1.COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is about commitment to values, ethical business conduct and about considering all stakeholders interest in conduct of business. Your Company is committed to adopt the highest standard of Corporate Governance, accountability and equity in its operations and interaction with all stakeholders. Our policies and practices are framed keeping in view long term shareholder values without compromising on the ethical standards and corporate responsibilities. Corporate Governance essentially involves balancing the interest not only of the stakeholders of the company but also involves obligations towards its non shareholder stakeholders such as Bankers, Regulators and Government agencies etc.
The report on Corporate Governance, in compliance with the requirements stipulated under Companies Act, 2013, and rules & regulations made there under along with Clause 49 of the Listing Agreement is listed hereunder:-
2.BOARD OF DIRECTORS
a) Composition and size: The company has an optimum combination of Executive, Non Executive and Independent Non Executive Directors and is governed by the Companies Act, 2013, the Listing Agreement and Articles of Association of the company. At present, the Board comprises of 7 Directors, of whom one is Nonexecutive Director being the Chairman of the Board and also the promoter and one is Executive Director and 2 are promoter and Executive Directors and 3 are Non Executive and Independent Directors. There are no nominee directors and institutional directors on the Board of the Company.
The Company also has a two Woman Directors on its Board in compliance with the provisions if Section 149 of the Companies Act, 2013 and Clause 49 (II)(A)(1) of the Listing Agreement.
None of the Directors is a Director in more than 20 Companies or member of more than 10 Committees or acts as Chairman of more than 5 Committees across all the Companies in which they are Directors. All the Executive and Non - Executive Directors are appointed or re-appointed with the approval of shareholders. The table showing Composition of Board of Directors is as follows:-
Mrs. Rachna Batra is a Fellow Member of the Institute of Company Secretaries of India and has nearly 16 years of experience in legal matters, compliances, depository services. She also holds directorship in other companies namely, M/s Integrated Risk Insurance Brokers Limited and M/s Manishika Impex (P) Limited. She is also the Chairman of the Audit Committee of the Board of Directors and Stakeholder Relationship Committee of the company.
Mr. Sunil Sobti is a Fellow member of Institute of Company Secretaries of India (ICSI) and also holds the Bachelors Degree in Law (LLB). He is also the member of Audit Committee of the Board of Directors, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the company. He has an experience of nearly 15 years in financial and capital market in Legal Profession. He is also associated as Director with M/s Mahek Info Arts Private Limited.
Mr. S.P Oberoi is a Fellow member of the Institute of Company Secretaries of India (ICSI), L.L.B and also holds a certificate in proficiency of Law. He is also the Chairman of Nomination and Remuneration Committee of the Company. He has a rich experience of nearly 45 years in the area of Law and Accounts. He has worked as Company Secretary in M/s Imation (India) Private Limited from 2006 to 2009. He has worked as Company Secretary from 1993 to 2006 in M/s Synthesis Medical (P) Ltd. Before such joining he worked in M/s Gem India Ltd. as group Company Secretary from 1974 to 1993. During the period 1965 to 1974, he has worked as Company Secretary with M/s Delhi Safe Deposit Company Ltd. He is presently also associated as Director with M/s Imation (India) Private Limited.
Other directors are not related to each other. b) Board Meetings
During the financial year 2014-2015, the Board of Directors met four times on 22nd May, 2014, 13th August, 2014, 14th November, 2014 and 12th February, 2015.. The maximum interval between any two meetings was not more than 4 months.
The Agenda for the Board Meetings together with the appropriate supporting notes were circulated well in advance of the meetings to enable the Board to take informed decisions.
Attendance of each Director at the Board meetings held during the financial year 2014-15 and last Annual General Meeting (AGM) of the company held on 30th September, 2014 The information regarding the meetings attended by the Directors is given below: -
c)Meeting of Independent Directors
In compliance with Section 149(8) of the companies Act 2013 and Clause 49 of the Listing Agreement, a separate meeting of Independent Directors of the company was held on March 25, 2015. The meeting was attended by all the Independent Directors.
In compliance with the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has laid down a formal mechanism for evaluation of Independent Directors and Executive Directors.
A separate exercise was carried out to evaluate the performance based on parameters like level of engagement, independence of judgment, safeguarding interest of company and its minority shareholders etc. of individual Directors including the Chairman of the Board. The performance evaluation of the Independent Directors was carried out by the entire board. The performance evaluation of the Chairman and non-independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
At the time of appointment of a Director, a formal letter of appointment is given, which inter-alia explains the role, function, duties and responsibilities expected of him/her as a Director of the company. Each newly appointed Independent Director is taken through a familiarization programme. The program aim to familiarize the Directors with the compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and his affirmations taken with respect to the same.
