REPORT ON CORPORATE GOVERNANCE (pursuant to Clause 49 of Listing Agreement)
The Board of Directors of the Company supports the broad principles of Corporate Governance. Given below is the Report on Corporate Governance in respect of the year ended 31st March, 2015.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company is committed to benchmarking itself with the best in all areas including Corporate Governance. The Company's philosophy of Corporate Governance is aimed at strengthening the confidence among shareholders, customers, employees and ensuring a long tenn relationship of trust by maintaining transparency and disclosures. The Company is aiming at efficient conduct of the business in meeting its obligations to the shareholders.
The Company has adopted a Code of Conduct as required under clause 49 of the listing Agreement with the stock Exchanges. The Directors have confinned compliance with the code of conduct for the year ended 31 st March, 2015.
The relevant standards of Corporate Governance have been fully complied by the Company.
2. BOARD OF DIRECTORS:
Composition and size of the Board: The present strength of the Board is 5. The Board comprises of three Executive Director and the remaining two are Non-executive Directors. The size and composition of the Board confinns with the requirements of Corporate Governance under the Listing Agreement with the Stock Exchange and applicable laws. The Independent Non Executive Directors of the Company do not have any other material or pecuniary relationship or transaction with the Company, its promoters, its management or its subsidiaries, which in the judgment of the Board may affect independence ofjudgments of the Directors. Non-Executive Directors are not paid any remuneration.
No. of Board Meetings held during the year along with the dates of meetings In the financial year 2014-15, the Board met 5 (five) times. The Board Meetings were held on 30.04.2014, 31.07.2014, 16.10.2014, 25.10.2014, 31.01.2015. The Annual General Meeting for the financial year 2013-14 was held on 29th September, 2014.
Attendance of Directors at the Board Meetings and last Annual General Meeting The Composition of the Board of Directors and their attendance at the Board Meetings during the year and at last Annual General Meeting as also the number of other directorships and committee memberships are given below:
3. AUDIT COMMITTEE: Terms of Reference, Composition: The term of reference of this committee covers the matters specified for Audit Committee under Clause 49 of the Listing Agreement. The Chairman of Audit Committee is Smt. Smriti Ranka, Director of the Company. The terms ofreference of the Audit Committee include:
Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
Recommendation for appointment, remuneration and terms ofappointment ofauditors of the company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
Reviewing, with the management, the annual financial statements and auditorts report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act,
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting 'entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure ofany related party transactions
g. Qualifications in the draft audit report
Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
Review and monitor the auditor's independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the company with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the company, wherever it is necessary;
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 the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing the fmdings of any internal investigations by the internal auditors into matters where there is suspected fraud or 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;
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
To review the funct .ioning of the Whistle Blower mechanism;
Approval ofappointment ofCFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
4. NOMINATION AND REMUNERATION COMMITTEE:
The Listing Agreement with the Stock Exchanges provides that a Company may appoint a Committee for recommending managerial remuneration payable to the Directors. The Company has setup a nomination & remuneration committee for the said purpose. The
Nomination and Remuneration Committee comprises of Shri. Sbreyans Ranka, Shri. J.P. Khandelwal, Smt.Smriti Ranka was the Chairman of Nomination and Remuneration Committee. The main function of the Committee is to determine the remuneration payable to the Executive Directors. The remuneration committee has met once during the year.
A. Terms of Reference
a. Formulate criteria for determining qualifications, positive attributes and independence of directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel, and other personnel.
b. Identifying and assessing potential individuals with reference to their expertise, skills, qualifications, attributes and personal and professional standing for appointment 1 reappointment as DirectorslKey managerial Personnel in the Company.
c. Support the Board of Directors for formulating policies for evaluation of performance of directors.
d. Recommend compensation payable to the Executive Directors, Directors and Senior Managerial Personnel.
B. Appointment and Remuneration Policy
The Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors, Key Managerial Personnel and their remuneration. This Policy is accordingly derived from the said Charter. Criteria of selection ofNon Executive Directors.: The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of marketing, finance, taxation, law,govemance and general management. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard . to the independence nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively. The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013. The Committee shall consider the following attributes 1 criteria, whilst recommending to the Board the candidature for appointment as Director.
i. Qualification, expertise and experience of the Directors in their respective fields;
ii. Personal, Professional or business standing;
iii. Diversity of the Board. In case ofre-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level. Details ofRemuneration paid to Directors and Key Managerial Personnel of the Company is as follow: The remuneration of the Executive Directors is recommended by the remuneration committee based on factors such as industry benchmarks, the Company's performance etc. Shri. J.P. Khandelwal, Directors· of the Company is the only Director drawing remuneration in total of Rs. 3,38,333/-during the year.
