CORPORATE GOVERNANCE REPORT
1. PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a set of systems which ensure that the affairs of the Company are being managed to maximize stakeholders' value. The Company has inherited legacy of social responsibility to all stakeholders of the Company. Further, it is committed to implement sound corporate governance practices to ensure transparency in its operations and maximize stakeholders' value.
Through the Governance mechanism in the Company, the Board along with its Committees undertakes its fiduciary responsibilities to all its stakeholders by ensuring transparency and independence in its decision making. The Company has complied with the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges. The disclosure requirements of Clause 49 of the Listing Agreement are given in this report.
2. THE BOARD OF DIRECTORS
The Board of Directors has a combination of Executive and Independent Directors. Independent Directors help to maintain the independence of the Board and separate the Board functions of governance and management. The Board consists of four Directors consisting of 1 Executive Directors, 3 Independent Directors . The Chairman of the Board is an Executive Director. No member of the Board is member of more than ten Committees or Chairman of more than five Committees. Further, no Director is related to each other.
During the year under review 6 (Six) Board meetings were held on 10th May 2013, 27th May 2013, 2nd Aug 2013, 24th Oct 2013, 21st Dec 2013 and 5th Feb 2013 to transact various business items. The gap between any two Board Meetings does not exceed four months.
Code of Conduct
The Company has adopted a Code of Conduct for the Board and Senior Management pursuant to Clause 49 of the Listing Agreement. The Company has obtained declaration from Directors and Senior Management Personnel(s) affirming their compliance to the Code of Conduct for the current year. The Chairman has affirmed to the Board of Directors that this Code of Conduct has been complied by the Board Members and Senior Management Personnel(s) and a declaration to that effect forms part of this report.
3. THE COMMITTEES OF THE BOARD
The Board has constituted following committees.
• Audit Committee
• Shareholders'/ Investors' Grievance Committee
• Merger committee (Non-Mandatory committee)
A. Audit Committee
The Audit Committee comprises of three Independent Directors . The Chairman of the Committee is an Independent Director. There were 3 (three) meetings of the Committee held during the year
The terms of reference of the Audit Committee include ensuring compliance with statutory and regulatory provisions, discussions on quarterly, half yearly and annual financial results, interaction with senior management, statutory and internal auditors, recommendation for re-appointment of auditors etc as per clause 49 of the listing agreement.
B. Shareholders'/ Investors' Grievance, Share Allotment and Share Transfer Committee
The Shareholders'/Investors' Grievance Committee consists of three Directors. It includes all 3 Independent Directors. The main function of the Committee is to look into the redressal of shareholders grievances and oversee activities relating physical share transfer & issue of share certificates. Following are the details of composition of the Shareholders'/Investors' Grievance Committee.
During the Financial Year 2013-14, no complaints were received from the Shareholders .
B. Merger Committee
The Board constituted Merger Committee on 24th September 2012, to give effect to various activities required for Amalgamation of the Company with M/s Leadsoft Softech Pvt ltd. It consists of 4 Directors, which includes all 3 Independent Directors and Mr. Rahul Shah (Executive director). The main function of the Committee is to perform all the routine administrative & Legal activities of the Merger as delegated to it by the Board. The Merger Committee shall be deemed to be automatically dissolved once shares consequent to merger has been listed on the stock exchange.
i. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large. Statement as per accounting standard (AS-18) for related party transactions has been provided in the notes to accounts.
ii. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities, on any matter related to capital markets during last 3 years.
iii. The Company has adopted the code for prevention of insider trading in line with the SEBI (Prohibition of Insider Trading ) regulations,1992
iv. The company has complied with the mandatory requirements prescribed in annexure IC to the Clause 49 of the Listing Agreement.
v. The Company has not adopted any Whistle Blower Policy. However employees can raise their concern regarding any instance of fraud or unethical behaviour to the attention of their immediate reporting authority & Audit committee.
vi. Certificate from the statutory Auditors regarding compliance of conditions of corporate governance as stipulated in the Clause 49 have been obtained and the same is included in this Annual Report.
6. MEANS OF COMMUNICATION
The quarterly, half-yearly and yearly results of the Company are published in the newspapers which includes Business Standard & Prabhat. The results of the Company are also posted on the website of the Company, www.n2ntechno.com .
7. GENERAL SHAREHOLDER INFORMATION
A. Annual General Meeting (Date, Time & Venue)
Date: 25th September, 2014 Thursday
Time :00 P.M.
Venue :At 101,P-1,Pentagon, Magarpatta city, 3Hadapsar, Pune- 411013 Maharashtra, India
B. Financial Year "
01st April, 2013 to 31st March 2014
C. Date of Book Closure :
From 20th September, 2014 to 25th September, 2014 (Both days inclusive)
D. Listing on Stock Exchanges :
The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) with the scrip code : 512279. The ISIN of the Company is INE043F01011. Till date the Company has not paid the Annual Listing Fees for FY 2014-15 to the Stock Exchange.
G. Demateralisation of shares :
Out of the total 44,08,066 issued shares 30,49,646 (69.18%) shares has been dematerialised & Listed, whereas balance 13,58,420 (30.82%) shares are still in process of Listing & Dematerialisation.
H. Investor Correspondence :
A Stakeholders can forward complaints or queries to the following address for timely redressal of their queries:
Compliance Officer :Compliance Officer
Corporate Office No. 101,P-1, Pentagon, Magarpatta City, Hadapsar, Pune 411013.
N2N Technologies Limited Tel No. +91-020-30525201,
Fax No. +91-020-30547400 Email: investors@n2ntech no.com <http://no.com>
Registrar & Share Transfer Agent
Universal Capital Securities Private Limited
Shakil N was, Opp.Satya Sai temple Mahakali Caves Road, Andheri (e), Mumbai - 4 00093.
Tel:+91 (22) 2820 7203-05 / 2825 7641, Email: info@u nisec.in
In terms of Clause 47 of the Listing Agreement, the designated email address for investor complaints is investors® n2ntechno.com .
8. Green Initiative :
Company has already taken keen initiative to send notices, annual reports etc. to the shareholders at their email address as registered with Depositary Participants (DPs)/ Registrar & Transfer Agent. This is in pursuance of circular issued by Ministry of Corporate Affairs which allows to companies to send notices to shareholders through electronic mode. Shareholders are requested to register/update their e-mail address with their concerns DPs.
9. CEO Certificate :
I, Rahul Shah, executive Promoter & Director of the Company, do hereby declare that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Board of Directors and Senior Management of N2N Technologies Limited for the financial year 2013-14.
For & on behalf of the Board of Directors of N2N TECHNOLOGIES LIMITED