CORPORATE GOVERNANCE REPORT
1) The Company has extended its Financial Year from 1st September, 2015 to 31st March, 2016 (i.e. by 7 Months) to align with the provisions of Section 2(41) of the Companies Act, 2013. The information set out in the report, therefore, is of 19 months i.e. 1st September, 2014 to 31stMarch, 2016.
2) Company has applied for extension of 31st Annual General Meeting due to extension of financial year to end on 31st March to align with the requirement of Companies Act,2013. Approval is awaited.
Corporate Governance is about ensuring transparency, disclosure and reporting that conforms fully to the existing laws of the country and to promote ethical conduct of business throughout organization. It brings intimate relationship between all stakeholders, the society and the management of the company for fetching value and overall growth and trust amongst all the stakeholders. The philosophy of the Company in relation to corporate governance is to ensure transparency in all its operations, make disclosures and enhance shareholder value without compromising on compliance of with the laws and regulations.
During the year under review, the SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations) on 2nd September, 2015 which was to be implemented within a period of Ninety Days of the Notification i.e. by 1st December, 2015. The Company was regulated by erstwhile Listing Agreement up to 30th November, 2015. The Company was therefore governed as per Corporate Governance regulations as laid down under Clause 49 of erstwhile Listing Agreement up to 30th November,2015.
The new Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C,D and E of Schedule V in respect of listed entities having paid-up Equity share Capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year.
Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, not required mandatorily to comply with the said regulations.
The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of Schedule V to the Listing Regulations.
However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable.
The Corporate Governance report of the Company for the Financial Year 2014-16 under review on the compliance of various Corporate Governance principles as laid down under erstwhile listing agreement applicable up to 30th November, 2015, Companies Act, 2013 read with rules thereto and the new Listing Regulations to the extent applicable are laid down hereunder:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The company is committed to good corporate governance. The company also realizes the rights of shareholders and all stakeholders for correct information and performance of the company, committed thereby to create great confidence and trust towards all stakeholders.
The company is also committed to increase the standards of corporate governance as per the requirements of changing economic synergies and global and economic environment. Corporate Governance makes a significant contribution to the business prosperity and accountability. The Company's philosophy on Corporate Governance lays strong emphasis on transparency, accountability and ability, in all facets of its business and in all its interactions with the stakeholders.
During the year under review, the company has fully complied with the requirements of all the compliances necessary to enhance good corporate governance and will continue its efforts towards raising its standards in corporate governance and will also review its systems and procedures constantly in order to keep pace with the changing economic and political environments.
2. BOARD OF DIRECTORS:
a) Composition of the Board:
The Board of Directors of the Company as on 31st March, 2016 comprises of Four Directors. One Executive Director who is Managing Director and Chairperson. There are three Non-Executive Directors out of which two are Independent Directors.
All the Independent Directors have confirmed that they meet the criteria as laid under provisions of Section 149(6) of the Companies Act, 2013 and any other laws, regulations for the time being in force.
• Mitesh Sheth was appointed as an Additional Director categorized as Non- Executive Independent Director in the Board meeting held on 3rd December, 2015. He is proposed to be confirmed and regularized as a Non-Executive Independent Director for five years term in an ensuing annual general meeting.
b) Board Procedure:
The Board of Directors meets at least once a quarter to review the performance and financial results. A detailed agenda file is sent to all the directors well in time of the Board Meeting. The Chairman/Managing Director briefs the Directors at every Board Meeting, overall performance of the company. All major decisions/approvals are taken at the Meeting of the Board of Directors such as policy formation, business plans, budgets, investment opportunities, Statutory Compliance etc. During the financial year commenced from 1st September, 2014 to 31st March, 2016 the Board of Directors met Twelve times on:
3. COMMITTEES OF THE BOARD:
The Board Committees play a vital role in ensuring sound Corporate Governance practices. The Committees are constituted to handle specific activities and ensure speedy resolution of diverse matters. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The minutes of the meetings of all the Committees are placed before the Board for review.
A. AUDIT COMMITTEE:
i. Constitution & Composition of Audit Committee:
The Audit committee has been constituted in accordance with Section 177 of the Companies Act 2013 and subsequently will be reconstituted from time to time to comply with statutory requirement and any other applicable laws for the time being in force.
