CORPORATE GOVERNANCE REPORT
Corporate Governance is the combination of practices and compliance with laws and regulations leading to effective control and management of the Organisation. We consider stakeholders as our partners in our success and remain committed to maximizing stakeholder value. Good Corporate Governance leads to long term stakeholder value. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance focused work environment. Corporate Governance rests upon the four pillars of transparency, disclosure, monitoring and fairness to all.
In terms of Compliance to Clause 49 of the Listing Agreement on Corporate Governance, your Company is complying with the guidelines. The report for current year is as follows:
1) Company's Philosophy:
The Company's policies, practices and philosophy adopted since inception are in line with Corporate Governance. These policies, practices are required periodically to ensure its effective compliance. The composition of Board of Directors is well balanced with a view to manage the affairs of the Company efficiently and professionally.
2) Board of Directors
The Board of Directors of the Company have an optimum combination of Executive, Non-Executive Independent Directors who have in-depth knowledge of business, in addition to the expertise in their areas of specialization. The Board of the Company comprises Five Directors that includes one Women Director.
The company issued formal letters of appointment to independent directors in the manner as provided in the Companies Act, 2013. The terms and conditions of appointment are disclosed on the website of the company.
The company has formulated a policy to familiarise the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programmes.
The process approved by the Nomination and Remuneration Committee requires the Chairman to initiate the performance evaluation process every year. The performance evaluation is conducted based on approved criteria in the evaluation forms. The process highlights are as under:
a) Board: Each Board member completes the self-evaluation form. Independent Directors discuss the self-evaluation forms in a separate meeting and share their feedback with the Chairman. The Chairman discusses the evaluation form analysis with the entire Board at the Board Meeting.
b) Committees: Each Committee member completes the self-evaluation form and shares feedback with the Chairman. The Chairman discusses the evaluation form analysis with the entire Board at the Board Meeting.
c) Independent Directors: The performance of Independent Director is evaluated by the Board of Directors. Each Board member completes the peer evaluation and shares feedback with the Chairman. The Chairman conveys feedback individually to the concerned Directors.
Separate meeting of the Independent Directors
The Company had facilitated to hold the separate meeting of Independent Directors on 30.12.2014, without the attendance of non- independent directors and members of management.
The board of directors represents the interest of the company's shareholders, in optimising long-term value by providing the management with guidance and strategic direction on the shareholders' behalf. The board has a formal schedule of matters reserved for its consideration and decision, which includes reviewing corporate performance, ensuring adequate availability of ffinancial resources, regulatory compliance, safeguard interest of shareholders and reporting to shareholders.
Resume of the Directors proposed to be appointed
The brief resume of directors seeking appointment is appended in the Notice for convening the Annual General Meeting (AGM).
Code of Conduct for Board members and Senior Management
The Board of Directors has laid down the code of conduct for all the Board members and members of the Senior Management of the Company. Additionally all independent directors of the company shall be bound by duties of independent directors as set out in the Companies Act, 2013 read with the Schedules and Rules thereunder. All the Board members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct is available on the website of the company.
Declaration on Code of Conduct
As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Managing Director of the Company has laid down the declaration about the Board members and members of the Senior Management of the Company.
3) INDEPENDENT DIRECTORS:
The Company has complied with the definition of Independence as per Clause 49 of the Listing Agreement and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.
Training of Independent Directors:
Whenever new Non-executive Independent Directors are inducted in the Board they are introduced to our Company's culture, structure, our business, constitution, board procedures, our major risks and management strategy.
Independent Directors' Meeting
During the year, the Independent Directors met once on December 30, 2014, and evaluated:
? Performance of Non- Independent Directors and the Board of Directors as a whole;
? Performance of Chairman of the Company, taking into account the views of other Non- Executive Directors.
? Quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
4) PERFORMANCE EVALUATION OF NON-EXECUTIVE AND INDEPENDENT DIRECTORS
The Board evaluates the performance of Non-executive Independent Directors every year. All the Nonexecutive Independent Directors are eminent personalities having wide experience in the field of business, industry and administration.
