CORPORATE GOVERNANCE REPORT
The Company believes that Corporate Governance is a set of processes, customs, policies, rules, regulation and laws for ensuring transparency, professionalism and accountability in its dealings with its customers, principal, employees, shareholders and with every individual who comes in contact with the Company. The Company's philosophy on Corporate Governance is bounded upon a rich legacy of fair ethical governance practices which has been in practice since the beginning. In fact the company has long been a staunch supporter of this code even before it became mandatory. Integrity, transparency, accountability and compliance with laws which are columns of good governance have always been the hallmark of company. The Company is in full compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and in this regard, submits a report on the matters mentioned in the said clause and also the practices followed by the Company as stated below:
Size and Composition of Board of Directors
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 6 members, three of whom are executive or whole-time directors, and three are independent directors. The Board periodically evaluates the need for change in its composition and size.
Details of composition of the board, Category of Directors, shareholding details, number of board meeting attended, attendance at last AGM, Total Number of directorship held, Chairpersonship & Membership of the committees are as given below. Directorship for this purpose also includes alternate directorship but does not include directorship in foreign company. Chairmanship / Membership of Board Committees include only Audit committee and Stakeholders Relationship Committee.
Change in directors
During the year u nder review Sh. D. S. Rana, Sh. Pawan Nagpal and Sh. Raj Mittal have resigned from the directorship of the company w.e.f. 14/02/2015, 12/11/2014 and 21/04/2014 respectively. Sh Gian Chand Thakur was appointed as Whole Time Director of the company w.e.f. 12/11/2014 and Mrs. Malkeet Kaur was appointed as an additional director being woman director on the Board of the company w.e.f. 28/03/2015.
Information to Directors:
All the meetings are conducted as per well designed and structured agenda. All the agenda items are backed by necessary supporting information and documents (except for the critical price sensitive information, which is circulated at the meeting) to enable the Board to take informed decisions. Additional agenda items in the form of "Other Business" are included with the permission of the Chairman. In addition, for any business exigencies, the resolutions are passed by circulation and later placed in the ensuing Board Meeting to take note of the same. Apart from the Board members, the Company Secretary and the CFO are invited to attend all the Board Meetings. Other senior management executives are called as and when necessary, to provide additional inputs for the items being discussed by the Board. The CFO makes presentation on the quarterly and annual operating & financial performance and on annual operating. The Chairman of various Board Committees brief the Board on all the important matters discussed & decided at their respective committee meetings, which are generally held prior to the Board meeting.
Post Meeting Action:
Post meetings, all important decisions taken at the meeting are communicated to the concerned officials and departments. Action Taken Report is prepared and reviewed periodically by the Company Secretary for the action taken / pending to betaken.
Support and Role of Company Secretary:
The Company Secretary is responsible for convening the Board and Committee meetings, preparation and distribution of Agenda and other documents and recording of the Minutes of the meetings. He acts as interface between the Board and the Management and provides required assistance and assurance to the Board and the Management on compliance and governance aspects.
Training/Familiarization of Board of Directors
Your Company follows a structured orientation and familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Company s policies and procedures on a regular basis. Periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of familiarization programme have been posted in the website of the Company under the web link www.himachalfibre.com
Remuneration Paid to Directors
Looking the scenario of the textile Industry and financial position of the company none of the Executive Directors have taken any remuneration except Sh. Gian Chand Thakur (Whole Time Director) to whom a consolidated remuneration of Rs. 60,000/- per month has been paid w.e.f. 12/11/2014. Sh. Pawan Nagpal also received consolidated remuneration of Rs. 50,000/- per month from April 2014 to September 2014.
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 31 March, 2015 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.
Code of Conduct for Board members and Senior Management
The Board of Directors has laid down the code of conduct for all the Board members and members of the Senior Management of the Company. All the Board members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct is available on the website of the company.
