REPORT ON CORPORATE GOVERNANCE
1. Company's Philosophy on Corporate Governance:
The Company's philosophy on Corporate Governance is to create and adhere to a corporate culture of conscience and consciousness, integrity, transparency and accountability for efficient and ethical conduct of business for meeting its obligations towards shareholders and other stakeholders.
The Company envisages attainment of higher levels of transparency, accountability and ethical conduct in all facets of its operations and interactions with its stakeholders including shareholders, employees, customers, suppliers, government, lenders and the community at large.
It aims to increase and sustain its corporate value through growth and innovation. The Company believes that its operations and actions must serve the underlying goal of enhancing the interests of its stakeholders over a sustained period of time, in a socially responsible way.
Corporate Governance is a synonym for sound management, transparency and disclosure, encompassing good corporate practices, procedures, standards and implicit rules which propel a Company to take sound decisions, thus maximizing long-term shareholders' value. Corporate Governance is beyond the realm of law.
In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges in India, the report containing the details of governance systems and processes at Hathway Bhawani Cabletel & Datacom Limited is asunder:
2. Board of Directors:
a) Composition of the Board of Directors
The Board of Directors (“Board”) of the Company has an optimum combination of Executive, Non-Executive and Independent Directors, who are having indepth knowledge of business, in addition to the expertise in their areas of specialization. The Board provides leadership, strategic guidance and an independent view to the Company's management.
The Board comprises of One Executive Director and Four Non-Executive Directors including one women Director out of which three directors are Independent Directors. The composition of the Board and other relevant details relating to Directors are given below:
b) Re-appointment of Directors:
None of the Directors shall retire by rotation pursuant to the provisions of Sections 152 of the Companies Act, 2013, at the forthcoming Annual General Meeting as Mr. Milind Karnik who would have been otherwise liable to retire by rotation at this Annual General Meeting has tendered his resignation. The Company has appointed Mr. Shyam P V and Mr. Vineet th Garg, (who are liable to retire by rotation) on 30 July, 2015 to hold office upto the date of this Annual General Meeting.
As per the provisions of Section 149(4) of the Companies Act, 2013 it would be necessary to have at-least one third of the total number of directors as Independent Directors. The provisions of sub section (10) of the said Section further stipulates that an Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and shall not be liable to retire by rotation. The Company has received the notice along with requisite deposit, from members of the Company pursuant to Section 160 of the Companies Act, 2013, proposing the candidature of Ms. Nandita Swamy for the office of Directors, to be designated as Independent Directorof the Company.
The Board has recommended to the shareholders the appointment / re-appointment of the aforesaid directors retiring by rotation and Independent Directors, as in the opinion of the Board, they fulfill the conditions specified in this Act for holding of office of director/Independent Director. The detailed resume of the aforesaid proposed appointees who have offered themselves for appointment/re-appointment are provided in the explanatory statement annexed to the notice of the Annual General Meeting.
c) Board Meetings and Annual General Meeting:
During the financial year 2014-2015, 5 (Five) Board Meetings were held on May 26, 2014, August 11, 2014, September 18, 2014,November 14, 2014, and February 12, 2015. The th last Annual General Meeting of the Company was held on 10 September, 2014.
d) Code of Conduct :
The Board has laid down a code of conduct for all Board members and Senior Management of the Company.
The Company has obtained the confirmation of the Compliance with the Code from all its st Board members and Senior Management Personnel as on 31 March, 2015. As required by Clause 49 of the Listing Agreement, the declaration on compliance of the Company's code of conduct signed by Managing Director forms a part of this Annual Report.
3. Audit Committee
a) Constitution of Audit Committee:
The Committee comprises of three Non-executive Directors, majority of whom are Independent Directors. All members of the Committee are financially literate. The Chairman of the Committee is a member of the Institute of Chartered Accountants of India.
b) Composition of Audit Committee and Number of Meetings Attended:
During the financial year 2014-2015, 4 (Four) Audit Committee Meetings were held on May 26, 2014, August 11, 2014, November 14, 2014, and February 12, 2015.
The Audit Committee invites such of the Board members and Senior Management team, as it considers appropriate to be present at its meetings. The Statutory Auditors are also invited to these meetings.
b) The Terms of Reference of the Audit Committee:
The terms of reference of the Audit Committee as defined by the Board are as under:
i) Hold discussions with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review the quarterly, half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems.
ii) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
iii) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditor.
iv) Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
v) Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
(a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of Section 134 of the Companies Act, 2013.
(b) Changes, if any, in accounting policies and practices and reasons for the same.
(c) Major accounting entries involving estimates based on the exercise of judgment by management.
(d) Significant adjustments made in the financial statements arising out of audit findings.
