REPORT ON CORPORATE GOVERNANCE
Corporate Governance is not merely the compliance of a set of regulatory laws and regulations but is a set of good and transparent practices that enable an organization to perform efficiently and ethically to generate long term wealth and create value for all its stakeholders. It goes beyond building and strengthening the trust and integrity of the Company by ensuring conformity with the globally accepted best governance practices. The Securities and Exchange Board of India (SEBI) observes keen vigilance over governance and fulfillment of these regulations in letter and spirit, which entails surety towards sustainable development of the Company, enhancing stakeholders' value eventually.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate governance is most often viewed as both the structure and the relationships which determine corporate direction and performance. The board of directors is typically central to corporate governance. Corporate governance refers to the mechanisms, processes and relations by which corporations are controlled and directed.
The Company firmly believes that corporate governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders and clients of the Company and the unquestioned integrity of all personnel involved or related to the Company. Corporate Governance contains a set of principles, process and, systems to be followed by directors, Management and all Employees of the Company for increasing the shareholders' value, keeping in view interest of other stakeholders. While adhering to the above, the Company is committed integrity, transparency, accountability and compliance with laws in all dealings with shareholders, employees, the Government, customers, suppliers and other stakeholders.
The Board of Directors fully supports and endorses the Corporate Governance practices in accordance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges and the Voluntary Corporate Governance Guidelines to ensure good Corporate Governance practices across the Company in letter and in spirit. The Company has complied with all the mandatory requirements of the said clause and listed below is the status with regard to the same.
BOARD OF DIRECTORS
The Board of Directors ("the Board") facilitates effective fulfillment of the Board's tasks and provides leadership and guidance to the Company's management and helps in supervising the performance of the Company and helps achieving goals. The Board plays a crucial role enhancing and protecting the reputation of the organization are expected to exercise their duties in the best interests of shareholders and to maximize wealth.
The Board comprises of the members distinguished in various fields such as management, finance, law, marketing, technology and strategic planning. This provides reliability to the Company's functioning and the Board ensures critical examination of the strategies and operational planning me chanisms adopted by the management across the globe.
The Company has an optimum combination of Directors on the Board and is in conformity with Clause 49 of the Listing Agreement. As on March 31,2015, the Board comprised of 4 Directors out of which Sare Non-Executive Independent Directors and 1 is Executive Director.
Agenda papers of the Boards and its Committee meetings are circulated to the Directors well in advance of the meetings, supported with significant information to Clause 49 of the Listing Agreement for an effective and well-informed decision making during the meetings.
The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other normal business. During the Financial Year 2014-2015,4(Four) Board Meetings were held on 20th June, 2014,20th August, 2014,14th November,2014 and 13th February, 2015. Time gap between any two meetings was not more than 120 days.
The Board periodically reviews the compliance report of all laws applicable to the Company. All the Directors have made necessary disclosures about the directorships and committee positions they occupy in other companies. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees across all Companies in which they are Directors.
The particulars of Directors, who are proposed to be reappointed at the ensuing AGM, are given in the Notice convening the AGM.
COMPOSITION OF THE COMMITTEE AUDIT COMMITTEE
The Audit Committee comprises of experts specializing in accounting / financial management. During the Financial Year 2014-15, Four (4) meetings of the Audit Committee were held on 28lh June, 2014,20th August, 2014,14th November, 2014 and on 13th February, 2015. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement and the Companies Act, 2013.
The terms of reference of the Audit Committee were enlarged by the Board in order to cover the matters specified under revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. This Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of appointment/removal of Auditors, reviewing of company's results, evaluation of Independent Directors performances.
NOMINATION AND REMUNERATION COMMITTEE
The Committee's constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Clause 49 of the Listing Agreement and the Securities and Exchange Board of India (Share Based Employee Benefits Regulations, 2014, as amended from time to time.
During the Financial Year 2014-15, Four (4) meetings of the Committee were held on 28th June, 2014,20th August, 2014, 14th November, 2014and-on 131K February, 2015.
The terms of reference of the Nomination & Remuneration Committee were enlarged by the Board in order to cover the matters specified under revised Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. This Committee has powers to recommend/ approve remuneration, Identification of Persons who are qualified to become director, Recommend to the board their appointment and removal, approve remuneration of Non Executive Directors
Remuneration Policy for Key Managerial Personnel and other Employees of the Company
As per listing Agreement the Company is required to frame Remuneration Policy for Key Managerial Personnel and Other employees. The Nomination and Remuneration Committee are responsible for Identifying suitable person eligible to become director and recommend to the Board their appointment and removal. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. Due to severe financial crunch, Company is not providing any remuneration to Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Four (4)meetings of the Committee were held during the year 2014-15 on 28th June, 2014, 20th August, 2014, 14lh November, 2014 and on 13th February, 2015 The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. The Committee reviews Shareholder's/ Investor's complaints like non-receipt of Annual Report, physical transfer/transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.