Non-Executive Directors: The Company currently does not pay any compensation and sitting fees to Non Executive Directors.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders' Relationship Committee comprises of three Directors, Shri. Shreyans Ranka, Shri. J.P. Khandelwal, Smt.Srnriti Ranka was the Chairman of Stakeholders' Relationship Committee. Shri. J.P .Khandelwal is the Compliance Officer of the Company. There are no complaints that have remained un-redressed. The brief terms of reference of Stakeholders Relationship Committee are as under:
To oversee the share transfer process;
To monitor the redressal of stakeholders' grievances;
To consider and approve issue of share certificates on requests for duplicate certificates, consolidation of folios etc;
To do all such acts, deeds, matters and things as may be necessary or expedient for performing any of the above acts
LOCATION: All the above General Meetings were held at the Company's Registered Office at Office No. 805, 8th Floor, 'N Wing, Corporate Avenue, Sonawala Road, Goregaon (East), Mumbai400063.
BUSINESS: During the last year, there was no business, which had to be conducted through Postal Ballot.
A. There are related party transactions made by the Company with its promoters, Directors or Management, their subsidiaries or relatives that may have potential conflict with the interest of the Company at large. The Register of Contracts containing the transactions in which Directors are interested is regularly placed before the Board for its approval. The transactions with the related parties are disclosed in the notes to accounts in the Annual Report.
B. During the last three years, there were no strictures or penalties imposed either by Securities and Exchange Boarq of India. The Company's shares are now regularly traded on the BSE.
C. Code of Conduct: The Board of Directors of the Company has laid down two separate Codes of Conducts one for Directors and other for Senior Management and Employees.
All Board Members and Senior Management personnel have affirmed compliance with the
Code of Conduct for the year review. A declaration signed by Managing Director to this effect is annexed to this report.
D. CEO 1CFO Certification: As required under Clause 49 of the listing Agreement with the Stock Exchanges, the Managing Director and CFO of the Company have certified to the Board regarding their review on the Financial Statements, Cash Flow Statements and matters related to internal control etc. in the prescribed format for the year ended 31 st March, 2015. .
10. MEANS OF COMMUNICATION:
The Company's quarterly results or official news are displayed on the Company's website. There were no presentations made to the institutional investors or to the analysts.
The Management Discussion and Analysis Report forms a part ofthis Annual Report.
11. GENERAL SHAREHOLDER INFORMATION
11. GENERAL SHAREHOLDER INFORMATION:
a. AGM Day, Date, Time, Venue Wednesday, 30th September, 2015 at 11.00 a.m. at Office No. 805, 8th Floor, 'A' Wing, Corporate Avenue, Sonawala Road, Goregaon (East), Mumbai- 400063.
b. Financial Calendar: 01.04.2014 to 31.03.2015
c. Unaudited Financial Results
4th Quarter- 29.05.2015
d. Book Closure Period 22.09.2015 to 30.09.2015
e. Dividend Payment Date: NA
f. The shares are not traded since June, 1995. The last elose price in the month of June, 1995 was Rs. 17.00.
g. Listing on Stock Exchange at:
The Equity Shares of the Company are listed at the following Stock Exchanges:
The Bombay Stock Exchange, Mumbai, Pbiroze Jeejeebhoy Towers, Dalai Street, Mumbai -400001.
h. Stock/ Company/ Security/ Common Code:
The Bombay Stock Exchange, Mumbai BSE Code: 511060.
i. Registrar and Transfer Agents:
In Compliance with the SEBI Directive for all listed companies to have a common agency to handle physical and electronic share registry work, the Company has appointed M/s. System Support Services as the Registrar and Transfer Agent. Accordingly all documents, transfer deeds, Demat requests and other communications in relation thereto should be addressed to the R & T at its offices at 09, Shivai Industrial Estate,Near Parke Davis,89, Andheri - Kurla Road, Sakinaka, Mumbai - 400 072. Tel No. 28500835, Email id: firstname.lastname@example.org. Share Transfers are registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respect.
Dematerialization of Shares & Liquidity
75.16% of the Company's share capital is dematerialized as on 31st March, 2015. The Company's shares are not regularly traded on the BSE, The last trading was done in the month of June, 1995. Address for Correspondence: Registrar & Transfer Agents OR
M/s. System Support Services 209, Shivai Industrial Estate, Near Parke Davis,89, Andheri - Kurla Road,Sakinaka, Mumbai - 400 072 Tel No. 28500835,Email id: email@example.com
The Company At Office No. 805, 8th Floor, 'A' Wing, Corporate Avenue, Sonawala Road, Goregaon (East), Mumbai- 400063. Tel No.022-26856703 Email id: firstname.lastname@example.org
FOR AND ON BEHALF OF THE BOARD
(SMT. SMRITI RANKA)