REPORT ON CORPORATE GOVERNANCE
Corporate Governance is the combination of voluntary practices, compliance with the laws & regulations and the management of the organization. The basic tenets of Corporate Governance are transparency, accountability and fairness. Corporate Governance involves a set of systems, principles and processes which creates the relationship between the Company's Management, its Board, its Shareholders and other Stakeholders. Good Corporate Governance leads to long-term shareholder value and enhances interests of all the stakeholders. The practice of good Corporate Governance has become a necessary pre-requisite for any corporation to effectively function in the globalised market scenario. A detailed report on Corporate Governance, pursuant to Clause 49 of the Listing Agreement, is set out below.
COMPANY’S PHILOSOPHYON THE CODE OF GOVERNANCE
The Company's philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices. The principles of good Corporate Governance imbibed into the business have guided us for more than five & half decades and will continue to set the tone of integrity for the entire Company. The Company adopts high standards of corporate behavior towards everyone they work with and also the community and environment on which they have an impact. The Company believes in adopting the best practices of Corporate Governance with an aim to maximize the interest of the stakeholders and to achieve long-term sustained value while ensuring accountability in the exercise of Company's financial, legal and contractual obligations. The Company is committed to adopt high standards of efficiency, professionalism, responsibility, honesty and ethical behavior. The Company is committed to do things in the right way which means taking business decisions and acting in a way that is ethical and is in compliance with applicable legislation.
The Company is also focused towards its Vision of inspiring, nurturing and empowering the next generation of professionals, achieving continuous improvements through innovation and state of the art technology, committing to highest standards in health, safety, security and environment. The management and employees of your Company are committed to uphold the core values of transparency, integrity, accountability, independence, responsibility and fairness to meet the aspirations of all its stakeholders. The Company continuously endeavors to improve on these aspects. This is our road towards steady, competitive, profitable & responsible growth and also to create long term value for our shareholders, our people and our business partners. The above principles have been the guiding force for whatever we do and shall continue to be so in the years to come.
The Board of Directors fully supports and endorses Corporate Governance practices as enunciated in Clause 49 of the Listing Agreement as applicable from time to time.
The Company endeavors to adhere to the highest possible standards of business ethics, compliance and commitment to transparency in business dealings.
Code of Conduct for Board Members and Senior Management
The Company has in place a detailed Code of Conduct for Board Members and Senior Management. The Code of Conduct is applicable to all Directors and specified senior management executives. The members of the Board and senior management of the Company have submitted their affirmation on compliance with the code for the effective period. A declaration by the Chairman & Managing Director affirming compliance to the Code of Conduct is appended to this Report.
BOARD OF DIRECTORS
The Company as on 31st March, 2015 consists of three Directors. There are two non Executive Directors and one Executive Director. The one Executive Director is the Chairman & Managing Director. There is an Independent Non Executive Director. The remaining Non Executive Director is a promoter of the company. Directors are professionals with expertise and experience in general corporate management, finance and other allied fields.
The Board of your Company has 3/4th of the Directors as Non Executive Directors. One of the two Non Executive Directors are Independent Director which is equal to one half of the total size of the Board.
The Company also has a Woman Director appointed on 17th April, 2015.
Accordingly, the Company has a healthy mix of Executive and Non Executive Directors and ensures the desired level of independence, functioning and decision making.
None of the Directors on the Board are members of more than ten Committees or Chairman of more than five Committees across all the companies in which they are Directors.
b) During the Financial Year ended 31 st March, 2015,seven board meetings were held on the following dates:
13th May 2014,6th June 2014,8th Aug 2014,1st Sep 2014, 5th Sep 2014,14th Nov 2014,13th Feb. 2015,.
c) Mr. Dipal Rokadia, Mr. Jignesh Rokadia and Mr. Arvind Shah attended the last Annual General Meeting.
INFORMATION SUPPLIED TO THE BOARD
The Board has complete access to all the information available with the Company.
All Board meetings are governed by a structured agenda which is backed by comprehensive background information.
The following information is regularly provided to the Board, as part of the agenda papers well in advance of the Board meetings or is tabled in the course of the Board meeting.
Detailed Business Review.
-Annual operating plans and budgets and any updates thereof.
-Capital budgets and any updates thereof.
-Quarterly results for the Company and its operating divisions and business segments.
-Minutes of the meetings of the Audit Committee and other Committees of the Board.
-Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary.
-Materially important show cause, demand, prosecution notices and penalty notices.
-Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
-Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company.
-Details of any joint venture or collaboration agreement.
-Information for development of new products, new technology etc.
-Transactions that involve substantial payment towards goodwill, brand equity or intellectual property and any other acquisition.
-Significant development on Human Resources / Industrial Relations front, like signing of wage agreement, implementation of voluntary retirement scheme etc.
