CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED ON 31ST MARCH 2015
1. Company's Philosophy on Corporate Governance
Corporate Governance is about promoting corporate fairness, transparency, accountability and integrity of the management, The Company believes in and practices good Corporate Governance The Company's philosophy is aimed at assisting the top management of the Company in the efficient conduct of the business and in meeting its obligation to all its stakeholders.
2. Board of Directors
The Board of Directors comprises of two executive Directors and other two Independent Directors. During the year ended 31" March 2015, EIGHT board meetings were held as on 30.05.2014 , 30.07.2014, 30.10.2014, 10.09.2014,15.12.2014,31.01.2014,12.03.2015,31.03.2015
Attendance of each Directors at the Board Meetings & Annual General Meeting for FY 2014-2015 are as under. Also mentioned below are the number of Companies / Committees where he is a Director / Member (As on signing date):
3. Financial Reporting and Related Processes
• Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.
• Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.
• Review the Management Discussion & Analysis of financial and operational performance.
• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).
• Review the investments made by the Company
4. Code of Conduct
The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Company believes in "Zero Tolerance" to bribery and corruption in any form and the Board has laid down the "Anti-Bribery & Corruption Directive" which forms an Appendix to the Code
• In accordance with the provisions of the Act and the Articles Of Association of the Company, Shri JAYPRAKASH R. SHETH .Retire By Rotation at the Ensuring Annual General Meeting and being Eligible have offered themselves for Re-Appointment
• Smt Kavita J Sheth, Who was appointed as an Additional Director is also eligible for Re-Appointment.
• None of the Directors of the Company are disqualified for being appointed as Directors as per the Companies Act, 2013.
To appoint, M/s NTRAV DOSHJ & CO, Chartered Accountants, as Statutory Auditors of the company to fill casual vacancy caused due to regisnation of M/s HARDIK PARASIA & ASSOCIATES, Chartered Accountants, and hold office until the conclusion of next Annual General Meeting of the company.
7. Audit Committee
Currently the Audit Committee comprises of Mr. Jayprakash R. Sheth, Mr. Kalpesh Doshi & Mr. Rajiv Kamdar. The terms of reference are wide enough covering the matters specified for Audit Committee under the Listing Agreement. Four meetings of the Committee were held on 30.07.2014, 30.10.2014, 31.01.2015 & 31.03.2015. All Directors was present in all the above Audit Committee meetings
8. Corporate Social Responsibility (CSR1 Committee
The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:
• To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
• To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress
10. Risk Management Committee —
Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
The objectives and scope of the Risk Management Committee broadly comprises:
• Oversight of risk management performed by the executive management;
• Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;
• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a predefined cycle;
• Defining framework for identification, assessment monitonng, mitigation and reporting of risks.
11. Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".
The terms of reference of the Committee are:
• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;
• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;
• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;
• to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;
• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;
• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;
• monitoring expeditious redressai of investors / stakeholders grievances,
• all other matters incidental or related to shares, debenture
12. Investors' / Shareholders' Grievance Committee
Presently the members of the Committee are Mr. Jignesh R. Sheth - Chairman & Director along with Mr. Kalpesh Doshi and Mr. Rajiv Kamdar, who are the independent directors of the companies.
The Committee oversees the performance of share transfer and recommends measures to improve the shareholders/investors service. The committee meets from time to time and approves the transfer and transmission of shares, deletion of names, issue of duplicate share certificates etc (if any). The Committee facilitates prompt and effective redressai of investor's complaints through telephone or E-mails. All the necessary information is hosted on the company's website for investor's convenience.
13. CEO & MP / CFO Certification
The CEO & MD and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.
14. Vigil Mechanism/Whistle Blower Policy
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk Management Policy (FRM) to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
15. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Head Compliance is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
17. Remuneration of Directors
The Remuneration of Directors is determined by the Board of Directors. An amount of Rs.9,60,000/- was paid to Mr. Jignesh R. Sheth as directors remuneration for his valuable service to the company for the F.Y-20I4-I5.
18. General Shareholder Information
AGM Date, Time and Venue
Saturday, 08* August 2015 at 03.00 p.m. at - 101,B Wing,Bhaveshwar Plaza,L B S Marg,Ghatkopar (West) Mumbai - 400086
The website Financial Calendar
Financial Year April to March 2014-2015
Dates of Book Closure : 06* August 2015 to0811,August2015(Both days inclusive)
First Quarter Results By 30* July, 2014
Second Quarter Results By 30* October, 2014
Third Quarter Results By 31* January, 2015
Fourth Quarter Results By 30* May, 2015
Audited Results for the year ending 31st March 2015 On or before 30* September, 2015
Listing on Stock Exchanges BOMBAY STOCK EXCHANGE
Stock Code : 505594
• Demat ISIN No for NSDL & CDSL INE886E01016
• Registrars & Transfer Agent Bigshare Services Pvt. Ltd. E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka. Andheri(E), Mumbai - 400 072
• Market Price Data: There was no trading of shares during the year.
19 . Dematerialization of Shares
As on 31.03.2015,16,60,550 (8833%) shares of the Company's Share Capital had been dematerialized.
20. Outstanding GDRs/ADRs/Warrrants or any convertible instruments:
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.
Mr JIGNESH R. SHETH