REPORT ON CORPORATE GOVERNANE
(Pursuant to Clause 49 of the Listing Agreement)
1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
The company’s philosophy of corporate Governance is to protect the long-term interest of the shareholders while respecting interest of other stakeholders and society at large:
Through its corporate governance measures the Company aims to maintain transparency in its financial reporting and keep all its stakeholders informed about its policies, performance and development IKAB SECURITIES & INVESTMENT LTD will contribute to sustain and strengthen stake-holders confidence by adopting and continuously improving good corporate practices.
Your company’s Board has laid down identifiable policies and guidelines related to the key elements of corporate governance –transparency, disclosure, supervision and internal control, risk management internal and external communications, high standard of safety, accounting fidelity product and service quality. It has also introduced adequate review processes.
The company is committed to good corporate governance and transparency in its dealings and lays emphasis on integrity and regulatory compliance.
2. BOARD OF DIRECTORS
The Board of Directors of the Company, consists of person with considerable professional expertise and experience in business and industry finance management and marketing . The Board is entrusted with the task of managing the Company directly or through delegation of authority either partly or totally as, may be found appropriate and reasonable to the Board (within the legal frame work of the Company).
A. composition of board:
The present strength of Board of Directors of the Company is six.
Shri Indra kumar Bagri, Shri Anil Bagri and Shri Abhishek Bagri are related to each other . None of the other directors are related inter se.
B. Non executive Director & Compensation:
None of the non-executive Directors is paid any remuneration ofher than sitting fee of Rs. 1000/- for each Director for attending each meeting.
C. Independent Directors:
The independent directors are not related to promoters on management at the Board level, They review at every board meeting legal compliance reports prepared by the Company.
D. board procedure:
7(Seven) board Meetings were held during the year 2013-2014 and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows:
13.05.2013,31.07.2013,26.09.2013,25.10.2013,03.12.2013,08.01.2014,and on 14.02.2014
The company has process to provide the information to the Board as required under Annexure 1A to clause 49 of the Listing Agreement.
Directors have made necessary disclosures about the committee positions they occupy in other companies.
The company has no entered into any materially significant transactions during the year under report with promoters, directors senior management personnel etc. other than transactions if any, entered into in the normal course of company’s business.
E. Details of Directors to be appointed:
The particulars of directors, who are proposed to be appointed/re-appointed at the forthcoming Annual General Meeting are given below as required pursuant to clause 49 of the Listing Agreement.
1.Shri Indra kumar Bagri is a commerce graduate. He has an experience of 42 years in stock (broking and finance . He is the chairman of oasis securities Ltd and the director on the Board of S.R. Management Pvt.Ltd He is related to Shri Anil Bagri, Managing director and shri abhishek Bagri, Director of the Company. He holds 10,10,678 equity shares (29,58% of the paid up capital ) in the Company.
2. Shri Abhishek Bagri B.A(ECO). He has a rich experience of 9 years in stock Broking and Finance . He holds 224595 Equity Shares (6.57% paid up capital) in Company.
F. Code of Conduct:
The Board has laid down a code of conduct for Board membes and senior management personnel of the Company. The Board members and senior management personnel have affirmed compliance with the said code of conduct.
3. AUDIT COMMITTEE
The Audit Committee is comprised of Qualified , independent & Non –executive Directors. The terms of reference to the Audit committee cover the matters specified under Clause 49 of the Listing Agreement such as oversight of the company’s financial reporting process recommending the appointment/reappointment of statutory auditors; reviewing with the management annual financial statements quarterly financial statements and other matters as covered under role of audit committee in clause 49. The audit committee has power, Inter-alia, to investigate any activity within its terms of reference and to seek information from any employee of the company as week as seek outside legal and professional advice.
The members of audit committee have knowledge on financial matters and majority of them have accounting or related financial management expertise. The Chairman of the audit committee is an independent director.
The Statutory auditors and finance personnel are invitees to the meetings of the audit committed.
The Audit committee reviews all the information that is required to be mandatorily reviewed by it under corporate governance
6(Six) meetings of the committee were held during the year 2013-2014. The date on which the meeting were held are as follows:
13.05.2013,31.07.2013,26.08.2013,25.10.2013,08.01.2013,and on 14.02.2014
4. SUBSIDIARY COMPANY
The company has no subsidiary company.
5. REMUNERATION COMMITTEE
The Remuneration Committee Companies of four directors:
a. Shri Indra kumar Bagri-Non Executive Director, Chairman of the Committee.
b. Shri Prerit Damani-Independent & Non Executive Director.
c. C. Shri Giriraj rattan Damani- Independent & Non- Executive Director.
d. D. MS. Swati Dujari- Independent & Non- Executive Director
e. No. Remuneration Committee meeting was held during the financial year 2013-2014.
No Remuneration committee meeting was held during the financial year 2013.2014.
The Remuneration committee deals with the matters specified in clause 49 of the listing agreement and also reviews the overall compensation structure and policies of the company.
6. SHAREHOLDERS’/INVESTORS’ GRIEVANCE COMMITTEE
The queries received from investors are being regularly attended to and are being resolved. The committee reviews these queries Ms. Smita Nair was the compliance officer of the company till 31.03.2013 and Mr. Anil Bagri, Managing Director was appointed compliance officer effective from 01.04.2013 in place of Ms. Smita Nair . The shareholders’/Investors’ Grievance Committee has delegated the power of approving transfer/transmission of shares t o share transfer committee which met on formightly basis during the year 201.-2014.