-Sale of material nature, of investments, subsidiaries, assets, which is not in the normal course of business.
-Foreign exchange exposures and steps taken by the Management to limit the risks of adverse exchange rate movement, if material.
-Non-compliance of any regulatory, statutory nature or listing requirements and shareholders' service, such as non-payment of dividend, delay in share transfer etc.
-Details of investment of surplus funds available with the Company.
-Details of commercial dealings by firms / companies in which members of the Board / senior management or their relatives hold shares with the Company.
-Any materially, significant effluent or pollution problem.
-Any issue which involves possible public or product liability claims of a substantial nature.
-Detailed status on the business risks being faced by the Company and their mitigation plan.
-Details of transactions with Related Parties.
The Board is routinely presented with all the information mentioned aforesaid whenever it is applicable and materially significant.
As mandated by the revised Clause 49 of the Listing agreement and Section 149 of the Companies Act, 2013, the Independent Directors on the Board of the Company;
are persons of integrity and also possess relevant expertise & experience;
are not the Promoters of the Company or its holding or any of its Associate or Subsidiary Companies;
are not related to the Promoters or Directors of the Company, its holding, its Subsidiary or Associate Company;
* or any of their relatives do not have any pecuniary relationship or transaction with the Company, its holding, its Subsidiary or Associate Company or their Promoters or Directors amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees, whichever is lower, during the two immediately preceding financial years or during the current financial year;
or any of their relatives do not hold the position of a Key Managerial Personnel or have been employees of the Company or its holding or its Subsidiary or Associate Company in any of the three financial years immediately preceding the current financial year;
are not employees or proprietor's or partners, in any of the three financial years immediately preceding the current financial year in which they are proposed to be appointed, in -
-a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding or its Subsidiary or Associate Company; or
-any legal or a consulting firm that has or had any transaction with the Company, its holding its Subsidiary or Associate Company amounting to ten per cent or more of the gross turnover of such firm;
* either singly or together with their relatives, do not hold two per cent or more of the total voting power of the Company;
* are not Chief Executives or Directors, by whatever name called, of any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, Directors or its Subsidiary or Associate Company or that holds two per cent or more of the total voting power of the Company;
* are not material suppliers, service providers or customers or lessors or lessees of the Company;
* are not less than 21 years of age.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review the Independent Directors of the Company have met once on 13th Feb., 2015 without the attendance of Non-independent Directors and members of the management All the Independent Directors of the Company were present at the meeting.
The Independent Directors in their meeting;
Reviewed the performance of the Non-independent Directors, Chairman and also of the Board in totality assessed the quality, quantity and timeliness of the flow of information between the Company management and the Board
COMMITTEES OF THE BOARD
For better Corporate Governance, promoting transparency and for enhancing the credibility of the financial disclosures of the Company, the Board has constituted Committees which conform to the requirements of Clause 49 of the Listing Agreement and the provisions of the Companies Act, 2013
Details of the Committees of the Board and other related information are as follows
The constitution and the broad terms of reference of the Audit Committee of the Company are in accordance with the provisions of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.
The powers and role of the Audit Committee are also in consonance with Clause 49 III [C] and [D] of the Listing Agreement and Section 177 of the Companies Act, 2013.
The Committee comprises of 3 Directors naniely Mr. Dipal Rokadia, Mr. Jignesh Rokadia and Mr. Arvind Shah.
The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company; it considers the Quarterly & Annual Financial Results of the Company and submits its observations to the Board of Directors before it is adopted by the Board. The Committee also reviews the internal audit report & internal control system, audit methodology and process, major accounting policies & practices, compliance with accounting standards and the legal compliance reporting system.
The Chairman of the Audit Committee was present at the last Annual General Meeting.
During the Financial Year ended 31st March 2015, the committee met on 13th May 2014, 8th August 2014,1stSeptember2014,14th November2014, and 13th February 2015.
Mr. Arvind Shah is the Chairman of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company have changed the nomenclature of the existing "Remuneration Committee" as "Nomination and Remuneration Committee" in order to align it with the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.
The Nomination and Remuneration Committee comprises of three directors.
The Committee meets as and when necessary and reviews & approves the Salaries, Commission, Perks and other employment conditions of the Directors. The terms of reference of the committee are as follows:
* To recommend to the Board, the appointment and removal of Directors, Key Managerial Personnel and Senior Management.
* To recommend to the Board, the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management personnel.
To formulate a criteria for determining qualifications, positive attributes and independence of a Director and to recommend to the Board, the policy relating to remuneration for Directors, Key Managerial Personnel and SeniorManagement.
* Formulate criteria forevaluation of the Independent Directors and the Board.
* To carry out evaluation of every Director's performance.
