REPORT ON CORPORATE GOVERNANCE
1. COMPANY’S PHILOSOPHY
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, clients, the good reputation of the Company and the unquestioned integrity of all personnel involved in the Company. To ensure transparency, fairness and objectivity in an organisation’s functioning, the Company has proactively adopted best practices with regard to corporate governance and compliance, which are ahead of regulatory requirements. The Company’s policy on compliance with external regulatory requirements is backed by stringent internal policies and principles to ensure, interalia, priority to clients’ interest over proprietary interest, maintenance of confidentiality of client information and prevention of insider trading.
2. BOARD OF DIRECTORS
The Board of Directors of the Company consists of Three Directors including the Executive Chairman. Out of 3, 2 director is non-executive independent director. The Company does not have any pecuniary relation or transaction with Non-Executive Independent Director during the year under review.
A detailed Agenda folder was sent to each Director in advance (generally before 7 to 10 days) of Board and committee meetings. To enable the Board to discharge its responsibilities effectively, the Managing Director briefed the Board at every meeting on the financial performance of the Company up to last completed month as against the budget/revised budget of the year.
Presentations are made by the Managing Director about the financial, operational performance and market scenario. The Board also reviewed:
• Strategy and business plans
• Annual operating and capital expenditure budgets
• Investment plans of the company
• Compliance with statutory/regulatory requirements and review of major legal issues.
• Adoption of quarterly / half yearly / annual results (after recommendation of Audit Committee where required).
• Significant labour problems
• Major accounting provisions and write-offs.
• Details of joint venture or Collaboration Agreement
Composition, Category of Directors and their other directorship and Membership / Chairmanship of Committees.
During the year 6 Board Meetings were held. The Board was present with the relevant and necessary information. None of the Director is a member of more than 10 committees or acting as Chairman of more than 5 committees across all companies in which he is a director. The attendance at the Board Meeting during the year and at the last Annual General Meeting was as follows:
3. AUDIT COMMITTEE
The Board constituted an Audit Committee consisting of 3 Directors. All members of Audit Committee are financially literate and 2 Directors out of 3 has financial management expertise as required for member of Audit Committee as stipulated in Clause 49 of the Listing Agreement. The Details of Audit Committee meetings held during the year April 2014 to March 2015 and the attendance of the Audit Committee Members are as under:
The terms of reference for the audit committee as laid down by the Board include the following:-
(ii) Overseeing the Company’s Financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
(iii) Recommending the appointment and removal of statutory auditor, fixation of audit fee and also approval for payment for any other services.
(iv) Reviewing with management, the quarterly, half yearly and annual financial statements before submission to the Board, focusing primarily on any changes in accounting policies and practices; major accounting entries based on exercise of judgement by management; qualifications in draft audit report; significant adjustments arising out of audit; the going concern assumption; compliance with accounting standards; compliance with stock exchange and legal requirements’ concerning financial statements; any related party transaction i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of Company at large.
(v) Reviewing with the management, statutory and internal auditors, the adequacy of internal control system and ensuring compliance therewith.
(vi) Discussions with statutory auditors before the commencement of the audit about the nature and scope of audit as well as have post-audit discussion to ascertain any areas of concern.
(vii) Reviewing the Company’s financial and risk management policies.
(viii) To review the functioning of the Whistle Blower Policy adopted by the Company.
(ix) To review report on Management Discussion & Analysis of Financial Condition and Results of operation, to be included in the Company’s Annual Report to its Shareholders.
1. NOMINATION AND REMUNERATION COMMITTEE
The company had constituted a Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company earlier but as per new provisions u/s 178 of the Co.Act,2013, the said committee has been reconstituted w.e.f. 24/08/2014 consisting of Kaushik Sanghavi, Chairman of the said committee, Satish R Raval and Deepa R Dalwadi are the members of the said committee. This committee will look after the functions as enumerated u/s 178 of the new Act.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The said committee comprises of Kaushik Sanghavi, Chairman of the said committee, Satish R Raval and Deepa R Dalwadi are the members of the said committee. There are 4 meetings during the year.
