CORPORATE GOVERNANCE REPORT
1. Company's practice on Corporate Governance
Corporate Governance is the combination of practices and compliance with laws and regulations leading to effective control and management of the Organization. We consider stakeholders as our partners in our success and remain committed to maximizing stakeholder value. Good Corporate Governance leads to long term stakeholder value. Integrity, transparency and accountability are the major ingredients of the philosophy behind the Corporate Governance practices adopted by IM+ Capitals Limited. The Company has a well-established and proven system which not only ensures complete transparency and fairness but also ensures the integrity in the operations and conduct of the company.
Your Company is committed to the adoption of and adherence to the best Corporate Governance practices at all times and continuously benchmarks itself with the best standards of Corporate Governance, not only in form but also in spirit. Good Governance practices stem from the dynamic culture and positive mindset of the organization. Disclosure of information pertaining to financial situation, performance, ownership and governance is an important part of corporate governance. However any disclosure makes sense only when it is made accurately and on time and we have always been very disciplined in every disclosure. Existence of a strong mechanism to ensure the regulatory compliances is another aspect on which the company has sets a very high standard. The Company continues its endeavor to achieve corporate excellence in its functioning and conduct of business with strong accountability so as to generate sustainable economic value for all its stakeholders.
1.1 Key Board activities during the year
The Board provides and critically evaluates strategic direction of the Company, management policies and their effectiveness. Their main function is to ensure that long-term interests of the stakeholders are being served. The agenda for Board reviews / include strategic review from each of the Board Committees, a detailed analysis and review of annual strategic and operation plans and capital allocation and budgets. In addition, the Board reviews the business plans of Business Divisions.
1.2 Role of the Company Secretary in Overall Governance Process
The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. He ensures that all relevant information, details and documents are made available to the directors for effective decision making at the meetings. He is primarily responsible to ensure compliance with applicable statutory requirements and is the interface between the company and regulatory authorities. All the Directors of the Company have access to the services of the Company Secretary.
1.3 Selection and Appointment of New Directors on the Board
Considering the requirements of the skill-sets on the Board and the broad guidelines, eminent persons having an independent standing in their respective field/profession and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee for appointment of new Directors on the Board. The number of directorships and memberships in various committees of other companies by such persons is also considered.
1.4 Selection criteria of Board Members
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual member. Board members are expected to possess expertise, leadership skills required to manage and guide a high growth.
1.5 Familiarization Program of Independent Directors
The Independent directors of IM+ Capitals Limited are eminent personalities having wide experience in the field of business, finance, industry, commerce and administration. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are appointed as per the policy of the Company, with management expertise and wide range of experience. The Directors appointed by the Board are given induction and orientation with respect to the Company's vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having one-to-one meetings. The new Board members are also requested to access the necessary documents / brochures, Annual Reports and internal policies available at our website to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made by Senior Management, Statutory and Internal Auditors at the Board/ Committee meetings on business and performance updates of the Company, business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.
1.6 Prevention of Insider Trading
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 1992 read with Code of Conduct For Prevention Of Insider Trading and SEBI (Prohibition of Insider Trading) Regulations, 2015 read with Code Of Fair Disclosure Practices For Prevention Of Insider Trading and Code Of Conduct To Regulate, Monitor And Report Trading By Insiders, the objective of the Code is to prevent purchase and / or sale of shares of the Company by an insider on the basis of unpublished price sensitive information. Under this Code, Designated persons (Directors, Advisors, Officers and other concerned employees / persons) are prevented from dealing in the Company's shares during the closure of Trading Window and while in possession of unpublished price sensitive information. All the designated employees are also required to disclose related information periodically as defined in the Code. The aforesaid Code is available at the website of the Company www.imcapitals.com
1.7 Vigil Mechanism
Your Company has established a mechanism called 'Vigil Mechanism' for directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Ethics Counselor/ Chairman of the Audit Committee of the Company. The policy with the name and address of the Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company. The employees can directly contact the Chairman of the Audit Committee.
2. Board of Directors
The Company has a high profiled Board with varied management expertise. The Board's role, functions, responsibility and accountability are well known to them due to their vast experience. Directors are provided with well structured and comprehensive agenda papers in advance. All material information is incorporated in the Agenda for facilitating meaningful and focused discussion in the meeting. During the year, information as per Clause 49 of the Listing Agreement has been placed before the Board for its consideration from time to time as and when required. Minutes of the Board Meetings/Committee Meetings are circulated to the Directors well in advance and confirmed at the subsequent meetings.
2.1 Composition of Board
As on 31.03.2015 the Board of Directors, comprises of 6 (six) Directors, out of which 2 (Two) are Independent Directors including one woman Director, 1 (One) Executive Director and 3 (Three) Non Executive Directors. All statutory and material information was made available to the Board of Directors to ensure adequate disclosures and transparent decision making. None of the Director is a member of more than ten committees, or acts as Chairman of more than five committees, across all companies in which they are Director.