* Ensure that level and composition of remuneration is reasonable and sufficient, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
* To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
* Identify persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down in this policy.
* To ensure that as per the prevailing HR policy of the Company there is an appropriate induction program for newly appointed Key Managerial Personnel and new Senior Management personnel.
* To provide the Key Managerial Personnel and Senior Management personnel with reward based fixed and incentive pay which is directly linked to their efforts, performance, dedication, achievement and operations of the Company.
* To recommend to the Board, the appointment, removal and the remuneration payable to a relative of a Director.
* To assist the Board in fulfilling its responsibilities.
* To perform such other functions as may be necessary or appropriate for the performance of its duties.
The "Nomination and Remuneration Committee" met three times during the year i.e. on 13.05.2014,14.11.2014and 13.02.2015.
"The composition of the "Nomination and Remuneration Committee" and the attendance of its members at the aforesaid meeting held during the year under revieware given below.
Nomination and Remuneration policy
The Company has formulated a "Nomination and Remuneration policy" which is in compliance with the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. This policy is applicable to Directors, Key Managerial Personnel and SeniorManagement.
The policy lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management personnel of the Company. The Key objectives would be:
a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and SeniorManagement.
b) To recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management personnel.
c) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
REMUNERATION OF DIRECTORS
The Managing / Executive Directors do not draw any remuneration from the company.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees. The performance evaluation of the Chairman & Managing Director and the Non-independent Directors was carried out by the Independent Directors.
The Directors have expressed their satisfaction with the evaluation process.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board of Directors of the Company have renamed the existing 'Shareholders / Investors Grievance Committee's Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the listing agreement. The Committee has been constituted to strengthen the investor relations and to inter-alia, resolve the grievances of security holders pertaining to transfer of shares, non receipt of declared dividends, non receipt of Annual Report, issues concerning de-materialization etc.
The 'Stakeholders Relationship Committee' of the Company comprises of three Directors, & Compliance Officer of the Company. Contact details are mentioned below.
303/B,Aditya Heritage, Om Nagar, NexttoJeena House, Andheri (E), Mumbai-400 099.
Phone: 022-28395771 Email:firstname.lastname@example.org
RISK MANAGEMENT COMMITTEE
Business Risk Evaluation and Management is an ongoing process within the organization. The Company has formed a Risk Management Committee as per revised Clause 49 of the listing agreement. The Company has a robust risk management framework to identify, monitor and minimize risks and also identify business opportunities. The Risk Management Committee of the Company comprises of three members i.e. Mr. Dipal Rokadia, Mr. Jignesh Rokadia and Mr. Arvind Shah.
The roles and responsibility of the Risk Management Committee will be as follows:
a) The Committee shall meet at least twice in a year.
b) To identify and evaluate the impact of risk reported by various departments.
c) To review the effectiveness of the corrective measures submitted by the concerned departments.
d) To provide guidance to the concerned departments, in case, a better course of action is there to tackle /reduce / mitigate the risk(s).
e) To tabulate the high risks, for the consideration of the Board of Directors and to present the same to the Board along with the course of action, if any.
f) To generally monitor, review and whenever necessary, update the risk management plan / policy and process to ensure that there is timely and effective reporting of risks.
g) To inform the Board from time to time.
h) Any other functions as may be necessary or required.
a) There were no material related party transactions as per the provisions of Listing Agreement and Section 188 of the Companies Act, 2013. There were also no transactions of material value with related parties which were in potential conflict with the interest of the Company. All the related party transactions entered into by the Company are in the ordinary course of business and on arm's length basis. All the related party transactions are approved by the Board as well as by the Audit Committee. The necessary disclosures regarding the transactions entered into with the related parties are given in the Notes to the Financial Statements.
b) There was one late compliance by the company for which BSE has levied penalty.
c) The Company has a Vigil Mechanism / Whistle Blower Policy' in place as required under Clause 49 of the Listing Agreement and as per the provisions of section 177 of the Companies Act, 2013. The Directors and employees of the Company are free to report genuine concerns about unethical behavior, misconduct or unlawful act, factual or suspected fraud or violation of the code of conduct or the ethics policy. The policy provides mechanism for an individual to report violations without fear of victimization. It is affirmed that no personnel has been denied access to the Chairman of the Audit Committee.
d) The Company does not have any material subsidiary company whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year.
Accordingly, a policy on material subsidiaries has not been formulated.
e) The Company has complied with the mandatory requirements of the Clause 49 of the Listing Agreement pertaining to the Corporate Governance.
f) The Company has also fulfilled the following non-mandatory requirements as prescribed in Clause 49 of the Listing Agreement:
I. Audit Qualification:
It is always the Company's endeavor to present unqualified financial statements. There are no audit Qualifications in the Company's financial statement for the year under review.
