REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges) Company's Philosophy on Code of Governance:
Your Company is fully committed to the principles of transparency, integrity and accountability in all spheres of its operations and has been practicing the principles of good corporate governance over the years. In keeping with this commitment, your Company has been upholding fair and ethical business and corporate practices and transparency in its dealings and continuously endeavor's to review strengthen and upgrade its systems and procedures so as to bring in transparency and efficiency in its various business segments.
Your Board of Directors present the Corporate Governance Report for the year 2014-15 based on the disclosure requirement under Clause 49 of the Listing Agreement existing as on 31st March, 2015.
2. Composition of Board:
The Company has an adequate composition of Board of Directors along with Women Directors
The Board of Directors comprises 5 directors with an executive chairman as of March 31, 2015. Out of said 5 directors, more than 50% directors are non-executive independent directors which are in line with requirement of clause 49 of the listing agreement. The Board is headed by Mr. Kamal Nayan Sharma, Managing Director who is Promoter Director.
The board does not have any nominee director as on March 31, 2015.
3. MEETINGS AND ATTENDANCE DURING THE YEAR:
Attendance of Directors at the Meeting of Board of Directors for the Financial Year 2014-2015.
The Company has conducted 6 (Six) Board Meetings during the year on 05th April 2014, 30th May 2014, 28th July 2014, 14th November 2014, 29th December 2015, and 14th February 2015.
The Details of Board of Directors Meeting Held during the Financial Year 2014- 2015:
The Attendance of Directors at the Last Annual General Meeting which was held on 30th September, 2014 for the financial year 2013-2014:
The names and category of the directors, number of meeting held and attended by directors, number of directorship held in other public company, number of committee chairmanship/membership held in other public company, attendance at last annual general meeting are given below:
The Company has five committees viz:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stake Holders Relationship Committee,
4. Share Transfer Committee,
5. Risk Management Committee
The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors.
1. AUDIT COMMITTEE:
The term of reference of this committee cover the matter specified for Audit Committee under clause 49 of the Listing Agreement which is in line with section 177 of Companies Act, 2013. The current Audit Committee of the Company comprises three Directors, who possess knowledge of the corporate finance & accounts.
The Composition of Audit Committee is in conformity with Clause 49 II (A) of the Listing Agreement.
A brief description of the terms of reference of the Audit Committee is as follows:
To review Internal Audit Reports, Statutory Auditors' Report on the financial statements, to generally interact with the Internal Auditors and Statutory Auditors, to review the adequacy of internal control systems, to select and establish accounting policies, to review financial statements before submission to the Board, to recommend the appointment and removal of external auditor and fixation of audit fees and other matters specified under Clause 49 of the Listing Agreement and Section 177 of Companies Act, 2013.
During the Financial Year 2014-14 under review 4(Four) meetings of the Audit Committee were held, on 30/05/2014, 14/08/2014, 14/11/2014 and 14/02/2015.
2. NOMINATION AND REMUNERATION COMMITTEE:
The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives.
Role of the committee:
The role of Nomination and Remuneration Committee is as follows:
1) determining/recommending the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
2) determining/recommending the criteria for qualifications, positive attributes and independence of Directors;
3) identifying candidates who are qualified to become Directors and who may be appointed in Senior Management and recommending to the Board their appointment and removal;
4) reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc;
5) reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;
6) determining policy on service contracts, notice period, severance fees for Directors and Senior Management;
7) evaluating performance of each Director and performance of the Board as a whole;
3. STAKE HOLDER'S RELATIONSHIP COMMITTEE:
The board had constituted a Shareholders' Grievances Committee pursuant to requirement of Listing Agreement. However, upon notification of section 178 of Companies Act, 2013, the board has constituted Stakeholders Relationship Committee in place of Shareholders' Grievances Committee and terminated w.e.f. July 28, 2014.
Terms of references
a) The terms of reference of committee are to consider and resolve grievances of security holders of the Company.
b) To scrutinize and approve registration of transfer of shares / debentures / warrants issued / to be issued by the company.
c) To exercise all power conferred on the Board of Directors under Articles 37 to 48 of the Article of Association.
d) To decide all questions and matters that may arise in regard to transmission of shares / debentures / warrants issued / to be issued by the Company.
e) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those reported lost,
f) To refer to the Board and any proposal of refusal of registration of transfer of shares / debentures / warrants for their consideration.
g) To look into shareholders and investors complaints like transfer of shares, non-receipt of declared dividends, etc., and
h) To delegate all or any of its power of Officers / Authorized Signatories of the Company. Detail of Complaints:
• No. of shareholders' complaints received during the year : 1
• No. of complaints resolved to the satisfaction of shareholders : 1
• No. of pending Complaints : 0
4. SHARE TRANSFER COMMITTEE:
The Board has delegated the powers to a committee to approve transfer/transmission of shares and attend to all other matters related thereto.
5. RISK MANAGEMENT COMMITTEE:
The Company has a well-defined risk management framework in place. The committee ensures that by following the regulatory norms, the company effectively manages the risks and has a focused Risk Management monitoring in place.
