CORPORATE GOVERNANCE REPORT
1. The Company's Philosophy on Code of Corporate Governance
Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. Good governance practices stem from the culture and mindset of the organization. The Company believes that good Corporate Governance practices should be enshrined in all activities of the Company. This would ensure efficient conduct of the affairs of the Company and help the Company achieve its goal of maximizing value for all its stakeholders. The Company has a strong legacy of fair, transparent and ethical governance.
The Company recognizes that good Corporate Governance is a continuing exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all the stakeholders.
2. Board of Directors
The Board of Directors as on the date consist of Six Directors out of whom 3 (Three) are Independent Directors. The Chairman of the Company is Executive Director. The composition of Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges.
1. The Board evaluated each of Independent Directors participation in the Board and their vast experience, expertise and contribution to the Board and Company. Each and every related party transaction are very well scrutinized and checks were made so that the Company is a beneficiary.
2. During the period the Company received notices/declarations from the Independent Directors as per Schedule IV and section 149 (6) of the Companies Act, 2013.
3. The Company recommended for the consideration of the members about the appointment of all the independent directors for a period of 5years effective from 13th November, 2014. Details of Directors are separately mentioned in the Explanatory Statement to the Notice.
4. Mrs. Sudarshana Mitra is the women directors to the Board.
5. The Board has also to set up a committee to meet with the women's grievances in line with "Vishakha Guidelines"
6. The Chairman also to set up a Whistleblower mechanism in line with the policy of the company and as per SEBI notification CIR/CFD/POLICY CELL/2/2014 read with section 177 of Companies Act, 2013.
4. Committees of the Board
(a) Audit Committee
The Audit Committee oversees the Company's financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of their remuneration, to review and discuss with the Auditors, adequacy of the internal audit system, major accounting policies, practices and entries, compliance with accounting standards and Listing Agreements and other legal requirements concerning financial statements and related party transactions, if any, and to review the financial statements before they are submitted to the Board of Directors.
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of the Audit Committee
1. 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;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's 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, 2013;
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 of any related party transactions; and
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings 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;
16. 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;
17. 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;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (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;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
(b) Remuneration Committee
The Company has formed a remuneration committee. The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodic basis. The remuneration policy is in consonance with the existing industry practices and the requirements of law. The Company does not have any stock option plan or performance linked incentives for its directors. The Company has not paid any remuneration to any of its directors
ROLE OF THE COMMITTEE:
The role of Nomination and Remuneration Committee is as follows:
1) Determining/recommending the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
2) Determining/recommending the criteria for qualifications, positive attributes and independence of Directors;
3) Identifying candidates who are qualified to become Directors and who may be appointed in Senior Management and recommending to the Board their appointment and removal;
4) Reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc.;
5) Reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;
6) Determining policy on service contracts, notice period, severance fees for Directors and Senior Management;
7) Evaluating performance of each Director and performance of the Board as a whole
C. RISK MANAGEMENT COMMITTEE
Brief description and terms of reference
The Company has a well-defined risk management framework in place. Further, your Company has established procedures to periodically place before the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks. The risk management measures and controls are presented to the Members of the Audit Committee and the Board of the Company.
d. Share Transfers and Shareholders/Investors Grievance Committee.
Terms of reference
The Committee into issues relating to share, including transfer/transmission of shares, issue of duplicate share certificates, non-receipt of dividend, annual reports etc. The Committee meets to review status of investor grievances, rectify transfers, approve transmission of shares and issue duplicate share certificates from time to time. Besides, officers of the Company have been authorized to approve issue of share certificates, approve transfer/ transmission of shares, consolidation, sub-division, and split of share certificates.
Shares Transfer Committee
Brief description and Terms of Reference
The Board has delegated the powers to a committee to approve transfer/transmission of shares and attend to all other matters related thereto
The Board has designated Shri Pradeep Gupta Company Secrtary and the Compliance officer of the Company, as the Compliance Officer w.e.f 06th April,2015. Ms. Sayani Datta was the Company Secretary and the Compliance officer of the Company from2nd February,2015 to 03rd April,2015.