II. Reporting of Internal Auditor:
The Internal Auditors are invitees at the Audit Committee meetings of the Company. Internal audit report of the Internal Auditor is placed quarterly before the Audit Committee. The Internal Auditor may, if necessary, report directly to the Audit Committee.
COMPLIANCES REGARDING INSIDER TRADING
The Company has in place a "Code of conduct for prevention of Insider Trading" in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992 which has been amended and substituted by SEBI with a new set of Regulations, which has come into effect from 15th May, 2015.
In compliance with the Regulation 8 (1) of the newly introduced SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a "Code of practices and procedures for fair disclosures of unpublished price sensitive information'.
MEANS OF COMMUNICATION
(a) The Board of Directors of the Company approves and takes on record the quarterly, half yearly and annual financial results in the format prescribed under Clause 41 of the Listing Agreement.
(b) The Company has its own website "www.indtradeco.com".
GENERAL SHAREHOLDER INFORMATION
303/B, Aditya Heritage, Om Nagar, Next to Jeena House, Andheri (E), Mumbai-400 099.
Annual General Meeting
Date and time
Wednesday , 30™ September 201 5 at 11.00 a.m
303/B, Aditya Heritage, Om Nagar, Sahar, Andheri (E), Mumbai-400 099.
Financial calendar 2015-16 (tentative)
Quarter ending on June 2015 end of July 2015
Half year ending on September 2015 end of October 2015
Quarter ending on December 2015 end of January 2016
Year ending on March 2016 end of April 2016
Annual General Meeting (2015-16) August / September 2016
Date of Book Closure
Wednesday, 21" September 201 6 to Friday, 30th September 2016 (both days inclusive).
Listing on Stock Exchange
Equity shares of the Company are listed on Bombay Stock Exchange (Stock Code 504336)
* Date Of Book Closure:
24th September 2015 to 30th September 2015 [Both days inclusive],
Dividend Payment Date:
Registrars. Transfer Agent:
In terms of SEBI Circular No.D&CC/FITTC/CIR-15/2002 dated December 27, 2002 read with Circular No.D&CC/FITTC/CIR-18/2003 dated February 12, 2003, on appointment of common agency for share registry work, the Company has appointed the below mentioned agency as Registrars and Share Transfer Agent (RTA) for both physical and demat segment of Equity Shares of the Company.
REGISTRAR & SHARE TRANSFER AGENT
M/S. Sharex Dynamic (India) Pvt. Ltd.
Unit No-1, Luthra Industrial Premises Andheri Kurla Road, Andheri (East) Mumbai-400072
Tel:+91 22 28515606/+91 22 28515644 Fax:+91 22 28512885
Share Transfer System:
Share Transfer Requests are received at the registered office of the Company as well as directly at RTA's office. RTAdoes the verification and processing of documents. In order to comply with the requirement of SEBI circular No. CIR/MIRSD/8/2012 dated July 5, 2012 to effect transfer of shares within 15 days, the Share Transfer Committee has been authorised to process, approve and effect transfer of shares on behalf of the Company at fortnightly intervals. The share certificates duly endorsed for transfer are returned to shareholders within stipulated time of 15 days.
Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in the case of death of all the registered shareholders.
Nomination facility in respect of shares held on electronic form is also available with the Depository Participant (DP) as perthe bye-laws and business rules applicable to NSDL & CDSL.
Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity shares:
The Company does not have any GDRs /ADRs / Warrants or any Convertible Instruments as on date.
Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity shares: The Company does not have any GDRs /ADRs / Warrants or any Convertible Instruments as on date.
Plot No. 1, Phase 1, Genesis Industrial Township, Village Kolgaon, Tal Palghar, District Palghar
Compliance Officer: Mrs. Hiral Rokadia is the Compliance Officer
Address for Correspondence:
30C/B,Aditya Heritage, Om Nagar, NexttoJeena House, Andheri (E), Mumbai-400 099.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As required by the Securities & Exchange Board of India (SEBI), quarterly audit of the Company's share capital is being carried out by a Practicing Company Secretary with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The report in regard to the same is submitted to BSE Limited and is also placed before the Board of Directors.
MANAGEMENT DISCUSSIONS & ANALYSIS
Pursuant to Clause 49 of the listing agreement with stock exchange the M DA is required to be annexed to this report. There is no manufacturing activities and the company continues with trading activities,
CEO / CFO CERTIFICATION
As required under Clause 49 of the Listing Agreement, a Certificate duly signed by CEO/CFO is annexed to this report.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
The Company has obtained a certificate from Auditors of the Company regarding compliance with the provisions relating to the corporate governance laid down in Clause 49 of the listing agreement with the Stock Exchanges. This certificate is annexed to the report.