3. COMMITTEES OF THE BOARD:
Under the aegis of the Board of directors, several committees have been constituted which have been delegated powers for different functional areas. All the committees have been formed and constituted pursuant to and in accordance with the provisions of Listing Agreement, Rules and Regulations prescribed by Reserve Bank of India read with requirements of the Companies Act 2013.
In compliance of the provisions of Corporate Governance under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013 and rules and regulations made their under, the company has a qualified Audit Committee. The committee reviews the financial statements before submission to the Board for approval and also recommends appointment, re-appointment of the Statutory Auditors and fixing their fees.
The committee comprises of 3 directors i.e. Shri S.C. Khaneja, Mrs. Rachna Batra and Sh. Sunil Sobti, all being Non-executive directors. Mrs. Rachna Batra and Mr. Sunil Sobti are Independent Directors. Mrs. Rachna Batra is Chairman of the committee. All the members are financially literate having vast knowledge of accounting, corporate laws and financial expertise. Company Secretary of the company acts as the secretary of the Audit Committee.
During the year under review, the Audit Committee met Four times during the year 2014-15 on 22nd May, 2014, 13th August, 2014, 14th November, 2014 and 12th February, 2015. All the members duly attended the meetings.
b)Nomination and Remuneration Committee
Your company has constituted the Nomination and Remuneration Committee pursuant to the provisions of the Companies Act, 2013 on May 30, 2015, comprising of three Non Executive Directors i.e. Mr. S. P. Oberoi, Mr. S.C Khaneja and Mr. Sunil Sobti. Mr. S.P Oberoi being an Independent Director acts as Chairman of the Committee.
The role, term of reference, authority and powers of this Committee are in conformity with the requirements of the Companies Act, 2013 and the Listing Agreement, as applicable to the Company.
c) Stakeholder's Relationship Committee
As a measure of good Corporate Governance and to focus on the shareholders' grievances and towards strengthening investor relations, Shareholders/Investors Grievance Committee has been constituted as a Committee of the Board. The Stakeholder's Relationship Committee is empowered to perform the functions of the board relating to handling of stakeholder's queries and grievances. It primarily focus on the grievances of the investors/shareholders & other stakeholders and speedy disposal thereof.
The Stakeholder's Relationship Committee comprise of two non-executive (all being independent) directors as members namely Mrs. Rachna Batra and Mr. Sunil Sobti. Mr. S.C. Khaneja, being a Company Secretary (FCS) is the Compliance Officer of the company and takes the committee through each of the grievances, the steps taken and the responses given by the Company to redress the grievances of the shareholders/investors.
No complaint has been received from the shareholders during the year. No share transfers and
a)Related party transactions
All material transactions entered into with related parties as defined under the Act and Clause 49 of the Listing Agreement during the financial year 2014-15 was on arm's Length basis and in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial personnel or other designated persons during the financial year 2014-15, having potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website.
b)Subsidiaries and Associates
During the year under review, your company has no subsidiary. It has two associate companies, namely, M/s Integrated Master Securities (P) ltd a member of NSE, BSE, MCX-SX and Depository Participant of NSDL and CDSL and Integrated Commodity Trades (P) Ltd., a member of MCX, NCDEX and NSEL.
c)Certificate on Corporate Governance
A certificate certifying the Company's compliance with the provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.
A certificate from the Chairman as per the requirement of paragraph IX of the revised Clause 49 of the Listing Agreement was placed before the Audit Committee and before the Board of Directors.
e)Code of conduct for prevention of Insider Trading
The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and employees of the Company. The Code requires pre-clearance for dealing in the Company's shares by the Directors and employees likely to have access to unpublished price sensitive information.
f)Code of Conduct
The Company has laid down a Code of Conduct ("Code") for the Board Members and Senior Management personnel. The Code impresses upon Directors and Senior Management personnel to uphold the interest of the Company and fulfill the fiduciary obligations. The code of conduct has been circulated to all the Directors and Senior Management Personnel and it is their duly familiarize themselves with the code and to comply with same. All Board Members and Senior Management Personnel of the Company have affirmed compliance with code for the financial year 2014-15. A declaration to this effect signed by the Chairman forms part of the Annual Report of the company. The Code of Conduct of the company has been uploaded on the website of the company.
g)Whistle Blower Policy / Vigil Mechanism
In terms of Section 177 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the company has adopted a Vigil Mechanism/Whistle Blower Policy for its Directors and Employees to report genuine concerns. It provides a formal mechanism to the employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Conduct or Ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.
It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy provides that no adverse action shall be taken against an employee in retaliation to his/her disclosure in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the group. The Whistle Blower Policy of the company has been uploaded on the website of the company.