4. WHISTLE BLOWER POLICY:
The Company has formulated a policy known as 'Whistle Blower Policy' to allow and encourage employees to bring to the Management's Notice (Audit Committee) directly, without necessarily informing their superiors about suspected unethical behavior, malpractice, wrongful conduct, fraud, violation of the Company's policies including code of conduct, violation of law or questionable accounting or auditing matters by any employee/director in the Company without fear of reprisal. The Company further undertakes that it has not denied any personnel access to the Audit Committee of the Company with respect to the same.
6. OTHER DISCLOSURES:
(a) Related Party Transactions:
Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large:
None of the transactions with any of the related parties were in conflict with the interest of the Company at large.
(b) Disclosure of Accounting Treatment:
In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable. The Company has not complied with Revised Accounting Standard AS-15 for Gratuity and Leave Encashment as the same are being accounted for on Cash Basis.
(c) Disclosures on Risk Management:
During the year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures as required under Clause 49 of the Listing Agreement.
The Company has framed the Risk Assessment and Minimization Committee- Procedure which will be periodically reviewed by the Board of the Directors.
(d) Code of Conduct
The Board of Directors has adopted the Code of Ethics and Business Principles for the Non-executive Directors as also for the employees including Executive Director. The said Code has been communicated to all the Directors.
(e) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: None
(f) CEO/CFO Certification
A certificate from Mr. Mukund Bhardwaj, Director & CFO on the financial statements of the Company was placed before the Board, as required by Clause 49(V) of the Listing Agreement.
7. MEANS OF COMMUNICATION:
(a) Quarterly results
The Unaudited quarterly results are announced within 45 days from the end of the quarter, as stipulated under the listing agreement with the Bombay Stock Exchange Limited.
(b) Newspapers wherein normally published: Financial Express (English) or Free Press (English) & Mumbai Mitra (Marathi).
(c) Any Website, wherein displayed: www.indianinfotechandsoftwareltd.com
(d) Whether Management Discussion & Analysis Report is a part of Annual Report: Yes 8. General Shareholder information:
(a) AGM date, time and venue:
Annual General Meeting scheduled to be held on 30th September, 2015 Wednesday, at 11:30 A.M. at Regd. Office at D- 207, Crystal Plaza, Opposite Infinity Mall, New Link Road, Andheri (W), Mumbai - 400053.
*Copy of Notice of Annual General Meeting along with Annual Report 2014-115 is available on Company website: www.indianinfotechandsoftwareltd.com
(b) Financial Year: The Financial Year is from 1st April to 31st March. Tentative Schedule
Unaudited Results for quarter ending June 30, 2015 :14th August, 2015
Unaudited Results for quarter ending September 30, 2015 :14th Nov., 2015
Unaudited Results for quarter ending December 31, 2015 :14th Feb, 2016
Unaudited Results for year ending March 31, 2016 :30th May, 2016
AGM for year ending March 31, 2016 : End September, 2016
(c) Book Closure period: Share Transfer Register will be closed from 24th September, 2015 to 29th September, 2015 (Both Days Inclusive)
(d) Dividend payment date: Not Applicable
(e) Stock Exchanges where securities are listed. Whose
Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
(f) Stock Market Data:
During the year the trading of the shares of the Company continues shares of the Company is regularly trading in B Group.
(e) Stock Code: 509051
(f) ISIN: INE 300B01022
(g) Registrar and Transfer Agent:
M/s Sharex Dynamic (India) Pvt. Ltd. Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai-400072 Tel. No. 022 - 28515606/28515644 Email id- email@example.com
(h) Share transfer system with number of shares transferred:
Share transfers in physical form are registered and returned within a period of 12-15 days from the date of receipt, in case documents are complete in all respects. The Share Transfer & Shareholders' / Investors' Grievance Committee meets at least every fortnight.
Dematerialization of shares and liquidity: 99,06,90,600 equity shares (98.73 %)
(i) Outstanding GDRs/ Warrants, Convertible Bonds, conversion date and it impact on equity. Not Applicable (j) Distribution of Shareholding and Shareholding Pattern as on 31st March, 2015.
(k) Address for correspondence:
The Company's Registered Office is situated at -INDIAN INFOTECH & SOFTWARE LTD. D - 207, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (w), Mumbai - 400 053.
Tel. No. 022 - 42956833, Email Id - firstname.lastname@example.org Website: www.indianinfotechandsoftwareltd.com
Any Correspondence by the shareholders should be addressed either to Registered Office at above address or Registrar/ Share Transfer Agents.
9. NON-MANDATORY REQUIREMENTS:
(a) Office of the Chairman of the Board:
The Company does not defray the secretarial expenses of the Chairman's office.
(a) Shareholder rights- furnishing of half yearly results:
The Company's Quarterly results are published in newspapers and also available at the website of Company and therefore, not sent to the shareholders.
(b) Postal Ballot:
The Company will comply with the requirements of postal ballot as and when such matter arises requiring approval of the shareholders by such process in terms of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011.
Adoption of other non-mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.