REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2014-15
(PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT)
The Company pursuant to Clause 49 of the listing agreement with the Stock Exchanges furnishes its report on the code on Corporate Governance.
1. Company's Philosophy on Code of Governance:
Your Company is fully committed to the principles of transparency, integrity and accountability in all spheres of its operations and has been practicing the principles of good corporate governance over the years. In keeping with this commitment, your Company has been upholding fair and ethical business and corporate practices and transparency in its dealings and continuously endeavors to review strengthen and upgrade its systems and procedures so as to bring in transparency and efficiency in its various business segments.
Your Board of Directors present the Corporate Governance Report for the year 2014-15 based on the disclosure requirements under Clause 49 of the Listing Agreement existing as on 31st March 2015.
2. Board of Directors:
Composition of Board of Directors of the Company is not as per provisions of the Companies Act, 2013. Hence the existing Management is not able to comply with the composition as set out in the provisions of the Act. However, for the prudent compliance norms and policies adopted by the Management, the Board has formed necessary Committees as required under the Act. None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he is a Director. Necessary Disclosures regarding Committee positions in other Public Companies as on March 31, 2015 have been made by the Directors.
During the financial year ended 31st March, 2015, 7 Meetings of the Board of Directors were held as on 30/05/2014, 14/08/2014, 14/11/2014, 05/01/2015, 15/01/2015, 14/02/2015 and 31/03/2015.
The Board periodically reviews compliance reports of all the laws applicable to the Company and has put in place procedures to review steps to be taken by the Company to rectify instances of non-compliance, if any.
During the year a separate meeting of the independent Directors was held inter alia to review the performance of non-independent Directors and the board as a whole.
3. Board Committees
The Board has constituted the following Committees of Directors:
(a) Audit Committee:
i. Terms of Reference
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013.
The terms of reference, Role and powers of the Audit Committee are as mentioned in Clause 49 II (A) to (E) of the Listing Agreement entered into with the Stock Exchanges and read with Section 177 of the Companies Act, 2013 and to review Internal Audit Reports, Statutory Auditors' Report on the financial statements, to generally interact with the Internal Auditors and Statutory Auditors, to review the adequacy of internal control systems, to select and establish accounting policies, to review financial statements before submission to the Board, to recommend the appointment and removal of external auditor and fixation of audit fees and other matters.
As on 29.08.2015 the composition of Audit Committee comprises of Mr. Chandrakant Dahale- Chairman, Mr. Dinesh Agrawal and Mr. Harish Agrawal as Members. The composition of the Committee is in accordance with Clause 49 of the Listing Agreement.
During the 2014-15 under review 4 meetings of the Audit Committee were held on, 30/05/2014, 14/08/2014, 14/11/2014 and 14/02/2015. The attendance of members is as follows:
(b) Stakeholder's Relationship Committee
(i) Terms of references
a) To scrutinize and approve registration of transfer of shares / debentures / warrants issued / to be issued by the Company.
b) To exercise all power conferred on the Board of Directors under Article 43 of the Article of Association.
c) To decide all questions and matters that may arise in regard to transmission of shares / debentures / warrants issued / to be issued by the Company.
d) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those reported lost,
e) To refer to the Board and any proposal of refusal of registration of transfer of shares / debentures / warrants for their consideration.
f) To look into shareholders and investors complaints like transfer of shares, non-receipt of declared dividends, etc., and
g) To delegate all or any of its power of Officers / Authorized Signatories of the Company.
As on 29.08.2015 the composition of Stakeholder's Relationship Committee comprises of Mr. Chandrakant Dahale- Chairman , Mr. Dinesh Agrawal and Mr. Harish Agrawal as Members. The Committee met 4 times during the 2014-15 respectively on 30/05/2014, 14/08/2014, 14/11/2014 and 14/02/2015. The attendance of the members is as follows:
c) Nomination & Remuneration Committee
As on 29th August, 2015, the Nomination & Remuneration Committee comprises 3 Directors, Mr. Chandrakant Dahale, Mrs. Suruchi Agrawal and Mr. Harish Agrawal. The Committee met once during the year and was attended by all the members.
The constitution and terms of reference of the Nomination & Remuneration Committee is not in agreement with the guidelines prescribed under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. However the existing Management is making all round efforts to comply with the Listing Agreement and as per the provisions set out in the Act.