(e) Compliance with listing and other legal requirements relating to financial statements.
(f) Disclosure of any related party transactions.
(g) Qualifications in the draft audit report.
vi) Reviewing with the management, the quarterly financial statements before submission to the board for approval.
vii) Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
viii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
ix) Discussion with internal auditors on any significant findings and follow up there on.
x) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
xi) Discussion with Statutory Auditors about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
xii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
xiii) Review of information as prescribed under Clause 49 (II) (E) of the listing agreement.
4. Nomination and Remuneration Committee:
a) Constitution of Nomination and Remuneration Committee:
The Remuneration Committee was re-named as Nomination and Remuneration Committee vide resolution passed by the Board of Directors of the Company on 26 May, 2014 in compliance with the provisions of the Companies Act, 2013.
The Nomination and Remuneration Committee comprises of three (3) members. All the members are Non-Executive Directors of which all the directors are Independent Directors. The Chairman of the Committee is an Independent Director.
b) Composition of the Nomination and Remuneration Committee and the number of meetings attended:
Only 1 (one) meeting of the Nomination and Remuneration Committee was held on February 12, 2015 during the financial Year 2014-2015.
c) Terms of reference:
The Committee has the mandate to review and recommend compensation payable to the Executive Directors and Senior Management of the Company. It also administers the Company's Stock Option plans, if any, including the review and grant of the stock options to eligible employees under plans. The Committee reviews the performance of the Executive Directors, if any, and for the said purpose, lays down requisite parameters for each of the Executive Directors at the beginning of the year.
d) Remuneration Policy:
i) Management Staff:
Remuneration of employees largely consists of basic remuneration and perquisites. The components of the total remuneration vary based on the grades and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled by him, his individual performance, etc.
ii) Non- Executive Directors:
The Company pays sitting fees to all the Non- Executive Directors of the Company. The sitting fees paid is within the limits prescribed under the Companies Act, 2013. The details of the sitting fees paid to the Non-Executive Directors during the year 2014-15 are as under :
iii) Executive Directors:
Mr. Kuldeep Puri ceased to be the Managing Director of the Company with effect from May 31, 2014. Mr. Samson Jesudas, Managing Director & CEO is the only Executive Director of the Company. Mr. Samson Jesudas do not receive any remuneration from the Company.
1. Stakeholders' Relationship Committee:
a) Constitution and Composition of Stakeholders' Relationship Committee:
The Shareholders' Grievance Committee was renamed as Stakeholders' Relationship Committee vide resolution passed by the Board of Directors of the Company on 26 May, 2014 in compliance with the provisions of the Companies Act, 2013.
The Stakeholders' Relationship Committee has been constituted to look into investor's complaints like transfer of shares, non-receipt of declared dividends, etc. and to take necessary steps for redressal thereof. The Committee is a Board level committee under the Chairmanship of Mr. Milind Karnik, a Non-Executive Director. No meeting of Stakeholders' Relationship Committee was held during the Financial Year 2014-2015.
b) Mr. Dilip Vaidya, Company Secretary, is the Compliance officer of the Company.
c) During the year 2014-2015, the Company has not received any investor complaints. There were no complaints pending as at end of the year.
d) Share Transfers in Physical Mode:
Shares sent for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if the documents are complete in all respects. The Stakeholders' Relationship Committee of the Company meets as often as required. There were no physical transfers during the year under review.
7. Means of Communication:
(i) The quarterly results of the Company are generally published in Aapla Mahanagar (Marathi Newspaper) and Financial Express (English Newspaper). The Company proposes that all quarterly, half-yearly and full year financial results be published at least in 2 newspapers. The quarterly results are further submitted to BSE Limited immediately after the conclusion of the respective meetings.
(ii) No presentations were made to institutional investors or to the analysts during the year under review.
(iii) The Management Discussion and Analysis Report forms part of this Annual Report.
8. General Shareholder Information:
Date, time and venue of Annual General Meeting of Shareholders
September 25, 2015 at 3:00 p.m. at Ground Floor,
Windsor, Off CST Road, Kalina, Santacruz(East), Mumbai 400098.
Dates of book closures
Monday, 14th September, 2015 to Wednesday, 16th September, 2015
The Board of Directors of the Company has not recommended any dividend for the financial year ended 31st March, 2015.
The Company follows April-March as its financial year.
The results for every quarter beginning from April are declared in the month following the quarter as per the listing agreement.
Listing on stock exchanges
Paid to BSE Limited for the Financial Year 2015-2016.
"Rahejas", 4th Floor, Corner of Main Avenue & V.P. Road, Santacruz (West), Mumbai- 400 054.
