CORPORATE GOVERNANCE REPORT
Corporate Governance is a systems of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy its stakeholders including shareholders, creditors, employees, customers and suppliers, as well as complying with the legal and regulatory requirements, apart from meeting environmental and local community needs. It involves defining and implementing a system of rules, processes, procedures and relationships to manage the organization and fulfills its legal & financial obligations and implementing processes that guarantee transparent information to all stakeholders.
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Your company has always endeavored for bringing excellence in all spheres of its working be it quality control, customer satisfaction, shareholders servicing, relationship with Employees etc. The basic Corporate Governance norms have been adopted at the Board, Management and Operational levels. These norms are reviewed and reaffirmed on an ongoing basis.
Your Company is in compliance with the mandatory requirements of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchanges, as detailed below:-
I. BOARD OF DIRECTORS
(A) Composition of Board
The Composition of the Board is in conformity with clause 49 of the listing agreement relating to the composition in terms of non-executive/ Independent directors/women director. The Board of Directors of the Company comprises of 5 Directors with three Promoters (One Executive & Two Non-executive) Directors and Two Independent (Non-Executive) Directors.
(B) Non-Executive Directors' compensation and disclosures
No remuneration has been paid to the Non-Executive Directors' during the year. No stock options were granted to Non-Executive Directors or Independent Director.
(C) Other Provisions as to Board and Committees
The meetings are convened by giving appropriate advance notice after obtaining approval of the Chairman of the Board/Committee. The meetings of the Board of Directors are normally held at New Delhi 7(Seven) Board Meetings were held during the financial year 2014-2015. The dates on which the meetings were held are 05.04.2014, 18.07.2014, 29.09.2014, 10.10.2014, 09.01.2015, 24.03.2015 and 31.03.2015
II. AUDIT COMMITTEE
The Company has an Audit Committee of Directors. The Company complies with the provisions of Section 177 of the Companies Act, 2013 as well as requirements of Listing Agreement under clause 49 of the listing agreement pertaining to the Audit Committee. Its composition and functioning is as under:
1. The Audit Committee consists of the three directors as members and two of them are independent directors.
2. All members of the committee are financially literate and the Chairman is having the requisite financial management expertise.
3. The Chairman of the Audit Committee is an independent director.
4. The Chairman of the Audit Committee is supposed to be present at coming Annual General Meeting going to be held on 30th September, 2015.
5. The representatives of the statutory auditors and such other person and official of the company are invited to attend the Audit Committee meetings as and when required.
III. NOMINATION AND REMUNERATION COMMITTEE
For Compliance of requirement of Section 178 of Companies Act, 2013 board has established the Nomination and Remuneration Committee to works with the entire board to determine the appropriate characteristics, skills, experience required for the board as a whole and for individual members. Board members are expected to possess the required qualifications, integrity, expertise and experience for the experience. During the year only one meeting on 24.03.2015 held for determining the remuneration of company secretary. The composition of the Committee is as under:-
IV. SHARE TRANSFER-CUM-SHAREHOLDERS GRIEVANCE COMMITTEE
i) Terms of reference
The Share Transfer-cum-Shareholders Grievance Committee is constituted under the Chairmanship of a nonexecutive director to consider and approve various requests for transfer, subdivision, consolidation, renewal, exchange, issue of new Certificates in replacement of old ones and redress the grievances of the Shareholders as may be received from time to time.
ii) Composition and Meeting
The present Composition of the committee is in conformity with Clause 49(iv)(G)(iii) of the Listing Agreement
iii) Investor Complaints received and redressed
No investors' complaint was received during the year under review. All queries received during the year under review were replied to the satisfaction of the shareholders/investors.
V. SUBSIDIARY COMPANIES
The company has no Subsidiary Company.
(A) Basis of related party transactions
The required disclosure with respect to the related party transactions, if any were duly made to Audit Committee on a quarterly basis in terms of Clause 49 (IV) (A) and other applicable laws. Transactions with related parties, if any are disclosed in the Notes to the Accounts as part of Financial Statements.
(B) Disclosure of Accounting Treatment
During the year there has been no deviation in Accounting Policies/Accounting Standards of the company. The same are disclosed in the Notes to the Accounts as part of Financial Statements.
(C) Risk Management
Your Company has a well-defined risk management framework in place. Under this framework, the Management identifies and monitors business risks on a continuous basis and initiates appropriate risk mitigation steps as and when deemed necessary. The company has laid down procedures to inform the Board of Directors about the Risk Management and its minimization procedures. The Audit Committee and the Board of Directors review these procedures periodically.
(D) Proceeds from Public issue, right issue, preferential issue etc.
Your company has not issued any share capital during the period under review by way of public issue, right issue, and preferential issue or by any other means.
