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Hinduja Ventures Ltd.

BSE

  • 520.00 -2.15 (-0.41%)
  • Vol: 1930
  • BSE Code: 500189
  • PREV. CLOSE
    522.15
  • OPEN PRICE
    524.50
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    520.00(46)

NSE

  • 522.05 0.00 (0%)
  • Vol: 3543
  • NSE Code: HINDUJAVEN
  • PREV. CLOSE
    522.05
  • OPEN PRICE
    517.65
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    522.05(320)

Hinduja Ventures Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company believes in adopting the best practices in the areas of Corporate Governance. The Management and Employees of the Company are committed to uphold the core values of transparency, integrity, honesty and accountability, which are fundamental to the Company as a whole.

During the year, the Company has taken all steps to bring its corporate practices in line with the Clause 49 of the Listing Agreement. The Company will continue to focus its resources, strengths and strategies for creation and safeguarding of the shareholder's wealth and at the same time protect the interests of all its shareholders.

The detailed report on implementation by the Company, of the Corporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges is set out below.

2. BOARD OF DIRECTORS

A. Composition:

The composition of the Board is in confirmation with the Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Executive Chairman (Promoter Group)

Mr. Ashok. P. Hinduja, Executive Chairman

Non-Executive Directors (Promoter Group)

Mr. Ramkrishan P. Hinduja, Co-Chairman Ms. Vinoo Hinduja (up to January 30, 2015)

Executive Director (Non-Promoter Group)

Mr. Ashok Mansukhani, Whole-Time Director

Independent Directors (Non-Executive)

Mr. Anil Harish Mr. Rajendra P. Chitale Mr. Prashant Asher (w.e.f September 23, 2014) Ms. Bhumika Batra (w.e.f March 11, 2015) Mr. Hemraj C. Asher (up to June 05, 2014) Mr. Prakash Shah*

*has resigned w.e.f close of business hours of  April 24, 2015.

Alternate Director

Mr. Ravi Mansukhani (up to August 12, 2014)

3. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with provisions of Clause 49 of the Listing Agreements entered into with the Stock Exchanges read with Section 177 of the  Act.

A. Terms of Reference:

The terms of reference of the Audit Committee are as under:

1. 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.

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

3. Approval of payment to Statutory Auditor for any other services rendered by the Statutory Auditor.

4. Reviewing, with the Management, the annual financial statements and auditor's report thereon 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 clause (c) of sub-section 3 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.

5. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval.

6. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the Auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties.

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. 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;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. 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;

16. Discussion with statutory auditor before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. 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;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

. Composition:

The composition of the Audit Committee is as follows:

Chairman : Mr. Anil Harish

(Independent Director)

Members : Mr. Ramkrishan P. Hinduja

(Non-Executive Director)

Mr. Rajendra. P. Chitale

(Independent Director)

Mr. Prakash Shah*

(Independent Director)

*ceased to be a member w.e.f. close of business hours of April 24, 2015.

Mr. Anil Harish, Chairman of the Audit Committee was present at the previous Annual General Meeting of the Company held on September 22, 2014.

The Company Secretary acts as Secretary to the Committee. The permanent invitees to Audit Committee meetings include representatives of the Statutory Auditors and representatives of the Internal Auditor, Whole Time Director and Chief Financial Officer.

C. Meetings and Attendance:

The details of meetings held during the year and the attendance thereat are as follows:

Dates of Meetings: May 29, 2014, August 12, 2014, November 13, 2014 and January 30, 2015.

Four (4) Audit Committee Meetings were held during the year and the time gap between any two meetings did not exceed four months.

NOMINATION AND REMUNERATION COMMITTEE

The nomenclature of Remuneration Committee was changed to Nomination and Remuneration Committee on August 12, 2014 pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

A. Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee are as under:

1. Reviewing and discussing managerial compensation including compensation of Executive Chairman.

2. Negotiating / finalizing with Executive Chairman/ Whole-Time Director the terms and conditions of the office of Chairman/Whole-Time Director.

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

4. To ensure remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

5. Perform such other function in relation to managerial remuneration up to one level below the Board.

6. The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and those who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.

7. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

8. Formulation of criteria for evaluation of Independent Directors and the Board;

9. Devise a policy on Board diversity.

Composition:

The Composition of Nomination and Remuneration Committee is as follows:

Chairman : Mr. Anil Harish*

(Independent Director)

Members : Mr. Rajendra P. Chitale

(Independent Director)

Mr. Prashant Asher

(Independent Director)

*On resignation of Mr. Hemraj C. Asher, Independent Director w.e.f. June 05, 2014, Nomination and Remuneration Committee was reconstituted at the Board Meeting held on September 23, 2014 with Mr. Anil Harish as Chairman.

The Nomination and Remuneration Committee reviewed:

1. Remuneration Policy / Code of Conduct of Directors and Senior Management Personnel / Familiarization program for Independent Director / Board Diversity policy / Policy on Meeting of Independent Director / Policy on Board Evaluation / policy on performance Evaluation of Independent Director.

2. Recommendation for appointment and Payment of remuneration to Whole Time Director.

3. Recommendation for appointment of Independent Directors.

4. Plan for orderly succession for appointment to the Board and Senior Management.

5. Performance Evaluation of Board.

Remuneration Policy:

The Company has adopted Remuneration Policy for Directors, KMPs and Senior Executives which is annexed as Annexure "1" to this report. The objective of the remuneration policy of Hinduja Ventures

Limited ("HVL") is to attract, motivate and retain qualified and expert individuals that the company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of HVL's stakeholders.

Details of Remuneration to all Directors:

Remuneration was paid only to Whole-Time Director for the Financial Year 2014-2015. No other Directors were paid remuneration except sitting fees for the Financial Year 2014-2015.

No sitting fees were paid to Whole-Time Director and Executive Chairman for the Financial Year 2014-2015.

Criteria for Payment to Non- Executive Director:

Non-Executive Directors are paid sitting fees for attending each meeting of the Board of Directors and Committee thereof. Non-Executive Directors are also reimbursed travelling and out of pocket expenses incurred in attending the meetings. There were no material pecuniary relationships or transactions with Non-Executive Directors.

A. Terms of Reference:

The terms of reference of Stakeholder Relationship Committee are as under:

i. To specifically look in to redressing shareholder's and investor's complaints in the following areas-

a. Transfer of shares;

b. Non-receipt of financial statements and other documents under Companies Act, 2013;

c. Non-receipt of declared dividend;

d. Non-receipt of shares lodged for transfer;

e. Issue of Duplicate Share Certificates;

f. Forged Transfers; and

g. Any other matter of Shareholder's interest.

ii. The Committee reviews the system of dealing with and responding to correspondence from all categories of investors. The details of complaint letters, if any, received from Stock Exchanges/ SEBI and responses thereto are reviewed by the Committee. The Committee also reviews/ approves initiatives for further improvements in servicing investors.

Composition:

The Composition of Stakeholder Relationship Committee is as follows:

Chairman : Mr. Prakash Shah*

(Independent Director)

Members : Mr. Ramkrishan P. Hinduja

(Non-executive Director)

Mr. Prashant Asher

(Independent Director)

*On resignation of Mr. Hemraj C. Asher w.e.f June 05, 2014, Stakeholder Relationship Committee was reconstituted at the Board Meeting held on September 23, 2014 with Mr. Prakash Shah as Chairman.

Note: Mr. Prakash Shah resigned w.e.f close of business hours of April 24, 2015 and accordingly, Stakeholder Relationship Committee was reconstituted at the Board Meeting held on April 24, 2015 with Ms. Bhumika Batra (Independent Director) as Chairperson of the Committee.

Mr. Hasmukh Shah, Company Secretary is the Compliance Officer of the Company for complying with requirements of Securities Laws and Listing Agreements with Stock Exchanges.

D Investor Grievance Redressal

During the year, two (2) complaints were received from shareholders of the Company and the said complaints were redressed.

There were no complaints pending against the Company as on March 31,  2015.

CORPORATE SOCIAL RESPONSIBILITY

(CSR) COMMITTEE:

The CSR Committee of the Directors as required under Section 135 of the Act was constituted on May 29, 2014.

A. Terms of Reference:

The terms of reference of Corporate Social Responsibility Committee are as under:

a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company.

b) To recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

c) To monitor the Corporate Social Responsibility Policy of the Company from time to time.