TRAINING FOR BOARD MEMBERS
Pursuant to clause 49(ll) (B) (7) of the Listing Agreement, every listed company is required to conduct familiarization programme enabling the Independent Directors of the Company to understand the Company's business in depth that would facilitate their active participation in managing the Company.
The Company has adopted a system to familiarize its lndependent Directors with the Company, to make them aware of their roles, rights& responsibilities in the Company, and nature of the industry in which the Company operates, business model of the Company etc.
The performance evaluation process is a constructive mechanism for improving board effectiveness, maximizing strengths and tackling weaknesses, leading to an immediate improvement in performance throughout the organization. The Board of the Company has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee on parameters such as attendance and participation in the Meetings, preparedness for the meetings, understanding of the Company & the external environment in which it operates, contribution to strategic direction, raising of valid concerns to the Board, constructive contribution to issues, active participation at meetings and engaging with & challenging the management team without confronting or obstructing the proceeding of the Board and its Committee meetings of which the Director is a member pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the independent Directors at its meeting. The Directors expressed their satisfaction with the evaluation process.
i. Related Party Transactions
The transactions with related parties as per Accounting Standard AS-18 are set out in Notes to accounts under Note no. 29 forming part of financial statements. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company
ii. Managing Director Certification
Certification on financial statements pursuant to Clause 49(V) of the Listing Agreement has been obtained from the Managing Director of the Company. Extract of the same is given at the end of this Report.
iii. Code of Conduct for Directors
The Board has laid down Codes of Conduct for Executive Directors and for Non-Executive/ Independent Directors of the Company. The Codes of Conduct have been circulated to the Board and the compliance of the same has been affirmed by them. A declaration signed by the MD inthis regard is given at the end of this Report.
iv. Subsidiary Companies
The Company has no material non-listed Indian Subsidiary Company as defined in Clause 49(V) of the Listing Agreement.
v. Risk Management & Internal Control
The board has ultimate responsibility for risk management and internal control, including for the determination of the nature and extent of the principal risks it is willing to take to achieve its strategic objectives and for ensuring that an appropriate culture has been embedded throughout the organization. The Company has implemented a comprehensive 'Enterprise Risk Management' framework in order to understand the risks they are exposed to, put controls in place to counter threats, and effectively pursue their objectives and further to anticipate, identify, measure, mitigate, monitor and report the risks, details of which are given in the Risk Management section under 'Management Discussion and Analysis Report' which forms part of this Annual Report. The team presents their key audit findings of every quarter to the Audit Committee. The management updates the members about the remedial actions taken or proposed for the same. The suggestions and comments from the Committee members are vigilantly incorporated and executed by the Company.
vi. Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms part of this Annual Report.
vii. Independent Directors ,
The independent Directors of the Company have the option and freedom to meet and interact with the Company's Management as and when they deem it necessary. They are provided with necessary resources and support to enable them to analyze the information/ data provided by the Management and help them to perform their role effectively.
MEANS OF COMMUNICATION
The quarterly and annual consolidated financial results are normally published in Business Standard (Ahmedabad Edition) (English) and Vadodara Samachar (Baroda Edition) (Gujarati) Newspapers.
GENERAL SHAREHOLDER INFORMATION
i. Annual General Meeting
Day, Date & Time TUESDAY,
15th September, 2015 at 12.30 P.M.
Venue :Bajwa-Chhani Road, Behind GS.F.C Complex, Vadodara-391310
ii. Financial year
April 1 to March 31
Financial Calendar (Tentative) -
Financial Year 2015-2016
1st Quarter On or before 15th August, 2015
2nd Quarter On or before 15th November, 2015
3rd Quarter On or before 15th February, 2016
4th Quarter On or before 30th May, 2016
Audited yearly result for the year ended March 2016- End of May 2016
iii. Dates of Book Closure (both days inclusive)
Tuesday, 08th September, 2015 to Tuesday, 15th September,2015
In view of huge losses carry forwarded during the year, your Board think fit not to recommend any dividend for the year ended 31st March 2015
v. (a) Stock Code / Symbol
BSE Security Code :500208
ISIN in NSDL and CDSL : INE599C01019
Corporate Identity Number (CIN) :L24 1 1 OG J 1 979PLC003549
BSE Security ID: INDUNISS
vi. Market Price Data
Due to absence of trading in the Company's scrip, this information is not presented.
vii. Registrar & Transfer Agent
Sharex Dynamic (India) Pvt. Ltd.
Registrar & Share Transfer Agent
Unit 1, Luthra lndustrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East).Mumbai: 400072.
i. Dematerialization of Shares and Liquidity
According to the requirements of the Securities & Exchange Board of India (SEBI) the shares of the company are to be compulsorily traded in a dematerialized form. Consequently the company had written to its shareholders advising them that they had the option of converting their shareholdings from the physical form to the electronic form. As of 31.03.2015, a total number of 6394845 shares, representing 38.76% of the total shares of the company have been dematerialized.
ii. Address for Correspondence
MAKER BHAVAN N0.2,18 NEW MARINE LINES, MUMBAI: 400 020
Place : Mumbai
Date : 21st August, 2015