Their presence on the Board is advantageous and fruitful in taking business decisions.
5) FAMILIRIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company familiarized its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates.
The detail of such familiarisation programme is placed on website of the Company i.e. www.ndaindia.com
6) AUDIT COMMITTEE:
i) Terms of reference:
Terms of reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the Listing Agreement with the Bombay Stock Exchange. It includes financial reporting processes, reviewing periodic financial results, auditor's independence and performance, the audit reports submitted by the Internal Auditors and Statutory Auditors, effectiveness of internal audit processes and the Company's risk management strategy. It reviews the Company's established systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Audit Committee of the Company consists of 3 Independent Directors. The Chairman of the Audit Committee is financially literate and majority of them having accounting and financial management experience. The Company Secretary acts as Secretary to the Committee. The Chairman of the Committee is an Independent Director.
iii) No. of Meetings held during the year:
During the year the Committee had 4 Meetings i.e. on 30th May, 2014, 12th August, 2014, 13th November, 2014, 12th February, 2015.
7) NOMINATION AND REMUNERATION COMMITTEE:
i) Terms of reference:
This Committee shall identify the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also carry out evaluation of every director's performance. Committee shall also formulate the criteria for determining qualiications, positive attributes, independence of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
Periodically approve the remuneration package of Executive Directors and ensure appropriate disclosure for the same, determining qualiications, positive attributes and Independence of a director.
The Nomination and Remuneration Committee of the Company consists of three Non-executives Independent Director including Chairman.
iii) No. of Meetings held during the year:
During the year the Committee had 1 meeting i.e. on 24th April, 2014.
The Company adopted a Remuneration Policy for Directors, KMP and other employees, in accordance with the provisions of the Act and the Listing Agreement. For details on the Remuneration Policy, kindly refer to the Annexure to the Directors' Report.
8) STAKEHOLDERS RELATIONSHIP COMMITTEE:
i) Terms of reference:
The Committee focuses primarily on monitoring expeditious redressal of investors / stakeholder's grievances and also function in an eficient manner that all issues / concerns related with stakeholders are addressed / resolved promptly. The Committee also deals with approval of share transfer/ transmission, issue of duplicate share certificates, split and consolidation requests and other matters relating to transfer and registration of shares.
ii) Composition of the Committee:
The Committee consists of three Non-Executive Independent Director.
iii) No. of meetings held and attended during the year:
During the year the 1 Stakeholders Relationship Committee Meeting was held i.e. on 16.05.2014. The attendance of the Members at the meeting was as under:
The Registrar and Transfer Agent (RTA) of the Company attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges etc. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the satisfaction of the investors.
No complaint was pending as on March 31, 2015.
9) CORPORATE GOVERNANCE OF SUBSIDIARIES
The subsidiaries of the Company are managed by experienced Board of Directors. In NDA Share Brokers Limited Mr. Sanjay Agarwal, who is Managing Director of NDA Securities Limited, Mr. Uma Shanker Gupta and Mr.Lalit Gupta, both are Independent Directors of the Company are directors.
Composition of Director is same as above mentioned in NDA Commodity Brokers Private Limited.
The Audited Ffinancial Statements of Subsidiary Companies placed before the Audit Committee and Board Meetings. Copies of the Minutes of the Board Meetings of NDA Share Brokers Limited are presented at the subsequent Board Meetings.
a) Related Party Transactions
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the ffinancial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the ffinancial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to Ffinancial Statements.
b) Compliance of various legal requirements by the Company
The Company has complied with the various requirements of the Stock Exchange, SEBI, Companies Act, 2013 and other statutory authorities on all matters related to Company during the year and no penalties/ strictures have been imposed on the Company by the Stock exchange or SEBI or any other Statutory authorities.
c) Whistle Blower Policy
The Company has framed Whistle Blower policy and no personnel has been denied to access tothe audit committee. The policy is displayed on the Company's website www.ndaindia.com
d) Compliance of Clause 49 of the Listing Agreement
0 The Company has mostly complied with all the mandatory requirements prescribed under Clause 49 of the Listing Agreement.