MANAGEMENT REVIEW AND RESPONSIBILITY FORMAL EVALUATION OF OFFICERS
The Remuneration Committee of the Board approves the compensation and benefits for all executive Board members. Another committee, headed by the Executive Directors, reviews, evaluates and decides the annual compensation of our officers from the level of executive upwards.
1) RELATED PARTY DISCLOSURES:
Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, Directors, their relatives etc. that may have potential conflict with the interest of the Company at large: None of the transaction with any of the related parties was in conflict with the interested of the Company.
2) ACCOUTING TREATMENT:
The account treatments are in accordance with the applicable accounting standard. The company has not altered or adapted any new standard.
3) COMPLIANCE BY THE COMPANY:
Details of non-compliance by the Company, penalties, and stricture imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years:
4) The Company has complied with the requirement of regulatory authorities on matters related to capital market and no penalties/ stricture have been imposed against the Company during the last three years.
5) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
Pursuant to the requirements of SEBI (Prohibition of Insider Trading) regulations, 1992 as amended, the Company has adopted a "Code of Conduct for Prevention of Insider Trading. Mr. Pradeep Gupta is the Compliance Officer for this purpose.
(b) Postal Ballot
During the year ended 31st March, 2015, no resolution was passed by the Company's shareholders requiring voting by postal ballot. At the ensuing Annual General Meeting also, there is no resolution proposed to be passed through postal ballot.
(c) Meaning of Communication
i. Quarterly results are published in leading newspapers like Financial Express and Kalantar / Arthik lipi
ii. Management Discussion and Analysis Report forms part of the Director's Report.
7. General Shareholder Information
(a) Date, Time and Venue of Annual General Meeting:
The Annual General Meeting of the Company will be held on 30th September,2015 at 04.00 P.M at 7/2 K.B Sarani,Jessore Road, Near ILS Hospital, Opp Bhutan Consulate, Kolkata - 700080
(b) Financial Calendar (tentative and subject to change)
The Company expects to announce the unaudited quarterly results for the year 2013-2014, as per the
Financial Reporting for the quarter ending June 30, 2014 : August 13, 2015.
Financial Reporting for the quarter ending September 30, 2014 :November 14 , 2015
Financia l Reporting for the quarter ending December 31, 2014 : February 14, 2016.
Financial Reporting for the quarter ending March 31, 2015 : May 14, 2016
(C) Date of Book Closure
Register of Members and Share Transfer Books of the Company will remain closed from 23rd September, 2015 to 30th September, 2015 (both the days inclusive) for the purpose of forthcoming Annual General Meeting.
(d) Dividend Payment Date
The Board of Directors has not recommended any dividend for the financial year 2014-2015.
(e) Listing on Stock Exchanges
(i) Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, Dalal Street, 25th Floor, Mumbai - 400 001
(ii) Calcutta Stock Exchange Association Limited
7, Lyons Range, Kolkata - 700 001.
(f) Stock Code
The Bombay Stock Exchange Limited : 505343
The Calcutta Stock Exchange Association Limited : 23557
International Securities Identification Number (ISIN) : INE811D01024
(h) Registrar and Transfer Agents for shares held in Physical as well as Depository mode:
Niche Technologies Pvt Ltd D- 511, Bagree Market, 71 B R B Basu Road, Kolkata - 700001. Ph -91-33-22357270/22357271 Fax - 91-33-22156823 email@example.com
(i) Share Transfer System
The Board has delegated the power of share transfer to Shareholders/Investors' Grievance Committee. The Committee holds meeting at regular intervals to consider all matters concerning transfer and transmission of Shares.
(m) Outstanding GDRs/ADRs/Warrants or any other Convertible Instrument
Company has not issued any GDRs/ ADRs/ Warrants or any other convertible instruments or any issue (public issue, right issue, preferential issue etc.) which likely to have impact on Equity Share Capital of the Company.
(l) Address for Correspondence
The shareholders may address their communications/ suggestions/ grievances/ queries to:
MONOTYPE INDIA LIMITED
Shantiniketan Building, 3rd Floor, Room No 314, 8 Camac Street Kolkata-700017 Email: firstname.lastname@example.org