REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY:
Your Company is committed to provide fair, transparent and equitable treatment to all its stakeholders. For us Corporate Governance is not only a set of rules that define the relationship between the stakeholders and the management of a company but it is the way the company operates. Corporate Governance is both the structure and the relationship which determine corporate direction and performance.
Clause 49 of the Listing Agreement entered between a company and the Stock Exchange is a benchmark for the compliance practices and rules required to be followed by all listed companies. Clause 49 is the baseline for good governance standards. At Splash, we not only adhere to the prescribed corporate governance standards and practices as given in Clause 49 but we constantly strive to adopt the emerging best practices.
Corporate Governance has always been an integral and indispensable practice at Splash in conducting its business for near above 30 years. We believe that corporate governance is a journey towards sustainable value creation and is always an upward moving target.
We follow high standards of corporate governance practices which inter-alia include:
• The Board of the Company comprises majority of Non executive Directors representing around 75% of the total composition of the Board.
• Out of the four directors on the Board, two are independent directors which represent around 50% of the total composition of the Board.
• Consistent monitoring and improvement of the human and physical resources.
• Introducing regular checks and audits and continuous improvement in already well define systems and procedures.
• Board/Committee meetings at regular intervals to keep the Board informed of the recent happenings.
2. BOARD OF DIRECTORS:
The Board of Directors of the Company comprises of a fair number of Independent professionally competent and acclaimed Non Executive Directors. The Board of Directors of the Company consists of Four Members. The Company has "One Executive" and three "Non-Executive Directors" as on March 31, 2015:
Ms. Alka Lath - Executive Director
Mr. Sunil Jain - Non-Executive Director & Independent
Mrs. Shuchi Bansal - Non-Executive Director & Independent
Mr. Manish Dadhich - Non-Executive Director & Non Independent
Note: Mr. Anil Agrawal has been appointed as an Additional Executive Promoter Director of the Company w.e.f 24th June 2015. Ms. Alka Lath has resigned w.e.f 24th June 2015 as the Whole Time Director of the Company.
A. Board Meetings & Procedures
The company has been following the practice of holding at least four board meetings every year. During the year, the Company held six board meetings. Out of these board meetings, four meetings; one in every quarter, included the agenda for review of the quarterly financial results of the Company. The maximum time-gap between any two consecutive meetings did not exceed 120 days.
The Board reviews, periodically, reports confirming compliance with the laws applicable to the Company and steps taken by the Company to rectify instances of non-compliance, if any.
The following information as enumerated in Annexure 1A to Clause 49 of the Listing Agreement is placed before the Board at its meetings.
• Quarterly results of operating divisions or business segments.
• Minutes of meetings of audit, nomination & remuneration and Shareholders / Investors Relations and Grievance Committees.
• Non compliance, if any of regulatory, statutory or listing requirements as well as investor services such as nonpayment of dividend and delays in share transfers.
During the year ended 31st March, 2015, Six Board Meetings and one Independent Directors Meeting were held on the following dates:
30th May 2014, 2nd July 2014, 5th August 2014, 14th August 2014, 14th November 2014 and 13th February 2015.
A meeting of the Independent Directors was held on 13th February 2015.
B. Attendance of Directors at Board Meetings, last Annual General Meeting (AGM) and number of directorships and chairmanships/memberships of committees of each Director as on 31st March, 2015 are given below:
The name and categories of the Directors on the Board, their attendance at Board Meetings during the years and at the last Annual General Meeting, as also the number of Directorships and committee Memberships / Chairmanships held by them in the Committes of Board namely Audit Committee, Nomination & Remuneration Committee and Shareholders / Investors Relations and Grievance Committee Company as on March 31st, 2015 are given below :
The Code of Conduct, which has been formulated for the Board Members and Senior Management Personnel of the Company, is posted on the website of the Company, viz. www.splashmediainfra.com
3. BOARD COMMITTEES:
The Board has constituted the following committees of Directors:
I) Audit Committee
II) Nomination & Remuneration Committee*
III) Shareholders and Relationship Committee**
* The name of Remuneration Committee was changed to Nomination & Remuneration Committee in the Meeting held on 13th February, 2015.
** The name of Share Transfer cum Grievance Committee was changed to Shareholders and Relationship Committee in the Meeting held on 13th February, 2015.