The Committee has laid down the performance evaluation criteria for all the Directors, committees of the Board and Board as a whole. The performance evaluation of the board as a whole was assessed based on the criteria, like its composition, size, mix of skills and experience, its meeting sequence, effectiveness of discussion, decision making, follow up action, quality of information, governance issues and the performance and reporting by various committees set up by the board.
The performance evaluation of individual Director was carried out based on his commitment to the role and fiduciary responsibilities as a board member, attendance and active participation, strategic and lateral thinking, contribution and recommendations given professionally.
5. Other Disclosures:
(a) Related Party Transactions
Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large:
None of the transactions with any of the related parties were in conflict with the interest of the Company at large.
(b) Disclosure of Accounting Treatment
In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.
c) Disclosures on Risk Management
During the year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures as required under Clause 49 of the Listing Agreement. The Company has framed the Risk Assessment and Minimization- Procedure which will be periodically reviewed by the Board.
(d) Code of Conduct
The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. A declaration to this effect signed by the Chairman forms part of this Report.
(e) Details of non-compliance by the Company, penalties, and 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: Company is currently suspended from trading on BSE Limited, due to non-Compliance with Listing Agreement. However, currently is making all the efforts to revoke the suspension at earliest.
(f) Whistle Blower policy and affirmation that no personnel have been denied access to the audit committee.
The Company has a robust Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach their Supervisor and makes protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The Whistle Blower Policy is an extension of the company's Code of Ethics and Independent Directors Familiarization Programme, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames as per Company's Policy. Under the Policy, each employee of the Company has an assured access to their Supervisor. During the year under review, no employee was denied access to the Audit Committee and direct access to the chairperson of the Audit Committee was provided in appropriate or exceptional cases.
(g) Policy against Sexual and Workplace Harassment
The Company values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.
The Company has put in place a policy on redressal of Sexual and workplace Harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). As per the policy, any employee may report his/ her complaint to the Redressal Committee formed for this purpose or their Manager or HR personnel. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy. As such there are no complaints during the financial year ended 31st March, 2015.
MEANS OF COMMUNICATION:
(a) QUARTERLY RESULTS:
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board.
Name of the Company's Website where the results are displayed is www.hariyanametals.in
(c) OFFICIAL NEWS RELEASES:
The Company displays official news releases as and when the situation arises.
(d) PRESENTATIONS MADE TO THE INSTITUTIONAL INVESTORS OR TO THE ANALYSTS.
The Company makes presentation to institutional investors or the analysts when found appropriate.
6. General Shareholder information:
(a) AGM date, time and venue:
Annual General Meeting will be held on Monday, 28th September, 2015, at 11.30 A.M. at Old Motor Stand, Itwari, Nagpur - 440008.
(b) Financial Year:
The Financial Year is from 1st April 2015 to 31st March 2016.
Unaudited Results for quarter ending June 30, 2015 : End of July 2015
Unaudited Results for quarter ending September 30, 2015 : End of October 2015
Unaudited Results for quarter ending December 31, 2015 : End of January 2016
Audited Results for year ending March 31, 2016 : End of May 2016
AGM for year ending March 31, 2016: End of September 2016
(c) Book Closure period:
Tuesday 22nd September, 2015 to Monday 28th September, 2015.
(d) Dividend payment:
The Company has not declared any dividend.
(e) Stock Exchanges where securities are listed.
The Company's securities are listed at Bombay Stock Exchange Limited. (Scrip Code: 506024) ISIN: INE219D01012.
(f) Stock Market Data:
Month wise data is mentioned below:
Equity Shares of the Company are suspended due to non Compliance with the Listing Agreement. However, the Management is making all the efforts to revive the same and complied with Listing Agreement. Your Company is expecting in-principle approval for trading from BSE at earliest.
(g) Registrar and Transfer Agent :
Purva Sharegistry (India) Limited
9, Shiv Shakti Industrial Estate, J R Boricha Marg, Lower Parel, Mumbai - 400011.
(h) Share transfer system with number of shares transferred:
Share transfers in physical form are registered and returned within a period of 15 days from the date of receipt, in case documents are complete in all respects.
(i) Dematerialization of shares and liquidity:
(j) Outstanding GDRs/ Warrants, Convertible Bonds, conversion date and its impact on equity:
(n) Address for correspondence:
Registered Office is situated at: Old Motor Stand, Itwari, Nagpur - 440008.
Website: www.hariyanamentals.in Email: hariyana firstname.lastname@example.org
The Company is not yet implementing the non-mandatory requirements under Clause 49 of the Listing Agreement. However, adoption of other non-mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.