No Complaints were received from the shareholders’/ Investors of the Company during the year under review. There were no outstanding complaints as on 31st March 2014. There were no shares pending for transfer as of 31st March 2014. There were no grievances outstanding from shareholders as on 31st March,2014.
Four meetings of the committee were held during the financial year. The dates on which the said meetings were held are as follows:
13.05.2013,31.07.2013,25.10.2013 and on 14.022014.
(a) Related Party Transactions
There were no transactions of a material nature with related parties i.e with its promoters, directors or the management, there subsidiaries or relatives etc. that may have potential conflict with the interest of the company at large. The transactions with related parties as per Accounting Standard As- 18 are set out in notes to accounts in the Annual Report.
(b) Risk Management
The Board of directors has been informed from time to time about the business risks faced by the company and the steps taken by the management to face them.
(c) Proceeds from initial public offerings (IPOS)
The company has not made any IPOs during the year.
A separate report on Management Discussion & Analysis which forms part of the report is annexed.
The Company has complied with the reuirements pf regulatory authorities on matters related to capital markets and no penalities/ structures have been imposed against the company during the last three years.
Clause 49 of the listing agreement mandates to obtain a certificate from either the Auditors or Practicing Company Secretaries regarding the Companies of conditions of corporate governance stipulate in the clause and annex the certificate with the Directors’ Report which is sent annually to all the shareholders. The Company has obtained a certificate from the Auditors of the company to this effect and the same is given as an annexure to the Director’ Report.
9. WHISTLE BLOWER POLICY:
The Company has not framed whistle blower policy, however, no personnel has been denied access to the audit committee.
The Company has not adopted non- mandatory requirements of clause 49 , however the particulars relating to remuneration committee are given in this report.
10. POSTAL BALLOT:
During the Financial year , the Company has passed on resolution on2 5th June 2013.through postal Ballot in accordance with the procedure prescribed in section 192 of the Companies Act,1956 (the Act”) read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2011 .
Shri . J.U Poojari , practicing Company Secretary as the Scrutinizer conducted the postal Ballot processes in a fair and transparent manner.
11.MEANS OF COMMUNICATION:
The half-yearly and quarterly results are regularly submitted to the stock exchange in accordance with the Listing Agreement and re published in newspapers like Business standard, Financial Express and Apla Mahanagar. These are not sent individually to the shareholders.
As per the Listing Agreement with Stock Exchange the Company is regularly filling quarterly results, annual report corporate governance report and the shareholding pattern statement on the corp filing website.
The Management Discussion and Analysis Report forms part of this Annual Report There were no presentations made to the institutional investors or analysis.
12. GENERAL SHAREHOLDERS INFORMATION
1. Annual General Meeting
Date and Time : Monday September29,2014 at 12.30 p.m
Venue- Raja Bahadur compound building No.5 43, Tamarind Lane , Fort Mumbai-400 001.
2. Financial year:
April 2013 to March 2014
First quarter results-last week of july*
Second quarter results-last week ofoctober8
Third quarter results-last week of January*
Fourth quarter results-last week of April*
3. Date of Book Closure
27.09.2014 to 29.09.2014 (Both days inclusive)
4. Dividend payment Date;
5. Listing on Stock Exchange
Bombay stock Exchange ltd
6. Stock Code-physical 514238 at BSE
(b) ISIN INE 874A01010
7. Registrar & Transfer Agents
Satellite Corporate services private Ltd having their office at B-302 sony Apartment opp st, Jude High School Off Andheri Kurla Road Jarimari Sakinaka Mumbai 400072 . Tel :+91-22-28520461/62 Telefax:+91-22-28511809
8. Share transfers are registered and duly transferred share certificates are returned to the lodger within a period of fifteen days from the date of receipt , if the documents are otherwise in order.
The share transfer committee meets as often as possible to approve transfers and related maters as may be required.
Dematerialization of shares and Liquidity
As on 31st March 2014 94.52% of the paid up share capital has been dematerialized shares of the company are infrequently traded.
Address for Corresondence
Registrar and Share Transfer Agents:
Satellite Corporate services private Ltd
Unit :IKAB securities & Investment Ltd
Sony Apartment Opp St jude High School Off Andheri Kurla Road Jarimari Mumbai- 400 072
Tel: 91 22 2852 0461/462 Telefax: 91 22 2851 1809
Mr. Anil Bagri
Managing Director& compliance Officer
IKAB securities & Investment Ltd
Raja Bahadur Compound Bldg.No. % 43 Tamarind Lane fort Mumbai -400 001
Tel: 4046 3500 Fax: 4046 3534 Email : Infoikabsecurities. com
13. CEO/ CFO Certification:
A certificate from the Managing Director of the company in terms of clause 49 (V) of the Listing agreement was placed before the Board at its meeting held on May 30, 2014 to approve the audited annual accounts for the year ended 31st March 2014.
As provided under Clause 49 of the listing agreement with the Stock Exchange the Board members and the senior management personnel have affirmed compliance with the code of conduct for the Board of Directors and senior management for the year ended 31st March 2014.
For IKAB Securities & Investment Ltd
Sd/- Anuk Kumar Bagri
Dated: May 30,2014.