Tel: (022) 26001306 • Fax: (022) 26001307
Registrar and Share Transfer agents
Bigshare Services Private Ltd.
E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072
Tel.: (022) 28470652/28470653 • Fax: (022) 28525207
i. Share Transfer System
Shares sent for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. The Stakeholders' Relationship Committee of the Company meets as often as required.
J. Plant Locations
The Company does not have any manufacturing activities.
The Company has established required connectivity with Central Depository Services(India) Limited and National Securities Depository Limited and the same are available in electronic segment under ISIN No. INE 525B 01016. As on 31st March 2015, 79, 67, 329 Equity Shares representing 98.36% had been dematerialized.
The Company has no outstan ding GDR's/ADR's/Warrants or any convertible instruments pending conve rsion or any other instrument likely to impact the Equity Share Capita l of the Company.
n. Address for correspondence
For general Correspondence
"Rahejas", 4th Floor, Corne r of Main Avenue & V.P. Road,Santacruz (West), Mumbai - 400 054.
Tel: (022) 26001306 F ax: (022) 26001307Email: investor.g rievanceehathway .net
For matters related to Share transfers Dematerialisation, etc.
Bigshare Se rvices Private L td.
E-2/3, Ansa Ind ustri al Estate,Sakiviha r Road, Saki Naka,Andheri (E ast), Mumbai - 400 072
Tel.: (022) 28470652/28470653Fax: (022) 28525207
o. Stock Exchange Code:-
9. Other Disclosures:
a. Related Party Transactions:
There are no transactions of material nature with Directors/Promoters or any related entity, which will have any potential conflict with the interests of the Company at large. The transactions mentioned under the Section of Notes to Accounts which forms a part of the Auditors' Report for the year ended 31st March, 2015 are non-material in nature.
b. Code for Prevention of Insider Trading Practices:
In compliance with SEBI's regulation on prohibition and prevention of Insider Trading, the Company has established comprehensive Code of Conduct for prohibition and prevention of Insider Trading for its designated employees/persons and Directors. The said Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company.
The Company has also established the Code of Practices and Procedures of fair disclosure of Unpublished Price Sensitive Information.
c. Meeting of Independent Directors:
As required under Section 149 of the Companies Act, 2013 read with Schedule IV to the Act and Clause 49 II (B)(6) of the Listing Agreement entered into with the Stock th Exchanges, the Meeting of Independent Directors of the Company was held on 12 February 2015 inter-alia to review the performance of non-independent Directors and Board as a whole, the Chairperson of the Company and to assess the quality, quantity and flow of information between the management and the board. Further the Independent Directors were briefed on their roles, rights and responsibilities towards the Company, the nature of industry in which the Company operates and its business model
d. Compliance by the Company:
During the year the Company has received a notice from BSE Limited for payment of penalty of Rs. 16,854/- for late submission of Annual report for FY 2013-14. The Company has duly paid the said fine.
e. Compliance with the Mandatory requirements and implementation of the Non- Mandatory Requirements:
The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement. The Company has not implemented the non-mandatory requirements enlisted by way of annexure to Clause 49 of the listing agreement excepting the constitution of Nomination and Remuneration Committee.
f. The Company has not implemented the Whistle Blower Policy which is a nonmandatory requirement under the code of the Corporate Governance.
10. CEO/CFO Certification:
a) As required under Section V of Clause 49 of the Listing Agreement with the Stock Exchanges, the Managing Director and Chief Financial Officer of the Company have certified to the Board regarding their review on the Financial Statements, Cash Flow Statements and other matters related to internal controls in the prescribed format for the year ended March 31, 2015.
11. Request to investors:
a) Investors are requested to communicate change of address, if any, directly to the share transfer agent of the Company at the above address.
b) As required by SEBI, investors shall furnish details of their bank account number and name and address of the bank for incorporating the same in the warrants. This would avoid wrong credits being obtained by unauthorized persons.
c) The Shareholders who still hold the shares in the physical mode are requested to convert their respective holding in Dematerialization form and get their email-id registered with the Company / Registrar & Share Transfer Agent to enable the company to send all the Communications / Correspondence through electronic mode.
d) Investors who have not availed nomination facility are requested to avail the same by submitting the nomination form. The form will be made available on request.
e) Investors holding shares in electronic form are requested to deal only with their depository participant in respect of change of address, nomination facility and furnishing bank account number etc.
CODE OF CONDUCT DECLARATION
Pursuant to Clause 49 II (E) of the Listing Agreement entered into with the Stock Exchanges, I hereby declare that the Company has obtained affirmative compliance with the code of conduct from all the Board members and senior management personnel of the Company.
Managing Director & CEO
Date: August 12, 2015