Corporate Governance Report
(1) COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company is committed to the adoption and adherence to Corporate Governance practices, which shall ensure in achieving long term corporate goals. The adoption of good corporate governance shall ensure that all the concerned parties associated with the Company obtain requisite information which would help them to make informed decision. Such Corporate Governance Practices help enhancement of long term shareholders value and interest of other stakeholders.
(2) BOARD OF DIRECTORS
The Board of Directors comprises of twelve Directors. Since the Company has a Non Executive Chairman, the Board meets the stipulated requirement of at least one third of the Board of Directors comprising of Independent Directors.
2.4 Board Meetings :
During the year 2014-15 four board meetings were held on 30th May 2014, 11th August 2014, 7th November 2014 and 9th February 2015 and one meeting of Independent Directors was held on 25th March, 2015 to discuss evaluation of Directors as required under the Companies Act, 2013.
(3) CODE OF CONDUCT :
The Board of Directors have adopted the Code of Conduct for the Directors and Senior Management Personnel. A copy of Code of Conduct has been put on the Company's Website www.navneet.com
Code of Conduct has been circulated to all the Members of the Board and Senior Management Personnel of the Company and compliance of the same is affirmed by them. A declaration by the Managing Director under Clause 49 of the Listing Agreement regarding compliance with Code of Conduct is given below :-
In accordance with Clause 49I (D) of the Listing Agreement with the Stock Exchanges, I hereby confirm that all the Members of the Board and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct guideline as applicable to them for the Financial Year ended 31st March,2015.
(4) AUDIT COMMITTEE
4.1 The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act,2013 read with revised Clause 49 of the Listing Agreement. The role and terms of reference of the Audit Committee covers matters mentioned in Clause 49 of the Listing Agreement which, inter alia, include overseeing financial reporting process, accounting policies and practises, reviewing periodic financial results, adequacy of Internal Audit function, related party transactions, discussion with internal and statutory auditors.
4.2 Terms of Reference
The Audit Committee, inter alia. performs the functions of discussing and reviewing quarterly and audited financial results, recommendation of appointment of statutory auditors and their remuneration, recommendation of appointment and remuneration of internal auditors, review of Internal Audit Reports, approval and review of related party transactions. For the smooth and effective functioning, the Audit Committee has also powers to investigate any activity within its terms of reference, to seek information from employees and obtain outside and legal professional advise. In addition to the above, the other role and terms of reference of the Audit Committee cover the matters as specified in Section 177 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement.
4.3 During the year 2014-15 four Audit Committee Meetings were held on 30th May 2014,11th August 2014, 7th November 2014 and 9th February 2015.
At the invitation of the Company, senior representatives from various divisions of the Company, internal auditors, statutory auditors and Company Secretary who acts as secretary to the Audit Committee attended the Audit Committee meetings to respond to the various queries raised at the Audit Committee meetings.
(5) SUBSIDIARY COMPANY
The Company does not have a material non-listed Indian subsidiary company whose turnover or net worth exceeds 20% of the consolidated turnover or net worth respectively of the Indian holding Company in the immediately preceding accounting year.
The Board of Directors periodically review the investments and transaction of its subsidiary companies. Copies of the minutes of the meeting of Board of Directors of the subsidiary company are placed at the subsequent Board meeting of the Company.
(6) STAKEHOLDERS' RELATIONSHIP COMMITTEE
6.1 Pursuant to Section 178(5) of the Companies Act, 2013, the committee was renamed by the Board of Directors as "Stakeholders' Relationship Committee".
6.2 Brief terms of reference of the Committee, inter alia, cover reviewing status of share transfer/ transmissions of shares, issue of duplicate share certificates, non-receipt of Annual Report, non-receipt of declared dividends, review/ redressal of Investors' Grievance.
6.3 During the year 2014-15 four Stakeholders' Relationship Committee meetings were held on 30th May 2014, 11th August 2014, 7th November 2014 and 9th February 2015.
The composition of Stakeholders' Relationship Committee and other relevant details are as under:
6.4 Shri Amit D. Buch, Company Secretary is designated as the "Compliance Officer".
6.5 During the year one hundred thirty-two (132) complaints were received. Out of total these, one hundred thirty-one (131) complaints were resolved to the satisfaction of the shareholders and one complaint pending to resolve as on 31st March, 2015 has since been resolved.
(7) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
During the year the CSR Committee meeting was held on 11th August, 2014 and all the members were present in the meeting. The brief terms of reference of the CSR committee are:
(i) to formulate and recommend to the Board, a Corporate Social Responsibility policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act,2013;
(ii) recommend the amount of expenditure to be incurred on the activities referred above and monitor the Corporate Social Responsibility Policy of the Company from time to time.
(8) NOMINATION AND REMUNERATION COMMITTEE
8.1 Broad Terms of Reference
The broad Terms of Reference of Nomination and Remuneration Committee are to evaluate and appraise the performance of the Managing / Executive Directors and Senior Management Personnel, determine and recommend to the Board the compensation payable to them. The other terms of Nomination and Remuneration Committee shall be as mentioned in the listing agreement and the relevant provisions of the Companies Act, 2013.
8.2 Remuneration Policy
The remuneration policy of the Company is based on performance of senior managerial personnels. The remuneration policy is in consonance with existing industry practice.