The Committee discharges such duties and functions indicated in a manner laid down under Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.
During the year under review Audit Committee Meetings met Eight times on the dates as follows: 1. 30-09-2014 3. 31-12-2014 5. 28-05-2015 7. 30-09-2015 2. 11-12-2014 4. 31-03-2015 6. 30-06-2015 8. 31-12-2015
ii. Broad Terms of Reference:
The Audit Committee of the Company acts in accordance with the terms of reference as laid down under Section 177 (4) of the Companies Act, 2013 as detailed hereunder:
(i) the recommendation for appointaient, remuneration and terms of appointaient of auditors of the company;
(ii) review and monitor the auditor's independence and performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors' report thereon;
(iv) approval or any subsequent modification of transactions of the company with related parties;
(v) scrutiny of inter-corporate loans and investments;
(vi) valuation of undertakings or assets of the company, wherever it is necessary;
(vii) evaluation of internal financial controls and risk management systems;
(viii) Monitoring the end use of funds raised through public offers and related matters.
B. NOMINATION AND REMUNERATION COMMITTEE:
i) Constitution & Composition of Nomination & Remuneration Committee:
The Nomination and Remuneration Committee has been constituted in accordance with Section 178 of the Companies Act, 2013 and subsequently will be reconstituted from time to time to comply with statutory requirement and any other applicable laws for the time being in force.
During the year under review, Nomination & Remuneration Committee Met on 11-12-2014 , 03-122015 & 15-03-2016
The composition of the Nomination & Remuneration Committee and details of meetings attended by the members are given below
*The Nomination and Remuneration committee was reconstituted on 3rd December, 2015 appointing Mr. Mitesh T. Sheth an Independent Director as a member in place of Late Smt. Indira V. Mehta and Mrs. Bhavna D. Mehta, non-executive director, in place of Mr. Darshan V. Mehta. Smt. Indira V. Mehta attended one Committee meeting which was held during her tenure and Mr. Mitesh T. Sheth and Mrs. Bhavna D. Mehta as a member of Committee attended one Committee meeting which was held during their tenure
ii. Brief Terms of reference:
The brief terms of reference of Nomination & Remuneration Committee are as under:
1. 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.
2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of directors.
3. Devising a policy on diversity of board of directors.
4. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
iii. Nomination and remuneration policy :
The Nomination and Remuneration Committee had recommended the Nomination & Remuneration Policy of the Company to the Board of Directors which was adopted at the Board meeting held on 11th December, 2014.
The said policy may be referred to, at the Company's official website at www.mehtafinance.com
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders' Relationship committee has been constituted in accordance with Section 178(5) of the Companies Act, 2013 and subsequently will be reconstituted from time to time to comply with statutory requirement and any other applicable laws for the time being in force.
The work relating to share transfer is given to the RTA "PURVA SHAREGISTRY (INDIA) PVT. LTD." for approval of transfer, transmission, sub-division, consolidation and other related matters.
During the year under review Stakeholders Relationship Committee Met Six times on the dates as follows:
1. 30-09-2014 3. 31-03-2015 5. 30-09-2015
2. 31-12-2014 4. 30-06-2015 6. 31-12-2015
*The Stakeholders' Relationship committee was reconstituted on 3rd December, 2015 appointing Mr. Mitesh T. Sheth an Independent Director as a member in place of Late Smt. Indira V. Mehta. Mehta. Smt. Indira V. Mehta attended all the five Committee meetings which were held during her tenure and Mr. Mitesh T. Sheth attended one meeting held during his tenure.
Mr. Rasik R. Purohit is the Compliance Officer in terms of Listing Agreement executed by the Company with the stock exchange and in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2002.
i. Brief terms of reference:
The brief terms of reference of Stakeholders' Relationship Committee are as under:
The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.
6. MEANS OF COMMUNICATIONS:
a) In compliance with the requirements of the erstwhile Listing Agreement and new SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable from 1st December, 2015 the company regularly intimates unaudited/audited financial results to the stock exchange immediately after the Board of Directors takes them on record.
b) The Company's website www.mehtafinance.com contains a separate dedicated section for Investors where shareholders information is available. The annual report of the Company is also available on the website of the Company in a downloadable form.
c) During the year ended on 31st March, 2016 no presentations were made to Institutional Investors or analyst or any other enterprise.