The Company has an appropriate size of the Board except for some period during the third quarter. However the required composition was corrected within the 180 days as provided in law,for real strategic discussion and avails benefit of diverse experience and viewpoints. All directors are individuals of integrity and courage, with relevant skills and experience to bring judgment to bear on the business of the Company.
2.2 Non-Executive Directors' compensation and disclosures
The Non-Executive Directors are not paid any type of fee/remuneration and also no stock options were granted to Non-Executive Directors during the year under review. The Non-Executive Directors did not have any material pecuniary relationship or transactions with the Company during the financial year 2014-15.
Independent Directors are not serving as Independent Directors in more than seven listed companies.
2.3 Performance evaluation of Independent Directors:
The Nomination and Remuneration Committee evaluates the performance of Independent Directors and recommends the sitting fee payable to them based on their commitment towards attending the meetings of the Board/Committees, contribution and attention to the affairs of the Company and their overall performance.
2.4 Other provisions as to Board and Committees
As on 31st March 2015, the strength of board is Six (6) directors comprising of Three Non executive Director and Two Independent Director and one Executive Director.
During the year 2014-15, Nine (9) meetings of the Board of Directors were held on, 19.05.2014, 27.05.2014, 7.8.2015, 30.09.2014, 20.10.2014, 05.11.2014, 13.11.2014, 17.12.2014, 13.02.2014 the Independent Directors met on 13.02.2014 The maximum time gap between any two consecutive meetings did not exceed 120 days.
None of the Directors on the Board are Members of more than 10 Committees or Chairman of more than 5
Committees across all the companies in which they are Directors. Necessary disclosures regarding Committee positions in other public companies as on 31 March, 2015 have been made by the Directors as per Clause 49 (II) (D) of the listing agreement.
2.5 Code of Conduct
The Board of Directors has laid Code of Conduct for Board Members & Senior Management Personnel of the Company. The copies of Code of Conduct as applicable to the Directors as well as Senior Management of the Company are uploaded on the website of the Company - www.imcapitals.com.The Members of the Board and Senior Management personnel have affirmed the compliance with the Code applicable to them during the year ended on 31 March, 2015
1. Board Committees 3.1 Audit Committee
A. Qualified and Independent Audit Committee
The Company complies with Section 177 of the Companies Act, 2013 as well as requirements under the listing agreement pertaining to the Audit Committee. Its functioning is as under:
i. The Audit Committee presently consists of the two Independent Directors, and a Executive Director;
ii. All members of the Committee are financially literate and having the requisite financial management expertise;
iii. The Chairman of the Audit Committee is an Independent Director;
B. Terms of reference
The terms of reference of the Audit Committee include inter-alia:
i. the recommendation to the Board for appointment, re appointment, if required, the replacement or removal, remuneration and terms of appointment of auditors (Statutory, Internal & Secretarial) of the company and approval of payment to statutory auditors for any other services rendered to the Company.
ii. review and monitor the auditor's independence and performance, and effectiveness of audit process;
iii. examination of the financial statement and the auditors' report thereon;
iv. approval or any subsequent modification of transactions of the company with related parties;
v. scrutiny of inter-corporate loans and investments;
vi. evaluation of internal financial controls and risk management systems;
vii. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.
viii. 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.
ix. 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 .
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.
x. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
xi. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
xii. 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.
xiii. Discussion with internal auditors any significant findings and follow up there on.
xiv. 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.
xv. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
xvi. To look into the reasons for substantial defaults in the payment to shareholders (in case of non payment of declared dividends) and creditors.
xvii. To review the functioning of the Whistle Blower mechanism.
xviii. Approval of appointment of CFO after assessing the qualifications, experience & background, etc. of the candidate.
xix. To review the Management discussion and analysis of financial condition and results of operations;
xx. To review a Statement of significant related party transactions (as defined by the audit committee), submitted by management.
xxi. To review Internal audit reports relating to internal control weaknesses;
xxii. To review the appointment, removal and terms of remuneration of the internal auditor;
xxiii. Carrying out any other function as mentioned in the terms of reference of the Audit Committee.
C. Composition, names of Members and Chairperson, its meetings and attendance:
The composition of the Audit Committee as on 31.03.2015 is Ms. Vandana Garg, Chairman and Mr. Vinod Kumar Shisodia, Subhash Kumar Bansal, as members of the Committee. During the year, six (6) Audit Committee meetings were held on 01.05.2014, 27.05.2014, 07.08.2014, 05.11.2014, 13.11.2014, 13.02.2014.
