CORPORATE GOVERNANCE REPORT
(Pursuant to clause 49 of the Listing Agreement)
Company Philosophy on code of governance:
The essence of Corporate Governance lies in its transparency, its efficiency lies in its ability to protect the stakeholders interest. Sound ethical practices, transparency in operations and timely disclosures go a long way to enhancing long-term shareholder value while safeguarding the interest of all the stakeholders.
Clause 49 of the listing agreement with stock exchanges in India has set the benchmark compliance rules for a listed company and the baseline for governance standards.
Corporate governance is an integral part of the way your Company does business. Hem Holdings and Trading Limited continues to believe that a good Corporate Governance is essential to achieve long-term corporate goals and to enhance stockholders' value.
Your Company is a listed company on the Bombay Stock Exchange, Mumbai and has a governance process and practices to achieve transparency and professionalism in action as well as the implementation of policies and procedures to ensure high ethical standards as well as responsible management.
We also believe that Corporate Governance is a continuously improving process and are always striving towards achieving the highest standards possible.
Board of Directors:
a. Composition of Board of Directors.
As on March 31st March, 2015, your Company's Board of the Directors of the Company consisted of five (5) Directors with varied experience in different areas. The composition of the Board is in conformity with the clause 49 of the provisions of listing agreement, with 50% of the Board consisting of Independent Directors. The details of composition and categories of Directors are as follows.
a. Shri Ketan M. Shah (Executive Director)
b. Smt. Sangeeta K. Shah(Woman & Executive Director)
c. Shri Pankaj Sachdeva(Independent Director)
d. Shri Mehul Nisar (Independent Director)
e. Smt. Prabha M. Shah (Non- Executive Director)
Smt. Prabha M. Shah ceased to be as a Director of the Company w.e.f. 12th Apr'15 due to her untimely and sad demise.
All statutory & other significant and material information are placed before the Board to enable it to discharge its responsibilities of strategic supervision of the company and as trustees of stakeholders, as per policy the Board meets at least once every quarter. During the year the Board met 7 times on 28th May'14, 16th Jun'14, 12th Aug'14, 4th Sep'14,12th Nov'14, 30th Dec'14,12th Feb'15
c. Directors seeking reappointment
Shri Ketan M. Shah retires at the ensuing Annual General Meeting and is eligible for re-appointment.
2. Code of Business Conducts and Ethics
The Board of Directors has laid down a Code of Conduct for all Board Members and senior employees of the Company. The annual accounts contain the Code of Conduct and a declaration by the Director.
Your company has adopted a code of conduct for all the Board members and members of senior management, between whom it has been circulated and compliance thereto affirmed. A declaration signed by the Director is given below.
3. Committees of the Board
a) Audit Committee
The Audit Committee continued working under Chairmanship of Shri Pankaj Sachdeva with Shri Mehul Nisar and Smt. Sangeeta K. Shah as co-members.
The sub-committee met on four occasions with full attendance of all the members.
b) Nomination & Remuneration Committee
The Nomination & Remuneration Committee has been constituted under the Chairmanship of Shri Ketan M Shah with Shri Pankaj Sachdeva and Shri Mehul Nisar as co-members. The Committee has been formed to review and recommend the remuneration policy of the Company and to recommend the revision in salary structure of Directors. During the year, the sub-committee met once on 23rd Apr'14 with full attendance of all the members and decided that due to slow growth in Industries and low profits directors should not draw any remuneration.
c) Investors Grievances Redressal Committee
The Investors Grievances Redressal committee has been constituted under the Chairmanship of Shri Pankaj Sachdeva with Shri Ketan M Shah and Smt. Sangeeta K Shah as co-members. The committee has been formed for faster Redressal of investor grievances. In the Financial year under review, one meeting of the Committee was held 30th Aug'14.
i. There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company.
ii. Details of non-compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years -
There was no instance of levy of any penalties during the last three years..
iii. The company has put in place a mechanism of reporting illegal or unethical behavior. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The reports received from any employee will be reviewed by the audit committee. It is affirmed that no person has been denied access to the audit committee in this respect. The Directors and senior management are to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice.
5. Means of Communication
Information like financial results (quarterly, half-yearly or annual) and press releases on significant developments in the Company have also submitted to the stock exchanges to enable them to put them on their websites and communicate to their members.
Details of management discussion are a part of the annual report.
No presentation made to institutional investors or to the analysts. Management Discussion & Analysis are not a part of Annual Report.
6. General Shareholder Information for the year
AGM- Date, Time and venue
Book Closure Date
20.09.2015 to 28.09.2015
Dividend Payment Date
No dividend declared
Listing of Equity Shares on Stock Exchange
Bombay Stock Exchange, Mumbai
Market price data and other related information
The shares are not being regularly traded.
Registrar & Transfer Agent.
Securities are maintained In-house in the Company.
Auditors' Certificate on Corporate Governance
As required under clause 49 of the listing Agreement, the Auditors Certificate(Annexure -2) is annexed to the Directors' Report. J)
(Ketan M. Shah)