B. Composition:

The Composition of Corporate Social Responsibility (CSR) Committee is as follows:

Chairman : Mr. Prakash Shah*

(Independent Director)

Members : Mr. Prashant Asher

(Independent Director)

Mr. Ashok Mansukhani (Whole-Time Director)

*Mr. Prakash Shah resigned as a Director of the Company from the close of business hours of April 24, 2015. In his place Mr. Anil Harish, Independent Director was appointed as Chairman of the CSR Committee by Board at its Meeting held on April 24, 2015.

C. Meeting and Attendance:

The details of meetings held during the year and the attendance there at are as follows:

DISCLOSURES:

i. There were no material significant related party transactions that may have a potential conflict with the interests of the Company at large. Transactions with related parties have been disclosed vide Note no. 29 of the Financial Statements and were in the arm's length and ordinary course of business.

The Board has approved a policy on Related Party Transactions and on materiality of Related Party Transactions which has been uploaded on the Company's web site at the following weblink: <http://www>. hindujaventures.com/en/inv/pdf/policy- related-party-transactions.pdf

ii. There have been no instances of non-compliance by the Company on any matters related to the capital markets, nor have any penalty/strictures been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority or any matter relating to capital markets during the last three years.

iii. Your Company has complied with all the mandatory requirements of Corporate Governance as required by the Listing Agreement.

iv. The Company has established a Vigil Mechanism and has adopted a Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct to the Audit Committee. During the year under review, no personnel was denied access to the Audit Committee and no complaints were received during the year. The Whistle Blower Policy is available on your Company's Website at the following weblink: <http://> www.hindujaventures.com/en/inv/pdf/ whistleblower-policy-vigil-mechanism.pdf

v. The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure XIII of the Clause 49 of the Listing Agreement entered into with Stock Exchanges.

a) During the year under review, there was no audit qualification in your Company's financial statements. Your Company continues to adopt best practices to ensure a regime of unqualified financial statement.

b) The Internal Auditor reports directly to the Audit Committee.

9. SUBSIDIARY COMPANIES:

The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The Minutes of the Board Meeting along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of directors of the Company.

The Company has laid down a policy for determining 'material' subsidiaries and uploaded the same on the web site of the Company at the following weblink: <http://> www.hindujaventures.com/en/inv/pdf/policy- determining-material-subsidiaries.pdf

10. FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTOR:

The Independent Directors are familiarized inter-alia, with the Company, their duties, roles and responsibilities, the nature of the industry and the business model of the Company. The details of the same can be viewed at: <http://www.hindujaventures.com/en/abt/> pdf/familiarisation-program-independent-directors.pdf

11. MEANS OF COMMUNICATION:

i. Quarterly Results: The quarterly results were published in leading national newspapers (The Economic Times/The Business Standard and Navbharat/Sakaal). The quarterly results are simultaneously displayed on www.hindujaventures. com, the Company's website. The website is updated regularly with the official news releases and disclosures as required from time to time. The results are also uploaded by BSE and NSE on

their website at www.bseindia.com and www.nseindia.com respectively.

ii. Presentations to institutional investors/ analysts: No presentations have been made to institutional investors / analysts during the year.

iii. Website: The Company's website www.hindujaventures.com contains a dedicated section "Investor" which displays details / information of interest to various stakeholders. The Company's Annual Report is also available in a user-friendly and downloadable form.

iv. News releases: Official press releases are sent to Stock Exchanges and the same is hosted on the website of the Company.

v. Investor servicing: A separate e-mail id investorgrivances@hindujaventures.com has been designated for the purpose of registering complaints by shareholders or investors

vi. A greener environment - Now and for future: The Company's philosophy focuses on making the environment greener for the benefit of posterity. In this regard, Your Company requests its shareholders to register / update the e-mail ids for communication purpose thereby contributing to our environment.

12. GENERAL SHAREHOLDER INFORMATION:

1 Company Registration Details

The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L51900MH1985PLC036896.