3.2 Nomination and Remuneration Committee
Nomination and Remuneration Committee consisting the following Directors : 1 . Ms. Vandana Garg, Independent Director
2. Mr.Subhash Kumar Bansal, Independent Director (up to 20.10. 2014) & Executive Director
3. Mr.Kamlesh Agarwal, Non Executive Director
4. Mr. Vinod Kumar Shisodia, Independent Dirctor
Ms. Subhash Kumar Bansal act as a Chairman and Company Secretary of the Company act as Secretary to the Committee.
B. Terms of reference
Terms of reference of the Nomination and Remuneration Committee include:
- To identify persons who are qualified to become directors and 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.
- To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
- To consider and fix the remuneration package of non executive and executive Directors including any compensation payment.
- All elements of remuneration package of Director such as benefits, bonus, stock options, pension etc.
- Any other works and policy related and incidental to the objectives of the committee as per provisions of the Act and rules made thereunder.
C. Meetings and attendance during the year:
During the financial year 2014-15, the Nomination and Remuneration Committee met Four (4) times on 19.05.2014, 20.10.2014, 05.11.2014, 13.02.2014 and all members of the Committee were present. The composition of the Nomination and Remuneration Committee and number of meetings attended by the Members during the year are given below:
D. Details of Remuneration to Directors and Remuneration policy
During the year 2014-15 no remuneration paid to any director. In future Directors of the Company will be paid, as may be approved by the Board of Directors, on the recommendation of the Remuneration Committee. The remuneration to be decided considering various factors such as qualification, experience, expertise, remuneration prevailing in the industry, financial position of the Company.
Independent Directors do not hold any equity shares in the Company. There has been no pecuniary relationship or transactions with the Independent Directors with the Company during the year under review.
3.3 Stakeholders Relationship Committee
A. Terms of reference
The Committee supervises the mechanism for redressal of investor grievances and ensures cordial investor relations, apart from looking into redressal of shareholders' and investors' complaints like transfer of shares, issue of duplicate share certificates, non-receipt of annual reports, non-receipt of dividend/ revalidation of dividend warrant and allied matters and complaints received from the Stock Exchanges.
B. Composition, Members, its meetings and attendance During the financial year 2014-15, the Committee met four times (4) on 27.05.2014, 07.08.2014,13.11.2014,and 13.02.2014.
C. Complaints received and redressed during the year 2014-15
During the financial year ended 31st March, 2015, the requests/ complaints related to transfer/ duplicate issue of share certificates/ revalidation of dividend warrant, non receipt of Annual Report etc.which are complete in all respect were disposed off to the satisfaction of shareholders/ investors within the prescribed time period.
Pursuant to clause 47(c) of the Listing Agreement, a certificate on half-yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary has been submitted to the Stock Exchanges within stipulated time.
D. Transfer of Unclaimed Dividend to IEPF
During the year under review, Rs 150388/- (Rupees one Lakh Fifty Thousand Three Hundred Eighty Eight) has been transferred to IEPF which relates to financial year 2006-07.
During the year ended 31st March, 2015, there had been no transaction entered by the Company with any party, which is considered to have potential conflict with the interest of the Company at large. There were no transactions with related parties during the year, which were not in the normal course of business as well as not on an arm's length basis.
There had not been any non-compliance, and no penalties or strictures imposed on the Company by the Stock Exchanges, SEBI or any statutory authority, on any matter relating to the capital markets during the period under review.
The Company has fully complied with the Mandatory Requirements of Clause 49 of the Listing Agreement, as presently applicable under review.
A. Accounting Treatment
The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013. The financial statements have been prepared on accrual basis. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.
B. Proceeds from public issues, right issues, preferential issues etc.
The Company did not have any of the above issues during the year under review.
C. Secretarial Audit Report
The Annual Secretarial Audit Report from the Company Secretary in practice for compliance of the Companies Act, 2013, Listing Agreement, SEBI Regulations on Takeover, Insider Trading and Depositories & Participantsis annexed as part of the Annual Report.
D. Management Discussion and Analysis Report
The Management Discussion and Analysis Report have been included separately in the Annual Report to the Shareholders.
i. The quarterly results and Shareholding Patterns have been put on the Company's website www.imcapitals.com under the investor relationship.
ii. The Company has also sent Annual Report through email to those Shareholders who have registered their email ids with Depositary Participant.
iii. Mr. Subhash Kumar Bansal is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
7. CEO and CFO Certification
CFO of the Company have given certification on financial reporting and internal controls to the Board in terms of Clause 41 and 49 II((E)(2) of the Listing Agreement.
Mukesh Kumar Chaubey, Chief Financial Officer of IM+ Capitals Limited, to the best of my knowledge and belief hereby certify that:
a) I have reviewed financial statements and the cash flow statement for the year and that to the best of my knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be 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) There are, to the best of my knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.
c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and I have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.
d) I have indicated to the Auditors and the Audit Committee;
i) Significant changes in internal control over financial reporting during the year; if any
ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; if any and
iii) There are no Instances of significant fraud involving the management or an employee.