I. AUDIT COMMITTEE:
A. Composition, Meetings & Attendance:
The Audit Committee comprises of three Directors as mentioned in the below table.
The Committee has met four times i.e on 30th May, 2014, 14th August, 2014, 14th November, 2014 and 13th February, 2015.
B. Terms of reference:
(a) Review of the Company's financial reporting process and financial statements.
(b) Review of accounting and financial policies and practices.
(c) Review of Internal control systems.
(d) Discussion with Statutory Auditors on any significant findings and follow-up thereon.
(e) Reviewing the Company's financial and risk management policies.
(f) Related Party Transactions
(g) Internal audit reports and adequacy of internal audit function
C. Powers of Audit Committee:
The Audit Committee has the following powers:
i) To investigate any activity within its terms of reference;
ii) To seek information from any employee;
iii) To obtain outside legal or other professional advice;
iv) To secure attendance of outsiders with relevant expertise, if it considers necessary.
B. Terms of Reference:
The broad terms of reference of the committee are to appraise the performance of Executive Directors, determine and recommend to the Board compensation payable to Executive Director. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice.
C. Remuneration Policy:
Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Executive Director is recommended by the Nomination & Remuneration Committee. The remuneration is recommended by the Nomination & Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the company etc.,
III. SHAREHOLDERS AND RELATIONSHIP COMMITTEE:
A. Composition & Attendance:
The Board has delegated the powers to approve transfer of shares etc., to this Committee of three (3) Directors. The quorum for functioning of the committee is any two (2) directors present. The Committee has met four times during the year i.e on 30th May, 2014, 14th August, 2014, 14th November, 2014 and 13th February, 2015
B. Terms of Reference:
The Company has a Shareholders and Relationship Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.,
The committee deals with various matters relating to:
• Transfer / transmission of shares
• Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.
• Consolidation / splitting of folios
• Review of shares dematerialized and all other related matters.
• Investors' grievance and redressal mechanism and recommend measures to improve the level of investors' services.
C. Information on Investor Grievances for the period from 1st April, 2014 to 31st March 2015:
There are no outstanding complaints at the close of financial year which were received from shareholders during the year. The Company has no transfers pending at the close of the financial year.
The total no.of complaints received and complied during the year were:
Opening : Nil
Complaints Received : 1
Complied : 1
Pending : Nil
The complaints had been attended to within seven days from the date of receipt of the compliant, as communicated by the Registrar and Transfer Agent i.e Adroit Corporate Services Pvt. Ltd
The Outstanding complaints as on 31st March 2015 - Nil
D. Compliance Officer:
Mr. Anil Agrawal has been appointed as the compliance officer w.e.f 24th June 2015 for complying with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992 and the Listing Agreement with the BSE Ltd.
Ms. Alka Lath, Compliance Officer and Whole Time Director of the Company resigned w.e.f 24th June, 2015.
A. Disclosure on materially significant related party transactions i.e transactions of the Company of material nature with its Promoters, the directors or the managements their subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large:
Details are given elsewhere in this report
B. There is no reported case of non-compliance by the Company and/or levy of any penalties, imposition of strictures on the Company by the Stock Exchanges or SEBI or any other statutory or other authority on any matter related to capital markets during the year under report except as specified below:
1. SEBI had passed an adjudication order against the company vide order no. CFD/SML/AO/DRK-CS/eAD-3/500/44-14 dated 25th March 2014 by imposing a penalty of Rs. 15,00,000/- for Non Compliance of 6(2), 6(4), 7(3), 8(3) of SEBI (SAST) Regulations 1997.
Thereafter, the Company filed an appeal before the Securities Appellate Tribunal, Mumbai against the said order of Adjudication Officer (ao). SAT has directed the AO of SEBI vide no. bearing no.182 of 2014 dated July 2nd, 2014 to restore the matter for fresh decision on merits and in accordance with law after considering the submissions made by the Company. The Order is pending from SEBI.
2. SEBI had sent a show cause notice under rule 4 of SEBI (Procedure for holding inquiry and imposing penalties by Adjudicating officer) Rules, 1995 and under rule 4 of Securities Contracts Regulations (Procedure for holding inquiry and imposing penalties by Adjudicating officer) Rules, 2005 in the matter Rights Issue of the Company bearing no. EAD-
5/ADJ/ASK/AA/OW/22605/2014 dated 31st July 2014 to the company.