The Committee has delegated the authority to an officer of the Company who attends to share transfer formalities at least once in a fortnight.
Terms of reference:-
To look into the redressal of the share holders complaints in respect of any matter including transfer of shares non receipt of annual report, non receipt of declared dividend etc.
The company has designated Mr. Satish Vadilal Raval as Compliance Officer.
Summary of Investors’ Complaints:-
During the year 5 letters / complaints were received from the share holders, out of which NIL letters/ complaints were still pending to be resolved.
6. DISCLOSURES :-
There were no transaction by the company of material significance with related parties i.e. its Promoters, Directors of Companies or the Management or their relatives during the year which may have potential conflict with interest of the Company at large.
7 . MEANS OF COMMUNICATION:
(i) The periodical unaudited / audited financial results are published in Vadodara Samachar (Gujarati) and Business Standard (English) as required under the Listing Agreement. All financial and other vital information is promptly communicated to the stock exchanges on which company’s shares are listed.
(ii) The Management Discussion and Analysis report prepared by the management and forming part of the Annual Report is separately attached.
8. GENERAL INFORMATION FOR SHAREHOLDERS:
(a) Regd. Office:-
205, Unique Centre, Sayajiganj, Above Kansar Hotel, Vadodara-390005 (Gujarat)
(b) Date, Time, Venue of Annual General Meeting:-
30TH September, 2015 at 11.00 AM at the Regd. Office of the company.
(c) Financial Reporting for the quarter ending:-
JUNE 30 : END JULY
SEPT 30 : END OCTOBER
DEC 31 : END JANUARY
MARCH 31 : END APRIL
(d) Date of Book Closure :
25.09.2015 to 30.09.2015 (both days inclusive)
(e) Listing Details :
Bombay Stock Exchange Limited, Mumbai : Scrip Code 511433
The Company has paid listing fees to all Stock Exchanges till March 2015.
(f) Market price data:
The monthly High & Low Share prices of the company traded at the Stock Exchange, Mumbai is available on BSE site.
(g) Share Transfer System:
The Company has a Share holders/ Investors grievance Committee who looks after share transfer job by meeting at regular intervals depending upon the receipt of the shares for transfer.
(i) Investor Services:
The Company has received certain complaints from the shareholders/investors during the year and all are resolved.
(k) DEMATERIALISATION OF SHARES AND LIQUIDITY :
The Company has entered into MOU with M/S. Sharex Dynamic India Pvt.Ltd., Mumbai – SEBI APPROVED RTA for maintaining the electronic connectivity with CDSL & NSDL and for handling physical transfers.
DISPOSAL OF INVESTOR GRIEVANCES
The average time required by the Company or Registrar to the issue for the redressal of routine investor grievances is estimated to be seven working days from the date of receipt of the complaint. In case of non-receipt routine complaints and where external agencies are involved.
The Company or Registrar will strive to redress these complaints as expeditiously as possible.
CERTIFICATION WITH RESPECT TO FINANCIAL STATEMENT
The Managing director of the Company has furnished a certificate to the Board of Directors of the Company with respect to accuracy of financial statements and adequacy of internal controls and compliance of Clause 49 as required under Clause 49 of the listing agreement.
WHISTLE BLOWER POLICY
Recently, the Security & Exchange Board of India has also prescribed the adoption by all listed companies, of a Whistle Blower Policy as a non-mandatory requirement. The company has adopted a Whistle Blower Policy, which affords protection and confidentially to Whistle blowers.
The Audit Committee Chairman is authorized to receive Protected Disclosures under this Policy.
The Audit Committee is also authorized to supervise the conduct of investigations of any disclosures made whistle blowers in accordance with policy.
No personnel have been denied access to the Audit Committee. As of March 31, 2014, no Protected Disclosures have been received under this policy.
CODE OF CONDUCT
The Company’s Board of Directors has adopted the code of conducts which govern the conduct of all directors /employees. All Directors and senior management personnel have affirmed compliance with respective codes for the year ended on 31st March 2015.