7. GENERAL SHAREHOLDER INFORMATION:
a) Date, time and venue of the 31st Annual General Meeting:
Saturday, 20th August,2016 at 9:30 A.m. at 003, Law Garden Apt., Scheme-I, Opp. Law Garden, Ellisbridge, Ahmedabad-3800006.
b) Registered Office:
003, Law Garden Apt., Scheme-I, Opp. Law Garden, Ellisbridge, Ahmedabad-3800006.
c) Financial Year:
New Financial year will commence on 1st April, 2016 and end on 31st March, 2017 and Unaudited/Audited (Standalone) Financial Results will be declared as per the following schedule.
Quarter ending on 30th June, 2016 : On or before 14th August, 2016
Quarter ending on 30th September, 2016 : On or before 14th November, 2016
Quarter ending on 31st December, 2016 : On or before 14th February, 2017
Annual Result of 2016-17 : Within 60 days from 31st March, 2017
d) Book closure date:
The Register of Members and Share Transfer Books of the Company will be closed on 20th August, 2016 for the purpose of 31st Annual General Meeting.
e) Listing on Stock Exchanges:
The Company's shares are listed on the following stock exchange:
Name of Stock Exchange Address Code
Bombay Stock Exchange Limited Floor 25, P. J. Towers, Dalal Street, Mumbai-400 001
Code : 511377
Annual listing fees for the year 2016-17 have been paid by the Company to BSE
h) Registrar & Transfer Agents:
Name & Address :
M/s. Purva Sharegistry (India) Pvt. Ltd. 9 Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel, Mumbai- 400011. (022)23016761, 23010771 (022)23012517 firstname.lastname@example.org Tel. Fax E-mail
i) Share Transfer System and Reconciliation of Share Capital Audit:
All the transfers are processed by the Registrar and Share Transfer Agents and are approved by the Stakeholders' Relationship Committee.
Pursuant to Clause 47(c) of erstwhile listing agreement and Regulation 40 (9) of the new Listing Regulations, 2015, the Company obtains a Certificate from a Practicing Company Secretary on half yearly basis regarding due compliance of share transfer formalities by Share Transfer Registrar of the Company. Pursuant to Regulation 55A of SEBI (Depositories and Participants) Regulations, 1996, a certificate has also been obtained from a Practicing Chartered Accountant for timely dematerialization of the shares of the Company and for conducting Secretarial Audit on a quarterly basis for reconciliation of the share capital of the Company. The Company files copy of these certificates with the stock exchange as required.
Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversation date and likely impact on equity. However, the company has not issued any GDRs /ADRs.
k) Dematerialization of Shares and Liquidity:
The equity shares of the Company are available under dematerialised form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL). The Company's equity shares are compulsorily traded in the dematerialised form.
As on 31st March, 2016, a total of 3603200 shares of the Company, which form 72.064% of the share capital of the Company stand, dematerialized.
l) Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, conversion date and likely impact on equity:
As on date, the Company has not issued GDRs, ADRs or any other Convertible Instruments and as such, there is no impact on the equity share capital of the Company.
m) Address for Correspondence:
Mehta Integrated Finance Limited 003, Law Garden Apartment, Scheme-1, Opp. Law Garden, Ellisbridge, Ahmedabad - 380006. Gujarat. India.
n) OTHER DISCLOSURES:
a) There were no materially significant Related Party Transactions and pecuniary transactions that may have potential conflict with the interest of the Company at large.
b) In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards.
c) There has been no instance of non-compliance by the Company on any matter related to capital markets during the last three years and no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority.
d) Vigil Mechanism:
The said policy is uploaded on the website of the Company at www.mehtafinance.com
e) During the year, the Company has fully complied with the mandatory requirements as stipulated in Listing Regulations excluding exempted regulations. The Company has not adopted any non-mandatory requirements as laid down in Schedule-II Part-E of Listing Regulations.
For and on behalf of the Board
Mr. Darshan V. Mehta
Mrs. Bhavna D. Mehta
Date: 30th May, 2016