2 Next Annual General Meeting

Date : September 23, 2015

Time : 11.00 a.m

3 Venue : Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018.

Financial Year : April 01 to March 31

Financial Calendar for 2015-2016 (Tentative) : 

: Unaudited results for the quarter / three months ending June 30, 2015 : August 4, 2015

Unaudited results for the quarter / half year ending September  30, 2015 : 2nd week of November, 2015

Unaudited results for the quarter/ nine months ending December 31, 2015 : 2nd week of February, 2016

Audited results for the year ending March 31, 2016 : 2nd week of May, 2016

5 Book Closure Dates From Wednesday, the September 16, 2015 to Wednesday, the September 23, 2015 (both days inclusive)

6 Dividend payment date for the financial year 2014-2015

Interim Dividend paid on May 18, 2015

7 Listing of Equity Shares on Stock Exchanges

BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

8 Stock Code : BSE: 500189

9 NSE: HINDUJAVEN

ISIN Number : INE353A01023

10 Listing Fee

Annual Listing fee for the Financial Year 2015-16 has been paid to BSE Limited and National Stock Exchange of India Limited

B. SHARE PRICE MOVEMENT (NSE)

Your Company's closing share price performance on the NSE relative to NSE Sensex closing prices. (April 2014 to March 2015).

SHARE TRANSFER SYSTEM:

Your Company's equity shares are compulsorily traded in dematerialized form. As on March 31, 2015, about 99.73% of your Company's equity (comprising 2,05,00,070 shares) had been dematerialized. Shares of your Company are regularly traded on the BSE and NSE.

The power to approve transfer of shares in physical form has been delegated by the Board to a committee consisting of officers of the Company.

Transfer requests received for physical shares are processed / returned within 15 days from the date of receipt. On March 31, 2015, there were no pending unprocessed transfers. The details of physical shares transferred during the last three years are as under

15. CODE OF CONDUCT:

Your Company has adopted separate Code of Conduct for Executive Directors, Senior Management and Non-Executive Directors and the same have been posted on the Company's website. As required under Clause 49 of the Listing Agreement, Whole-Time Director has given a declaration to the effect that all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct as on March 31, 2015.The declaration is annexed as Annexure "C" to the Board's Report.

6. REGISTRARS AND SHARE TRANSFER AGENT

Your Company's Registrar and Share Transfer Agent are:

Sharepro Services (India) Private Limited Address:

13AB, Samhita Warehousing Complex, 2nd Floor, Near Sakinaka Telephone Exchange, Andheri -Kurla Road, Sakinaka, Andheri (East), Mumbai-400 072.

Shareholders' correspondence should be addressed to the Registrar and Share Transfer Agent at the above address, marked to the attention of:

Ms. Indira Karkera / Mr. Damodar K. Tel: (91 22) 6772 0300 Fax: (91 22) 2850 8927 / 2859 1568 Email: sharepro@shareproservices.com

Investor Relations Centre:

Sharepro Services (India) Private Limited, 912, Raheja Centre, Free Press Journal Road, Nariman Point, Mumbai-400 021. Tel: (91 22) 6613 4700.

7. ADDRESS FOR CORRESPONDENCE WITH

THE COMPANY:

Queries relating to operational and financial performance of your Company may be addressed to: Mr. Ashok Mansukhani, Whole-Time Director

Address:

In Centre, 49/50, MIDC, 12th Road, Andheri (East), Mumbai-400 093. Tel.: (91 22) 6691 0945, Fax: (91 22) 6691 0988 Email Id: ashokmansukhani@gmail.com

Shareholders may address queries relating to their holdings to: Mr. Hasmukh Shah, Company Secretary Mr. Tejas Shah, Assistant Company Secretary

Address:

In Centre, 49/50, MIDC, 12th Road, Andheri (East), Mumbai-400 093. Tel: (91 22) 6691 0945, Fax: (91 22) 6691 0988 Email:investorgrievances@hindujaventures.com

Members are requested to register their email address with the Company's Registrar and Share Transfer Agent (RTA) at sharepro@shareproservices.com to enable the Company to send all notices / documents through email and also intimate about any changes in their email address from time to time to the RTA.

Plant Locations: Not applicable

Pursuant to the SEBI Circular No. MIRSD/ DPS III/Cir-01/07 dated January 22, 2007, the Company has designated an exclusive e-mail ID viz. investorgrievances@hindujaventures.com where the investors would be able to register their complaints and also take necessary follow-up actions as necessary.

18. COMPLIANCE OFFICER:

Mr. Hasmukh Shah, Company Secretary is the Compliance Officer of the Company for complying with requirements of Securities Laws and Listing Agreements with Stock Exchanges.

For and on behalf of the Board of Directors

Ashok P. Hinduja

Executive Chairman

 Date : August 4, 2015

Place : Mumbai