9.1 The Company has a whistle blower policy to report genuine concerns or grievances. The whistle blower policy of the company has been hosted on Company's website
9.2 There were no transactions of material nature between the Company and its promoters, directors or the management, other subsidiaries or relatives that may have the potential conflict with the interest of the Company. The Register of contracts containing the transactions in which the directors are interested was placed before the Board regularly for its approval and concurrence.
9.3 There were no materially significant related party transactions which have potential conflict with the interest of the Company at large.
9.4 The Company complied with various rules and regulations prescribed by the Stock Exchanges and SEBI, relating to the capital markets during the last three years.
9.5 Risk assessment and its minimisation procedures have been laid down by the Company and the same have been informed to the Board Members. These Procedures are periodically reviewed to ensure that the Executive Management controls risk through means of a properly defined framework.
9.6 The statement of compliance with non-mandatory requirements is as under :
1 Non- Executive Chairman's Office
The Company has Non-Executive Chairman and he maintains his own separate office. The Company do not bear expense of maintaining his office and do not reimburse any expense to him for performing his duty as Chairman, except paying him sitting fees.
2 Shareholders' Rights
As the quarterly and half yearly financial performance are published in the news papers and also posted on the Company's website, the same are not being sent to the shareholders.
3. Audit Qualifications
The Company's financial statement for the year 2014-15 does not contain any audit qualification.
4 Separate post of Chairman and CEO
The Company has separate post of Chairman and MD/CEO.
5 Reporting of Internal Auditor
The Internal Auditor reports to Managing Director and has direct access to the Audit Committee.
9.7 The Company has set up a Nomination and Remuneration Committee. Please see the Para on Nomination and Remuneration Committee for the details.
(10) MEANS OF COMMUNICATIONS
10.1 The Audited and Un-audited Financial Results and Press Releases were put up on the Website of the Company at www.navneet.com , after its submission to Stock Exchanges.
10.2 The Company publishes its unaudited/ audited quarterly results and audited financial results for the entire financial year in 'The Economic Times' and 'Maharashtra Times' 'newspapers in Mumbai,
10.3 Management Discussion and Analysis forms part of the Annual Report, which is being mailed to the shareholders of the Company.
(11) GENERAL SHAREHOLDERS INFORMATION
11.1 29th Annual General Meeting :
Date : 28th September, 2015
Time : 3 : 30 p.m.
Venue : Textile Committee Auditorium, Textile Committee Building, P. Balu Road, Near Tata Press, Prabhadevi Chowk, Mumbai - 400025.
11.2 Financial Year :
April to March.
11.3 Financial Calendar :
Board Meetings to be held for approving Quarterly Results :
(a) Quarter ending 30th June, 2015, 30th September, 2015, 31st December, 2015 : within 45 days from the date of closure of the respective quarter.
(b) For the financial year ending 31st March,2016 : within 60 days of closure of the financial year.
(c) AGM for the FY ending 31st March,2016 : by August/ September, 2016.
11.4 Date of Book Closures :
From 23rd September, 2015 to 28th September, 2015 (both days inclusive) for the purpose of Annual General Meeting and payment of dividend.
11.5 Dividend payment during the year under review :
The dividend for the FY 2014-15 recommended by Directors, on approval by the shareholders at the ensuing Annual General Meeting, will be paid by 20th October, 2015 to those shareholders whose names appear in Company's Register of Members on book closure date.
11.6 Company's Shares are listed on :
Shares of the Company are listed on NSE and BSE.
11.7 Stock Codes on Stock Exchanges :
BSE : 508989 NSE : NAVNETEDUL ISIN :INE 060A01024 Listing Fees for 2015-16 have been paid to NSE and BSE.
11.8 Volume of Shares traded during the year under review as a percentage of the number of Shares outstanding :
BSE : 6.08
NSE : 19.12
11.9 Registrar & Share Transfer Agent : Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound,
L. B. S. Marg, Bhandup (West), Mumbai - 400078
Tel. : (91-022) 2594 6970 Fax : (91-022) 2594 6969
E-mail : email@example.com Website : www.linkintime.co.in
11.10 Dematerialisation of Shares and liquidity :
The shares of the Company are in compulsory dematerialisation segment and are available for trading system of both the depositories in India viz. National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited (CDSL).
The Company's shares are regularly traded on National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. in electronic form.
11.11 Share Transfer in Physical Form
Share Transfer in physical form can be lodged with the Registrar and Share Transfer Agent namely Link Intime India Private Limited at the address mentioned herein above or at their Branch Offices mentioned in its website. The transfers are normally processed within 15 days if the documents are complete in all respect and thereafter the share certificates duly transferred are despatched.
Investors' Contact Information-Email Address :
11.12 Outstanding GDRs / ADRs / Warrants:
The Company has not allotted any GDR(s) / ADR(s) / Warrants / Convertible instruments.
11.13 Plant Locations:
The Company's Plants are located at the following places :
? Village Dantali, Behind Kasturi Nagar, Dist. & Tal. Gandhi Nagar, Gujarat.
? Village Sayali, Silvassa.
? Rakanpur, Taluka Kalol, Dist. Mehsana
? Village Khaniwade, Tal. Vasai, Dist. Thane
11.14 Registered Office :
Navneet Bhavan, Bhavani Shankar Road, Dadar (West), Mumbai 400028
Tel. : +91-22-66626565 Fax : +91-22-66626470 email : firstname.lastname@example.org
11.15 Compliance Officer
Company Secretary and Compliance Officer : Shri Amit D. Buch email :email@example.com