The Company has submitted its reply to SEBI on 8th October 2014. Accordingly, adjudicating officer has passed order no. ASK/AO/115/2014-15 Dated December 30, 2014 and imposed a penalty of Rs 5,00,000/- (Rupees Five lacs only) on the Company which has been paid vide Demand draft bearing no. 755993 dated January 7, 2015.
The Adjudicating officer also passed order no. ASK/AO/116-18/2014-15 dated 30th December 2014 exonerating all the three (3) directors against the alleged violation of ICDR Regulations, 2009.
C. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at <http://www.splashmediainfra.com/whistle> blower policy.php.
7. GENERAL SHAREHOLDER INFORMATION:
(i) Annual General Meeting
Day, Date and Time: Saturday, 19th September, 2015 at 03.00 p.m.
Venue: Hotel Land Mark, Link Road, Malad (W), Mumbai - 400064
(ii) Financial Calendar 2015-16 (Tentative)
Results for the quarter ending 30th June 2015 : 2nd week of August 2015
Results for the quarter ending 30th Sep, 2015 : 2nd week of Nov 2015
Results for the quarter ending 31st Dec 2015 : 2nd week of Feb 2016
Results for the year ending 31st March 2016 : Last week of May 2016
(iii) Book Closure Date : 15th September 2015 to 19th September 2015 (Both the days inclusive)
(iv) Registered Office : A-301, Hetal Arch, Opposite Natraj Market, S.V. Road, Malad West, Mumbai 400064
(v) Equity shares listed on Stock Exchange : BSE Limited.
Note: The Annual listing fees as prescribed have been already paid to the BSE Limited for the year 2015-16.
(vi) Stock Code
Trading Symbol at : BSE Limited (Physical Segment) 512048
Demat ISIN Number in NSDL & CDSL : Equity Shares INE195E01020
(ix) Registrars and Transfer Agents: Adroit Corporate Services Pvt. Ltd.
(Share transfer and communication 19/20, Jafer Bhoy Industrial Estate, regarding share certificates, 1st floor, Makwana Road, dividends and change of address) Marol Naka, Andheri (E), Mumbai - 400059
(x) SHARE TRANSFER SYSTEM
Presently, the share transfers in physical form are processed and the share certificates returned within a period of 15 days from the date of receipt, subject to the documents being clear in all respects. The Company has, as per SEBI guidelines with effect from 11th February, 2004 discontinued the facility of transfer cum demat, so company dispatches the share certificates to transferee. In case the transferee wishes to dematerialize the share he can approach a Depository Participant (DP) with the share certificate. The D.P. will based on Demat Request Form (DRF) & Certificate generate a Demat request, which they will send to Company's Registrar along with DRF & share certificate on receipt of the same Company's Registrar will dematerialize the shares within 21 days of Demat request Received.
(xii) DEMATERIALISATION OF SHARES:
Approximately 94.02% of the Equity Shares have been dematerialized up to 31st March, 2015.
Trading in Equity shares of the Company is permitted only in dematerialized form w.e.f. 26th June 2000 as per notification issued by the Securities and Exchange Board of India (SEBI
Relevant data of the average daily working days turnover for the Financial Year 2014-2015 is given below: BSE Limited
Shares (in lakhs) : 1.45
Amount (in Rs. lakhs) : 1.70
(xv) GDRs/ADRs/Warrants etc.,
The Company did not issue any GDRs/ADRs/Warrants or any convertible instruments.
INVESTOR CORRESPONDENCE FOR TRANSFER / DEMATERILISATION OF SHARES AND ANY OTHER QUERY RELATING TO THE SHARES OF THE COMPANY:
For shares held in Physical form: For Shares held in Demat Form:
Adroit Corporate Services Pvt. Ltd. To the Depository Participant.
19, Jafer Bhay Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai - 400059 Any query on Annual Report: SPLASH MEDIA & INFRA LTD. A-301, Hetal Arch, Opposite Natraj Market, S.V.Road, Malad West Malad West, Mumbai 400064 Other mandatory requirements are not applicable to the company.