(E) CEO/CFO Certifications
Mr. Sanil Prakash Sahu, Managing Director and Mr. Iltaf Hussain (Finance & Accounts), who are carrying responsibility of CEO and CFO respectively have given CEO/CFO certificate as per format prescribed under clause No. 49(v) of the Listing Agreement to the Board at its meeting held on 5th Sept, 2015.
(F) Details of Non Compliance
No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority nor there has been any instance of non-compliance with any legal requirement or on any matter related to Capital Markets during the last three years.
(G) SEBI Complaints Redress System (SCORES)
The Company processes the investors complaints received by it through a computerized complaints redress system.
The salient features of this system are Computerized database of all inwards receipts and action taken on them, online submission of Action Taken Reports (ATRs) alongwith supporting documents electronically in SCORES .The investors can view online the current status of their complaints submitted through SEBI Complaints Redress System (SCORES).
VII. CODE OF CONDUCT
(i) In compliance with clause 49 of the listing agreement and the companies Act, 2013 the company has framed a Code of Conduct and Code of Fair Disclosures. The copies of Code of Conduct as applicable to the Members of Board, Executive officers (including Senior Management of the Company) and Non Executive officers and all employees of the company have been sent to all the Directors and Senior Management Personnel. These are posted on the website of the company. The copy of the Code of Conduct and Code of Fair Disclosures can be had / inspected from the Registered Office of the company.
(ii) All the members of the Board of Directors and Senior Management personnel have affirmed compliance with the Code as applicable to them during year ended March 31, 2015. The annual report of the Company contains certificate duly signed by the Director of the company.
VIII. REPORT ON CORPORATE GOVERNANCE
The Quarterly Compliance report has not been submitted to the Stock Exchanges during the previous year, but company has started the compliance from the current financial year.
IX. COMPLIANCE CERTIFICATE
A. Compliance Certificate for Corporate Governance from the Auditors of the Company is annexed here with.
B. The company had not adopted the non-mandatory requirements as mentioned in the Clause 49.
X. MEANS OF COMMUNICATION
Quarterly and Annual Audited financial results are sent immediately to the Stock Exchange after they are approved by the Board of Directors. The Company published its results within the stipulated time as per the Listing Agreement in leading newspapers.
As per clause 54 of Listing Agreement, the Company has maintained functional website containing basic information & financial results.
The Company has designated an email-id firstname.lastname@example.org
XI. GENERAL SHAREHOLDER INFORMATION
(i) Annual General Meeting : Wednesday, the 30th September, 2015 at 11.00 AM At : Polypipes Estate, Malanpur Industrial Area, Malanpur - 477117 Distt.: Bhind (M.P.) Financial Year : 1st April 2014 to 31st March 2015
Book Closure : 21st Sept 2015 to 28th Sept 2015 (Both days inclusive)
Dividend Payment : No dividend Payment
(ii) Financial Calendar
Events Actual Dates
Financial reporting for Quarter ended on 30th June 2015 : 15th August 2015
Financial reporting for Quarter ended on 30th Sept 2015 : 15th November 2015
Financial reporting for Quarter ended on 31st Dec 2015 : 15th Feb. 2016
Financial reporting for Quarter ended on 31st March 2015 : 15th May 2016
iii) Listing: The Equity Shares of the company are listed on Bombay Stock Exchange Ltd.
iv) ISIN No. : Company is working on Demat Linking with NSDL and CDSL
v) Market price information: Company shares are suspended for trading on BSE Limited.
vi) Share Transfer System
Shares lodged for transfer in house are normally processed and approved by Share Transfer-cum-Shareholders Grievance Committee as and when required.
vii) Distribution of shareholding
(ix) Dematerialization of shares and liquidity
Your company is in process of linking the shares with CDSL and NSDL and soon provide shareholders option to transform the shares from physical to demat shares.
(x) Outstanding ADRs/GDRs/Warrants/Options or any convertible Instruments, conversion date and likely impact on Equity
There are no outstanding GDRs/ADRs/Warrants of the Company.
(xi) Green Initiative
Pursuant to Circulars No. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA), MCA has undertaken a "Green Initiative in Corporate Governance", by allowing paperless compliance including service of notices/documents by companies to their shareholders through electronic mode. In order to enable the Company to send such documents in electronic form, members who hold shares in physical form are requested to register their e-mail addresses with the Company by sending a letter to their addresses given elsewhere in the Report, or an e-mail on their respective e-mail ID email@example.com and intimate changes in the e-mail Id from time to time.
(xii) Address for correspondence Company Secretary
Polypipe Estate, Malanpur Industrial Area, Bhind, Madhya Pradesh Email id :- firstname.lastname@example.org Website :- www.gwaliorpolypipes.com