BOARD COMMITTEES AUDIT COMMITTEE
Five Audit Committee meetings were held during the year on 28th May, 2014, 14th August, 2014, 05th September, 2014, 14th November, 2014, 14th February, 2015. The company secretary acts as the secretary to the committee. The terms of reference of the committee is as per Companies Act, 2013 and clause 49 of listing agreement
NOMINATION AND REMUNERATION COMMITTEE
The remuneration committee was renamed and reconstituted as Nomination and Remuneration Committee at a board meeting held on 28.05.2014. The terms of reference of the committee inter alia includes:
1. Formulation of the criteria for determining candidature of director and evaluation of Independent Directors and the Board
2. formulate policy relating to the remuneration of the directors, key managerial personnel and other employees and policy on Board diversity;
The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. However, the Company has been paying the remuneration during the year as per performance of the Company.
The committee meeting was held on 24.01.2015 under the chairmanship of Sh. Sushil Kumar Singla. Sh. Rajan Dhawan who was inducted committee member during the year. The committee also approved the Nomination and Remuneration Policy and Criteria of Annual Evaluation of the Board of Directors. The details of the composition of the Remuneration Committee are as under:
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee was constituted by the Board on 28 May, 2014 consequent to the dissolution of the Shareholders'/ Investors' Grievance Committee). The Stakeholders' Relationship Committee' Committee is primarily responsible to review and redressal of shareholders' / investors' / security holders' complaints. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading.
The Stakeholders' Relationship Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.
The Stakeholders Relationship Committee comprises of three members, viz.; Sh. Sushil Kumar Singla, Sh. Akhil Malhtra and Sh. Rajan Dhawan. Sh. Sushil Kumar Singla is the Chairperson of this Committee. The Stakeholders Relationship Committee once during the year 2014-15 on 24 January 2015.
The details of composition & Meeting Details of the Committee are as under:
No complaints were received from the shareholders during the year 2014-15 and no investor complaint was pending with the Company as well as Registrar and Share Transfer Agent of the Company as on 31 March 2015. Sh. Amit Sharma, the Company Secretary is the Compliance Officer of the Company and be contacted at Ph: 0161-4684000 and Fax:0161-4684010 and Email: firstname.lastname@example.org
RISK MANAGEMENT COMMITTEE
The Board of Directors of the Company at its meeting held on 28.05.2014 constituted a Risk Management Committee of the Board comprising of two Non-Executive Independent Directors viz. Shri Sushil Kumar Singla and Sh. Rajan Dhawan and one executive director viz. Shri Akhil Malhtra.
FORMULATION OF POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration Committee through discussion evaluated the performance of all non independent directors, Whole time directors and Board as whole in their meeting held on 24.01.2015. The nomination and remuneration policy is available at the website of the Company.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website www.himachalfibre.com
There is no subsidiary, associate and joint venture of the Company. Thus disclosure on subsidiary and provisions related to consolidated financial statement etc are not applicable.
WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. During the year under review, no employee was denied access to the Audit C ommittee.
Compliance with Accounting Standards
In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
As required under Clause 49 IX of the listing agreement with the stock exchanges Sh. Akhil Malhotra, Managing Director and Sh. Ashwani Kumar, CFO certifies to the Board that:
a) The financial statements and the Cash Flow Statement for the year have been reviewed and to the best of his knowledge and belief:
(i) these statements do not contain any untrue statement of material fact, have not omitted any material fact and do not contain any statement that is misleading;
(ii) these statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards applicable laws and regulations.
b) To the best of his knowledge and belief no transactions entered into by the company during the year are fraudulent, illegal or violate the Company's code of conduct.
c) He accepts responsibility for establishing and maintaining internal controls for financial reporting and that he has evaluated the effectiveness of internal control systems of the company pertaining to financial reporting.
d) He has indicated to the auditors and the Audit Committee:
1. Significant changes in the internal control over financial reporting during the year
2. Significant changes in accounting policies during the year and that the same has been disclosed in the notes to the financial statements; and
3. There have been no instances of significant fraud either by the management or an employee having a significant role in the Company's internal control system of financial reporting.
