auditors of the company.
• Payment to Statutory Auditors for any other services rendered by them.
• Scrutiny of inter-corporate loans and investments.
• Internal Audit Reports relating to Internal control weaknesses
• The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee.
Pursuant to its terms of references, the Audit Committee is empowered to :
• Investigate any activity within its terms of reference and to seek any information it requires from any employee.
• Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary.
During the year under review, the meeting of the Audit Committee was held once, the date being 30th March, 2015 and all the members of committee had attended the meeting.
B. Nomination and Remuneration Committee :
The Nomination & Remuneration Committee of the board of Directors has been constituted in accordance with the section 178 of Companies Act, 2013 and prescribed guidelines. The committee comprises of 3 Directors as on 31st March, 2015, all of whom are Non-Executive and Independent.
The committee met once during the year on 30th March, 2015 and all the members of committee had attended the meeting.
The Company does not pay any remuneration by salary, benefits, sitting fees, stock options, bonus, pensions etc. to its Directors during the year 2014-15.
C. Stakeholders Relationship Committee :
The Stakeholders Relationship Committee of the board of Directors has been constituted during the year and the committee comprises of 3 Directors as on 31st March, 2015, all of whom are Non-Executive and Independent.
The Committee is looking into shareholders / investors' complaints regarding transfer of shares, non-receipts of Balance Sheet etc. As on 31-03-2015, there are no complaints that have remained un-resolved.
> Other Disclosures :
• There is no materially significant pecuniary or business transaction of the Company with its promoters, directors or relatives etc. that may have potential conflict with the interest of the company at large. The Register of Contracts containing the transactions in which Directors are interested is regularly placed before the Board for its approval. The transactions with the related parties are disclosed in the notes to accounts in the Annual Report.
• There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authorities on any matter related to capital markets during last 3 years.
• As required under Clause 49 of the listing Agreement with the Stock Exchanges, the Managing Director and CFO of the Company have certified to the Board regarding their review on the Financial Statements, Cash Flow Statements and matters related to internal control etc. in the prescribed format for the year ended 31st March, 2015.
> Means of communication :
The Company displays its periodical results on the Company's website www.ganeshholdings.com as required by the Listing Agreement.
> General Shareholder information :
Detailed information in this regard is provided in the section "Shareholders Information" which forms part of this Annual Report.
> Declaration on Compliance with code of conduct :
As provided under Clause 49 of the Listing Agreement with the Stock Exchange, all board members have affirmed the compliance with the Code of conduct for the year ended 31st March, 2015.
> CFO Certificate :
As required under Clause 49, the CFO Certificate in enclosed in this Report.
> Compliance Certificate of the Auditors :
The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, and the same is annexed to this report.
GENERAL SHAREHOLDERS INFORMATION
1. Annual General Meeting
- Day, Date and Time
Wednesday, 30 th September, 2015 10.00 A.M.
607, Center Plaza, Daftary Road, Malad (East), Mumbai 400 097
Financial Calendar & Publication of results :
The financial year of the company is April to March
Financial reporting for the quarter ending June 30, 2014 : 29-07-2014
Financial reporting for the quarter ending September 30, 2014 : 28-10-2014
Financial reporting for the quarter ending December 31, 2014 : 30-01-2015
Financial reporting for the quarter ending March 31, 2015 : 15-05-2015
3. Dates of Book Closure :
22nd Sept, 2015 to 30th Sept, 2015
4. Registered Office :
607, Center Plaza, Daftary Road,Malad (East), Mumbai 400 097
5. Listing of Equity shares on Stock Exchange at :
Bombay Stock Exchange Ltd.
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 023
6. Stock Code :
ISIN : INE932M01011
Scrip Code : 504397
7. The shares are not traded since long therefore stock market data is not available.
8. Share Transfer Agents :
System Support Services
09, Shivai Industrial Estate,Near Parke Davis, 89, Andheri - Kurla Road,Sakinaka, Mumbai - 400 072.
Tel No. 28500835, Email id: email@example.com
9. Share Transfers are registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respect.
11. Dematerialization of shares and liquidity :
175295 shares were dematerialized till 31/03/2015 which is 73.04% of the total paid up Equity Share Capital of the company. The Company's shares are not traded on the BSE since long.
12. Address for correspondence :
Registrar & Transfer Agents
M/s. System Support Services 107, 09, Shivai Industrial Estate, Near Parke Davis, 89, Andheri - Kurla Road, Sakinaka, Mumbai - 400 072.
OR The Company At
607, Center Plaza, Daftary Road, Malad (East), Mumbai 400 097
13. Secretarial Audit for Reconciliation of Capital Compliance :
As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Secretarial Audit, to reconcile the total admitted capital with NSDL and CDSL and the total paid up and listed capital. This audit is carried out every quarter and the report thereon is submitted to the BSE. The audit confirms that the total listed and paid up capital is in agreement with the aggregate of the total no. of equity shares in dematerialized form and total equity shares in physical form.
Chairperson & Managing Director
Place : Mumbai
Date : 07-09-2015