8. Compliance on Corporate Governance
The quarterly compliance report has been submitted to the Stock Exchanges where the Company's equity shares are listed in the requisite format duly signed by the Compliance Officer. Pursuant to Clause 49 of the Listing Agreement, Certificate from Statutory Auditors of the Company on in compliance of conditions of Corporate Governance forms part of the Annual Report.
9. Means of Communication
The quarterly/yearly un-audited/audited results are published in prominent daily newspapers, viz. The Financial Express in English and in Mahanayak in Marathi language and are also posted on the Company's website www.imcapitals.com. The quarterly / yearly un-audited / audited results and other pertinent communiques pursuant to the requirements of the Listing Agreement are sent by E-mail as well as by courier, to the Bombay Stock Exchange, where shares of the Company are listed.
10. General Shareholder Information a) 24thAnnual General Meeting
Date and Time : 2.30 P.M, Wednesday, 30th September, 2015
Venue : Alpha Second Floor, Unit 201, Hiranandani Gardens, Powai, Mumbai - 400076
Financial Calendar 2015-16
Event On or before
Financial Results for the 1st Quarter ended 30th June, 2015 : 14.08.2015
Financial Results for the 2nd Quarter ended 30th September, 2015 : 14.11.2015
Financial Results for the 3rd Quarter ended 31st December, 2015 : 14.02.2016
Audited Financial results for the financial year ended 31st March, 2016 : 30.05.2016
b) Book Closure Period : from 24th September, 2015 to 30th September,2015 (both days inclusive)
Listing on Stock Exchanges
The shares of the Company are listed on the Bombay Stock Exchange Limited. The annual listing fees for the financial year 2015-16 have been paid to these Stock Exchanges.
d) Stock Code
Bombay Stock Exchange Limited : 511628
f) Registrar and Share Transfer Agents
M/s Link Intime India Pvt Ltd is the Registrar and Share Transfer Agent of the Company in respect of shares held in physical and de-mat form. The Members are requested to correspond to the Company's Registrars & Share Transfer Agent - M/s Link Intime India Pvt Ltd, quoting their Folio Number, Client ID and DP ID at the following address: M/s Link Intime India Pvt Ltd 44, Community Centre, 2nd Floor
Naraina Industrial Area, Phase -1,Near PVR Cinema New Delhi-110028
g) Compliance Officer Details
Mr.Rahas Bihari Panda (Company Secretary & Compliance Officer)
Corporate Office: Plot No: 73, FIE, Patparganj Industrial Area New Delhi-110092
Registered Office: B- 02, Gokul Horizen Thakur Village, Kandivali East Mumbai-400101
h) Share Transfer System
The Company has a Share Transfer Committee, a sub-committee of Stakeholders Relationship Committee to look into various issues relating to the investors including share transfers/transmissions, duplicate share certificates, splitting, consolidation of share certificates, dematerialization of shares etc. This Share Transfer Committee of the Board of Directors of the Company meets as and when requests received from the RTA to give effect to the share transfers/ transmissions, duplicate share certificates, splitting, consolidation of share certificates, dematerialization of shares.
M/s Link Intime India Pvt Limited (RTA) process the share transfers / transmission, splitting, consolidation of share certificates in physical form and the same are approved by the Share Transfer Committee. Transfer of shares in physical form are registered and dispatched within 15 days of their receipt, subject to documents being valid and complete in all respects. The Board is regularly updated on the matters transacted at the Share Transfer Committee meetings
k) De-materialization of Shares & liquidity
Equity shares of your company are in compulsory de-mat settlement mode and can be traded only in de-mat form. Except 89,621 (2.56) equity shares out of total issued capital of the Company, all the shares of the Company are in de-mat form.
International Securities Identification Number (ISIN) allotted to the Company by NSDL and CDSL is INE417D01012
l) Outstanding GDRs/ADRs/Warrants/Options/FCCBs
There is no outstanding security as on 31st March, 2015.
m) Address for Correspondence
IM+ Capitals Limited: Regd Off - B-02, Gokul Horizen, Thakur Village, Kandivali East, Mumbai-400101, Corporate Office: Plot No - 73, FIE, Patparganj Industrial Area, Delhi - 110092.
o) Nomination facility
In terms of section 72 of the Companies Act, 2013, shareholders holding shares in demat and physical form may in their own interest register their nomination with the DP and R&T Agent, respectively.
11. Code of Conduct
As per the requirement of the Listing Agreement, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company's business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.
Declaration by the Chairman of Board
It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.
BY ORDER OF THE BOARD OF DIRECTORS IM+ CAPITALS LIMITED
(Prabhu Nath Misra)
Place: New Delhi