CORPORATE GOVERNANCE REPORT
Your Company has been practicing the principle of good Corporate Governance, which comprises all activities that result in the control of the Company in a regulated manner, aiming to achieve transparent, accountable and fair management.
The details of the Corporate Governance Compliance by the Company as per Clause 49 of the Listing Agreement with Stock Exchanges are as under : COMPLIANCE OF MANDATORY REQUIREMENTS
1.COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company believes that good Corporate Governance is essential for achieving long term corporate goals and enhancing value to stakeholders. In pursuit, your Company's philosophy of Corporate Governance is aimed at assisting the management of the Company in the efficient conduct of its business and to continuously strive to attain high levels of accountability, transparency, responsibility and fairness in all aspects of its operations. Your Company continues to lay great emphasis on broad principles of Corporate Governance. Your Company, with a view to achieve these objectives, has adopted corporate strategies, prudent business plans and continuous monitoring of performance.
2.BOARD OF DIRECTORS Composition :
The strength of the Board as on March 31, 2015 was 8 Directors, including one Non Executive Chairman, Two Executive Directors / Whole Time Directors and one Non Executive / Non Independent Woman Director. The Board meets the requirement of not less than one-third being independent Directors.
None of the Directors hold Chairmanship of more than 5 Committees or Membership in more than 10 committees of Public Limited Companies.
During the year under review 4 Board meetings were held on 27.05.2014, 12.08.2014, 14.11.2014 and 14.02.2015. In addition, a meeting of Independent Directors was held on 31.01.2015.
The Composition of Board of Directors, their shareholding, attendance during the year and at the Board Meetings and the last Annual General Meeting, Number of other Directorships, Committee memberships and Chairmanships held by them as at 31st March, 2015 are given below:-
3. AUDIT COMMITTEE
Broad Terms of Reference:
The terms of reference of this Committee covers the matters specified for Audit Committee under Clause 49 of the Listing
Agreement as well as in Section 177 the Companies Act, 2013.
The terms of reference of the Audit Committee comprises the following:
•Oversight of the Company's financial reporting process and the disclosure of its financial information;
•Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
•Approval of payment to statutory auditors for any other services rendered by them;
•Reviewing, with the management, the annual financial statements and auditor's report thereon;
•Matters required to be included in the Director's Responsibility Statement to be included in the Board's report;
•Changes, if any, in accounting policies and practices and reasons for the same;
•Major accounting entries involving estimates based on the exercise ofjudgment by management;
•Significant adjustments made in the financial statements arising out of audit findings;
•Compliance with listing and other legal requirements relating to financial statements;
•Approval of the related party transactions as per policy of the Company;
•Review and monitor the auditor's independence and performance, and effectiveness of audit process;
•Scrutiny of inter-corporate loans and investments;
•Evaluation of internal financial controls and risk management systems;
•Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
•Reviewing the adequacy of internal audit function, if any, including frequency of internal audit;
•Discussion with internal auditors of any significant findings and follow up there on;
•Reviewing the findings of any internal observations by the internal auditors into matters where there is irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
•Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
•Review quarterly and annual financial statements before submission to the Board for approval;
•Discuss with Auditors about Internal Control System and to consider their observations and follow up;
•Review of risk management policies and practices;
•Ensure compliance of Internal Control System;
•Investigate on any matter referred by the Board; and
•Make recommendation to the Board on any matter relating to the financial management ofthe Company, including the Audit Report.
•To review the functioning of the Vigil mechanism;
•To review Management Discussion and Analysis of financial condition and results of operations. Composition :
The Audit Committee of the Company comprises of 3 independent Non-Executive Directors. The Members of the Audit Committee are Financially Literate and Mr. R.K. Jain, Chairman of the Audit Committee possesses rich experience in finance and accounting. The Company Secretary acts as the Secretary to the Audit Committee.
4. NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company in compliance with Section 178 of the Companies Act, 2013, Rules framed there under and amended Clause 49 of the Listing Agreement with the Stock Exchanges has constituted Nomination and Remuneration Committee on 14.11.2014. Terms of Reference:
The terms of reference of the Committee include the following:
•Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
•Formulation of criteria for evaluation of Independent Directors and the Board;
•Devising a policy on Board diversity;
•Identifying persons who are qualified to become directors in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
The Nomination and Remuneration Committee consists of three Directors out of which two are Independent Directors and one is Non Executive Director. The Committee held two meetings during the financial year on 31.01.2015 and 14.02.2015. The particulars of members and attendance at the Committee Meetings are as under: The details of remuneration paid to Executive Director and Director (Technical) are as under:-
Remuneration Policy :
In compliance with the requirements of the Companies Act, 2013, Rules framed there under and pursuant to the provisions of amended Clause 49 of the Listing Agreement, the Board of Directors of the Company, based on the recommendations ofthe Nomination and Remuneration Committee, decides remuneration to be paid to the Executive Directors / Whole Time Directors and sitting fee to the Independent / Non Executive Directors. The Committee, while recommending remuneration to be paid, takes into account the financial position of the Company, trend in the industry, background, qualifications, experience, remuneration and performance of the appointee.