None of the special resolutions were passed through postal ballot during the last year.
i)Penalty or Strictures
There have been no instances of non-compliances by us and no penalties and/or strictures have been imposed on us by Stock Exchange or SEBI or any statutory authority during the previous three financial year.
j) Compliance with Non Mandatory Requirements
The Board has taken cognizance of the non-mandatory requirements of Clause 49 of the Listing Agreement and Companies Act, 2013 and rules & regulations made their under and shall consider adopting the same at an appropriate time.
6. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the financial year 2014-15, as per the requirements of Listing Agreement, forms part of the Annual Report.
7.MEANS OF COMMUNICATION
•Quarterly Disclosures: The quarterly/half yearly results of the company are published in "Money Maker" (English Edition), "Dainik Mahalakshmi" (Hindi Edition) and send to the Bombay Stock Exchange where the Company's shares are listed as per the provisions of the Listing Agreement, promptly after the said results are approved by the Board
•News Release, Presentation etc.: The Company has not made any official Bulletin for circulation so far. There are no institutional investors in the company and no presentations are being made to analysts.
•Annual Report: Annual Report containing, inter alia, the Financial Statements, Director's Report, Auditor's Report and other important information is circulated to members of the Company prior to the AGM. The Report on Management Discussion and Analysis forms part of the Annual Report.
•Price Sensitive Information: All price sensitive information and such other matters which in the opinion of the Company are of importance to the shareholders/investors are promptly intimated to Stock Exchange.
•Designated Exclusive E-mail Id: The Company has designated an e-mail ID called firstname.lastname@example.org exclusively for redressal of shareholders complaints/grievance.
8.GENERAL SHAREHOLDERS INFORMATION
The Company is registered with the Registrar of Companies, NCT of Delhi & Haryana. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L74140DL1992PLC047849.
b)Date, Time and Venue of Annual General Meeting
The date, time and venue of the ensuing General Meeting have been indicated in the notice convening the AGM, which forms part of the Annual Report.
c)Financial Calendar FY 2015-2016 (Tentative)
Schedule Financial Reporting: Tentative Date
For the first quarter ending 30th June, 2015: On or before 15th August, 2015
For the second quarter and half year ending 30th September, 2015: On or before 15th November, 2015
For the third quarter ending 31st December, 2015: On or before 15th February, 2016
For Fourth quarter and Annual year ending 31st March, 2016: On or before 30th May, 2016
d) Dates of Book Closure
The Share Transfer Books of the company will remain closed from September 23, 2015 to September 30, 2015 (both days inclusive) for the purpose of Payment of Dividend & 24th Annual General Meeting (AGM) of the Company to be held on September 30, 2015.
e)Dividend Payment Date
The final dividend, if declared by the members at the AGM, shall be paid to those shareholders whose name appears on the Register of members as on Wednesday, 23rd September, 2015 and in respect of Shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners at the close of the business hours on Wednesday, 23rd September, 2015.
The Securities of the Company are listed on BSE Limited (BSE), P. J. Towers, Dalal Street, Fort, Mumbai 400001. Annual Listing fee for the financial year 2015-16 has been paid by the Company to BSE.
BSE Limited: 500212
ISIN for Equity Shares : INE898B01017
i) Registrar & Transfer Agent
The Company has appointed M/s Beetal Financial & Computer Services Pvt. Ltd., 99, Beetal House, Madangir, New Delhi-110 062, as Physical and Electronic Registrar through which the shares of the Company are available for transfer as well as dematerialization.
j) Share Transfer System
The Board has delegated the authority for share transfers, transmissions, remat/demat of shrea/issue of renewed and duplicate share certificates etc to the Board constituted Stakeholder's Relationship Committee. For any such action request is to be made to RTA, which after scrutinizing all such requests, forwards and it to Stakeholder's Relationship Committee. Requests are normally processed within 15 days from the date of lodgment. The shares of the Company are traded on the BSE Limited compulsorily in Demat form. The Company has participated as an issuer both with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL). The International Securities Identification Number (ISIN) is INE898B01017.
l) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion dates and likely impact on equity. The Company has not, as of now, issued any GDRs/ADRs/Warrants or any Convertible Instruments.
o) Address for correspondence
Registered Office :303-304, 3rd Floor, New Delhi House, 27, Barakhamba Road, New Delhi-110001.
Telephone Nos. :011-4307 4307 (30 Lines)
Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants (DP).
9. OTHER DISCLOSURES
a)There is no deviation in following the treatments prescribed in any Accounting Standard (AS) in the preparation of the financial statements of the Company.
b)The Company has laid down procedures for risk management, assessment and its minimization. The management team places an update on risk management to the Board at its meetings.
c)There are no pecuniary relationships or transaction of the Non-executive Directors with the Company except by way of sitting fees.
d)The Company has complied to the extent applicable with all the mandatory requirements of Clause 49 of the Listing Agreement and Companies Act, 2013 and rules & regulations made their under in respect of Corporate Governance.
By order of Board of Directors
Place: New Delhi