CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement with BSE Ltd.)
Company's Philosophy on Corporate Governance
The Company's corporate governance philosophy rests on the pillars of integrity, accountability, equity, transparency and environmental responsibilities :o ensure that the Company follows best corporate governance practices.
Board of Directors
As on 31st March, 2015 the Company's Board comprises of seven directors including 5 members as non-executive directors.
The Company's Board had four independent non-executive directors as on March 31, 2015, unrelated to each other and not holding any shares in the Company. The Board met six times during the year.
Code of Conduct
The Company has framed a Code of Conduct for members of the Board of Directors and its senior managerial personnel. All Board Members and Senior Management Personnel have affirmed compliance with the Code. A declaration signed by the Managing Director tothis effect is annexed as Annexure Ito this Report.
This Committee consists of four directors viz. Mr Hasmush Gandhi (Chairman), Mr 0 P Adukia, Mr Narendra Karnavat, and Mr Tjshar G Agarwal. All members possess strong accounting and financial management knowledge.The Company Secretary, Ms Smita Tambe acts as Secretary to the Committee. The terms of reference of this Committee are wideand are in line with the regulatory requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee of the Board has been constituted consisting of Mr N S Karnavat (Chairman), Mr Hasmukh B Gandhi and Mr Tushar G Agarwal
The terms of reference of this Committee arein accordance with provisions of the Companies Act, 2013. The Committee met once during the year.
The remuneration policy framed by this Committee is annexed as Annexure III to the Board's Report. Particulars of remuneration to all the directors have been given in Annexure V to the Board's Report.
Stakeholders Relationship Committee
The Company's Stakeholders Relationship Committee functions under the Chairmanship of Mr O P Adukia, Mr B L Jatia, Mr Hasmukh Gandhi and
Mr Dharmendra Agarwal are other members of the Committee.
No investor complaints were received during the year. No complaints are pending.
The Board has constituted a Risk Management Committee consisting of Mr O P Adukia as Chairman and Mr N S Karnavat and Mr Dharmendra Agarwal as other members of the Committee.
The Committee is required to lay down the procedures to inform the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the Risk Management Plan of the Company.
Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company.
Criteria for performance of Independent Directors and the Board
The Nomination and Remuneration Committee has laid down the evaluation criteria of performance of the independent directors. Some of the performance indicators based on which the evaluation was carried out are:
•Composition and expertise of the Board and its committees.
• Board's relationship with executive directors and independent directors.
• Participation in meetings and affairs of the Company.
The Board has carried out an annual evaluation of its own performance and that of its Committees.
Meeting of Independent Directors
The independent directors of the Company met in a separate meeting held on 13.2.2015 without the presence of non-independent directors and members of management to inter aliareview performance of thenon-independent directors and the Board as a whole and assess the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.
The Company does not have any subsidiary company.
CEO and CFO Certification
Mr B L Jatia, Managing Director and Mr Narendra Abhichandani, Chief Financial Officer of the Company have certified :o the Board regarding the Financial Statements for the year ended 31st March, 2015. The certificate is annexed as Annexure II to this Report.
A certificate from Mr Shailesh Kachalia, a practicing Company Secre:ary regarding compliance with the conditions of Corporate Governance is annexed to this Report as Annexure III.
a) Most of the related party transactions have been entered into in the ordinary course of business. The audit committee has given its approval to related party transactions of Ihe Company made during the year by an unanimous omnibus resolution.
No materially significant related party transactions that might have potential conflict with the interests of the Company at large took place during the year.
b) All applicable Accounting Standards mandatorily required have been followed in preparation of the financial statements.
c) The Company has made disclosures in compliance with the Accounting Standard 18 on "Related Party Transactions" in Note No 24.7 of the Financial Statements which form a part of this Annual Report.
d) There was no money raised through public issue or rights issue etc.
e) The Company has a Managing Director whose appointment and remuneration have been fixed by the Board in terms of a special resolution passed by the members in general meeting. The other directors did not receive any remuneration from the Company during the year, except sitting fees for attending meetings of the Board and its Committees.
Particulars of the remuneration paid appear in Annexure V (vi) forming part of the Directors' Report.
f) There were no financial/commercial transactions by senior management personnel where they have personal interest that may have a potential conflict with interests of the Company requiring disclosures by them to the Board.
g) No penalties or strictures have been imposed on or passed against the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets.
h) The Company has established a whistle blower policy and no personnel have been denied access to the Audit Committee.
i) Relevant details of directors proposed to be appointed are furnished in the Notice of the 69th Annual General Meeting being sent along with the Annual Report.
The Company's quarterly financial results are submitted to the BSE Ltd within the prescribed time-period in a form so as to enable the Exchange to put the same on its own website. The quarterly results are also published in Free Press Journal (English) and Navshakti (Marathi) newspapers.
General Shareholder Information
(i) Annual General Meeting to be held
Date: 30th September, 2015
Time 11.00 a.m.
Venue Netivali Baug, Kalyan (East)421 306
(ii) Financial Year
1 st April 2014 - 31 st March, 2015
(iii) Date of Book Closure
29th September, 2015 to 30th September, 2015 (both days inclusive)
(iv) Dividend Payment
No dividend is being recommended,
(v) The Company's shares are listed on the Bombay Stock Exchange (Stock/Scrip Code: 509597)
(vi) Registrars & Transfer Agent (RTA):
Sharepro Services (India) Pvt. Ltd
13 AB, Samhita Warehousing Complex,2nd Floor, Near Sakinaka Telephone ExchangeAndheri-Kurla RoadSakinaka, Andheri (E)Mumbai 400 072
(vii) Share Transfer System:
As on 31st March, 2015, a major part of the Company's equity shares was held in demat form. RTA.
(viii) Dematerialisation of shares:
As on 31st March, 2015, 646,736 shares comprising 95.18% of the Company's paid-up capital were held in dematerialized form under INE 722D01015.
(ix) The Company does not have any outstanding GDRs/ ADRs/ Warrants or any convertible instruments.
(x) Plant Location:
The Company is a trading and manufacturing company. The manufacturing facility is located at GIDC, Sarigam (Valsad District) in Gujarat.
(xi) Addresses for correspondence:
Shareholders' correspondence may be addressed to the RTA at the following address:
Sharepro Services (India) Pvt. Ltd
13 AB, Samhita Warehousing Complex, 2nd Floor, Near Sakinaka Telephone ExchangeAndheri-Kurla RoadSakinaka, Andheri (E)Mumbai 400 072