MEANS OF COMMUNICATION
Annual Reports in respect of each financial year are mailed to all shareholders in August/ September of each calendar year. Each Report contains the annual accounts of the company in respect of the financial year with the Directors' and Auditors' Reports. Also included in each Annual Report is the Notice convening the annual general meeting, the financial year's Corporate Governance Report and the cash flow statement together with the corresponding reports of the auditors.
The quarterly, half-yearly and annual financial results were/will be published in eminent daily newspapers like Business Standard (English & Hindi)and also displayed on Company's website : www.himachalfibre.com
Registered Office : Plot No: 43-44, Industrial Area, Barotiwala, Himachal Pradesh- 174103 Telephone No. - 0161-4684000 Fax No. -0161-4684010 Email: email@example.com
PARTICULARS OF DIRECTORS REAPPOINTED
As required under clause 49 of the Listing Agreement, the details of Director appointed/reappointment are given in this annual Report and forms part of this report.
Registrar and Transfer Agent
Shareholders may contact the Company's Registrar and Share Transfer Agent (for both physical and demat segments) at the following address for any assistance regarding dematerialization of shares, share transfers, transmission, change of address, non-receipt of annual report and any other query relatingto the sharesof the Company:
BEETAL Financial & Computer Services Pvt Ltd.
BEETAL HOUSE, 3rd Floor, 99, Madangir, behind LSC, New Delhi - 110062 Ph. 011-29961281-283 Fax 011-29961284, Email: firstname.lastname@example.org Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.
Plot No. 43-44, Industrial Area, Barotowala, Himachal Pradesh -174103
The Company has fully complied with the applicable mandatory requirements of clause 49 of the listing agreement.
Adoption of non-mandatory requirements under Listing Agreement The Board:
Since the company have a non executive chairman a separate office is maintained at Registered office of the company along with a separate office at Corporate office at 8-L, Model Town Ludhiana -141002
The quarterly and half-yearly financial results are published in widely circulated dailies and also displayed on Company's website www.himachalfibre.com Hence, these are not individually sent to the Shareholders.
Reporting of In ternal Auditor:
The internal auditor reports to audit committee.
General Shareholders Information
Annual General Meeting
Date : 28th September, 2015
Day : Monday
Time : 11.30 A.M
Venue : PlotNo: 43-44, Industrial Area,Barotiwala, Himachal Pradesh – 174103
Financial Year : 1st April to 31st March
Financial results were announced on:
o August 2014 : First Quarter
o November 2014 : Second Quarter
o February 2015 : Third Quarter
o May 2015 : Audited Results
The dates of book closure are from25th September, 2015 to 28th September, 2015 (inclusive of both days).
Demat ISIN Number for NSDL and CDSL : INE723D01021
At present, the equity shares of the company are listed on the Bombay Stock Exchange Limited (BSE).
Bombay Stock Exchange Ltd. 25th Floor, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai - 400 001
Stock Code : Demat Segment - 514010
SHARE TRANSFER SYSTEM
The Company’s shares are in demat mode. The shares received for transfer in physicalmode are registered and returned within a period of 15 days fromthe date of receipt, if the documents are clear in all respect.
DEMATERIALISATION OF SHARES:
As on 31st March, 2015, 75.521% of the capital comprising 6,51,37,000 shares, out of total of 8,62,50,000 shares were dematerialised.
ADDRESS OF CORRESPONDENCE
Shareholders may contact:
Sh. Amit Sharma (Company Secretary) at
Registered Office & Works Plot No: 43-44, Industrial Area, Barotiwala, Himachal Pradesh - 174103
8-L, Model Town, Ludhiana-141002 Telephone No. -0161-4684000 Fax No. - 0161-4684010 Email: email@example.com