0 Remuneration Committee has been constituted to approve remuneration of Executive Director.
0 The Company publishes its unaudited/ audited ffinancial results.
0 The Board members are having adequate experience and expertise to deal with business matters.
12) MEANS OF COMMUNICATION:
0 The Board of Directors of the Company approves the quarterly audited/ unaudited ffinancial results in the proforma prescribed by Clause 41 of the Listing Agreement within 45 days of the close of the respective periods. (except audited results for the year/ last quarter within 60days of the end of the accounting year).
0 The approved financial results are mailed immediately after the Board Meeting to the Stock Exchange where the Company' s shares are listed and are published in Business Standard (English) and Veer Arjun (Hindi), within 24 hours of approval thereof by the Board of Directors.
0 The Company's ffinancial results are displayed on the Company's website.- www.ndaindia.com
13) SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):
SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. The company is in compliance with the SCORES and redressed the shareholders complaints well within the stipulated time.
14) GENERAL SHAREHOLDER'S INFORMATION:
23rd Annual General Meeting-
Date : 28th September, 2015
Time : 4:00 P.M.
Venue : Agarwal Dharmshala, OCF Pocket, 104, Kalkaji Extension, Near Pujsons Factory, New Delhi- 110019
Ffinancial Year : 1st April, 2014 to 31st March, 2015
Book Closure : 22nd September, 2015 to 28th September, 2015
Listing on Stock Exchange
Bombay Stock Exchange
Adoption of Quarterly Results of the quarter ending : 1st/2nd week of-
June 30, 2015 “ August, 2015
September, 2015 : November, 2015
December, 2015 ; February, 2016
March, 2016 (year ending) : 2nd/ 3rd week of May, 2016
V Address for Correspondence:
1002A, Arunachal, 19, Barakhamba Road, New Delhi-110001 Phone No.: 011-46204009 Email:email@example.com
V Registrar and Share Transfer Agent:
The Company's Registrar and Share transfer Agent is BEETAL Ffinancial & Computer Services Pvt Ltd. BEETAL HOUSE, 3rd Floor, 99, Madangir, behind LSC, New Delhi - 110062 Ph. 011-29961281-283 Fax 011-29961284
15) LISTING FEES
The Company has paid listing fees for the year 2015-16 to the Bombay Stock Exchange (BSE).
17) DEMATERIALISATION OF SHARES
The Shares of the Company are in demat form. TheCompany's Shares are available for trading in the depository systems of both the National Securities Depository Limited and the Central Depository Services (India) Limited. As on 31st March, 2015 the statement of the shares in demat form is given below:
18) CEO/CFO CERTIFICATION
The Managing Director and Chief Ffinancial Officer have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the ffinancial 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.
19) COMPLIANCE CERTIFICATE OF THE AUDITORS
The Statutory Auditors have certiied that the Company has complied the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange and the same forms part of the Annual Report.
20) PREVENTION OF INSIDER TRADING
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 1992, the Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices' is in place. The objective of the Code is to prevent purchase and / or sale of shares of the Company by an insider on the basis of unpublished price sensitive information. Under this Code, Designated persons (Directors, Advisors, Oficers and other concerned employees / persons) are prevented from dealing in the Company's shares during the closure of Trading Window. To deal in securities beyond specified limit, permission of Compliance Officer is also required. All the designated employees are also required to disclose related information periodically as deined in the Code. Directors and designated employees who buy and sell shares of the Company are prohibited from entering into an opposite transaction i.e. sell or buy any shares of the Company during the next six months following the prior transactions. Directors and designated employees are also prohibited from taking positions in the derivatives segment of the Company shares. The aforesaid Code is available at the website of the Company www.ndaindia.com
DECLARATION BY MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING COMPLIANCE WITH CODE OF CONDUCT
In accordance with Clause 49 of the Listing Agreement with the Stock Exchange, I hereby confirm that all the Directors and the Senior Management personnel of the Company have affirmed compliance with Code of Conduct, as applicable to them for the ffinancial year ended on March 31, 2015.
For NDA Securities Limited
Managing Director DIN:00010639
Place: New Delhi