REPORT ON CORPORATE GOVERNACE
Corporate governance is creation and enhancing long-term sustainable value for the stakeholders through ethically driven business process. At NEPC AGRO FOODS LIMITED, it is imperative that our Company affairs are managed in a fair and transparent manner.
We ensure that we evolve and follow the corporate governance guidelines and best practices. The Board of Directors are all experienced and eminent personal and the pivotal role is performed by them. The Board has constituted various committees like Audit Committee, Investor Grievance Committee and Share Transfer Committee to look in to relevant aspects of specialized area. The Company reports the following compliance of Corporate Governance for the year ended 31-03-2015.
BOARD OF DIRECTORS
b) Attendance at Board Meetings & Last AGM: Four meetings of the Board were held during the year : on 28-04-2014, 29-07-2014, 29-10-2014 and 30-01-2015.
c) The brief background and the functional expertise of the Directors proposed for appointment is furnished below along with the details of directorship in companies.
i. Woman Director :
Mrs. Shivani Devi, Director (DIN 03553773) aged about 42 years has been appointed as Additional Director by the Board with effect from 29.07.2015 and she holds office till the forthcoming AGM. Details of other Directorship held by her is as follows.
2. Independent Director :
Mr. N.C. Agarwal, Director (DIN 07233624) aged about 76 years has been appointed as Additional Director by the Board with effect from 29.07.2015 and he holds office till the forthcoming AGM. Mr. N.C. Agarwal is well experienced in business and commerce as well as factory administration.
The terms of reference of the Audit Committee is in accordance with that specified in clause 49 of the Listing Agreement with Stock Exchange and in confirmation to the requirement of Section 177 of the Companies Act, 2013. The Audit Committee consists of the following Directors:
1. Mr. Surendra Kumar Gupta,
2. Mr. Rakesh Gupta
3. Mr. Tirupathi Kumar
The Committee met four times during the reporting year on 26-04-14, 27-07-14, 27-10-14 and 28-01-2015.
The responsibilities of the Audit Committee include overseeing the financial reporting process to ensure proper disclosure of financial statements. The Audit Committee reviews the quarterly and annual financial statement before submission to the Board, the internal audit function, internal controls and other related matters.
Matters of remuneration are considered by the Board of Directors of the Company; therefore no separate remuneration committee has been constituted. The formation of this committee will be reviewed as and when necessary.
INVESTORS' GRIEVANCE COMMITTEE
The Committee monitors the redressal of Investors Grievances. The management provided top priority for investor grievances and all the communications received from shareholders were satisfactorily complied with. The committee consists of following Directors.
1. Mr. Surendra Kumar Gupta
2. Mr. Rakesh Gupta
3. Mr. Raj Kumar
The details of investors grievances are given below for the year ended 31st March, 2015. No. of Complaints received : 13 Responded / Resolved : 13 Pending : Nil.
Related party Transactions: There are no materially significant related party transactions with the Company's Promoters, Directors, the Management, the Subsidiaries or Relatives which may have potential conflict with the interest of the Company at large. Further, transaction(s) with related party have been separately disclosed under the head Significant accounting policies and notes to the accounts.
Compliance of Clause 49:
Your Company has complied with the requirements of Corporate Governance stipulated under Clause 49 of the listing Agreement. A certificate to this effect has been issued by M/s. A. Nageswaran, Chartered Accountants, and the same has been incorporated elsewhere in this report.
In the preparation of financial statements for the year ended 3 1.03.2015, the treatment prescribed in the According Standards issued by the Institute of Chartered Accountants of India from time to time, has been followed by your Company along with proper explanations wherever necessary.
Code of conduct for Directors and Senior Management:
The Board of Directors has laid down a code of conduct for all Board Members and Senior Management of the Company. Declaration by the Director: All members of the Board and senior management have affirmed to the Board, of having complied with the code of conduct the period ended 31-03-2015.
In terms of the revised Clause 49 of the listing Agreement, in the absence of managing director, one of the directors/ Finance Head the Company has certified on the financial statement and the internal controls relating to financial reporting to the Board.
MEANS OF COMMUNICATION
Financial results, quarterly / half yearly results are published within the stipulated in English and vernacular newspapers. The Company from time to time present all the relevant information as required by the legislation within the prescribed time.
GENERAL SHAREHOLDER INFORMATION
a) The 23rd Annual General Meeting of the members of the Company will be held on Wednesday the 23rd September, 2015 at 10.00 A.M. at its Registered Office of the Company at 1678, Trichy Road, Ramanathapuram, Coimbatore - 641 105.
b) Accounting year : 01 -04-2014 to 31 -03 -2015.
c) Dates of Book Closure: 21-09-2015 to 23-09-2015 (both days inclusive)
d) The Company's shares are listed at Stock Exchanges BSE and NSE. Listing fee for the year to be paid.
e) Electronic Registrar : M/s Cameo Corporate Services Ltd.
No. 1, Club House Road, Subramaniam Building, Chennai 600002.
Share Transfers : In house
Share Transfer System : All share transfer requests have been processed and all shares have been transferred in time, provided the necessary documents were in order.
f) Dematerialization of shares : Trading in the Company's shares in a dematerialized form has been made compulsory with effect from: 28-08-2000: The Company entered into an agreement with the Depositories NSDL and CDSL for dematerialized form of shares and the Company provides option to members for dematerialized form of shares. All requests for dematerialization of share are processed and confirmed through the concerned depository.
g) Stock Exchange Code BSE 500452 / NSE NEPCAGRO
Share transfers and all other investor related activities are attended to and processed at our Registered office. For lodgment of transfer deeds and any other documents or for any grievances/complaints kindly contact at the following address:-
(a) Corporate Office :
NEPC AGRO FOODS LIMITED
36, Wallajah Road, Chennai - 600 002
(b) Registered Office of the Company
NEPC AGRO FOODS LIMITED
1678 Trichy Road Ramanathapuram Coimbatore-641 045