Details of Remuneration paid to Executive Directors / Whole Time Directors during the financial year ended 31st March, 2015:
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board of Directors had earlier constituted a Shareholders/ Investors Share Transfer cum Grievance Committee pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. In compliance with the requirements of Section 178 of the Companies Act, 2013, Rules framed there under and amended Clause 49 of the Listing Agreement with the Stock Exchanges, the said Committee has been renamed as Stakeholders Relationship Committee w.e.f. 27.05.2014. The Committee, inter-alia, reviews the status of Investor's grievances and redressal mechanism and recommends measures to improve the level of investor services. Details of shares transfers / transmissions approved by the Committee are placed at the Board Meetings from time to time. The Committee consist of three members under the Chairmanship of a Non-executive Independent Director.
6. RISK MANAGEMENT COMMITTEE
The revised Clause 49 mandates constitution of Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan of the Company.
i)Related Party Transactions
ii)There have been related party transaction as reflected in notes to the accounts but they are not in conflict with the interest of the Company.
iii)Details on Non Compliance
There were no instances of non-compliances by the Company on any matter related to capital markets, during the last three years.
iv) The Company has adopted a Whistle Blower Policy approved by the Board ofDirectors on 12.08.2014. No incident involving Unethical and Improper Practices or Wrongful Conduct has been reported during the period under review.
v) Accounting Standards
The Company follows the Accounting Standards laid down by the Institute of Chartered Accountants of India and there has been no deviation during the year.
vi)Declaration by CEO with regard to Code of Conduct : Yes.
vii)CEO /CFO certificate : Yes.
9.MEANS OF COMMUNICATION
The Company's financial results are forthwith communicated to Bombay Stock Exchange Limited and Delhi Stock Exchange Limited with whom the Company has listing arrangements as soon as they are approved and taken on record by the Board of Directors of the Company. Thereafter the results are published in one National newspaper in English language and one Regional Newspaper in Hindi Language. The financial results are also posted on the website of the Company www.istindia.com .
10. GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting
Day, Date & Time : Wednesday, the 30th September, 2015 at 11.30 A.M.
Venue : Registered Office at Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari (Haryana)
Financial year : 1st April to 31st March
Book Closure : 24.09.2015 to 30.09.2015 (Both days inclusive)
Financial Calendar (Tentative): 1st April, 2015 to 31st March, 2016
Financial reporting Approval and Adoption of Financial Results for the quarter ended - On or before
30th June, 2015 ;14th August , 2015
30th September, 2015: 14th November, 2015
31st December, 2015: 14th February, 2016
31st March, 2016: 30th May, 2016
Listing on Stock Exchanges:
The Equity shares ofthe Company are listed on Bombay Stock Exchange Limited (Code-508807) and Delhi Stock Exchange Limited.
Registrars and Share Transfer Agents Mas Services Limited
Address : T-34, 2nd Floor, Okhla Industrial Area, Ph. II, New Delhi - 110020 Tel.: 011-26387281, 26387282, 26387283; Fax : 011-26387384 Email: email@example.com
Share Transfer System
Share transfer requests received in physical form are registered within 15 days from the date of receipt and demat /remat requests are normally confirmed within the prescribed time from the date of receipt.
Dematerialization of Shares and Liquidity
The Company's shares are compulsorily traded in dematerialized form. As on 31st March, 2015, 23,88,533 (40.96%) Equity shares of total paid up equity shares were held in Dematerialized form.
NSDL/ CDSL -ISIN : INE684B01011
Outstanding GDR/ Warrants and Convertible Bonds etc.
There is no outstanding GDR/ Warrants and Convertible Bonds etc.
Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari (Haryana)
Address for Correspondence :
Shareholders correspondence should be addressed to the Registrar and Transfer Agents at the address given below or to the Company's Registered Office or Corporate office.
Mas Services Limited, Registrar and Share Transfer Agents Address : T-34, 2nd Floor, Okhla Industrial Area, Ph. II, New Delhi – 110020 Tel.: 011-26387281, 26387282, 26387283 Fax:011-26387384 Email: firstname.lastname@example.org
IST Limited Registered Office: Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari (Haryana) Phone : (0124)267346-48 Fax : (01274) 267444 E-Mail: email@example.com Website: www.istindia.com
Corporate Office: A-23, Defence Colony, New Delhi-110024