Report on Corporate Governance forming part of Directors' Report
A Brief Statement on Company's philosophy on Code of Corporate Governance
Corporate Governance is about commitment to value and ethical business conduct. The Company believes in its continued faith in fundamentals of fairness, accountability, disclosures and transparency, in all its transactions in the widest sense and meets its stake holder's aspiration and societal expectations.
The Company firmly believes that any meaningful policy on the Corporate Governance must provide empowerment to the executive management of the Company and simultaneously create a mechanism of checks and balance which ensures that the decision making power vested in the executive management are used with care and responsibility. Good governance practices stem from the culture and the mindset of the organization.
The demand for corporate governance requires maximizing long term value of the stake holders and of the Company along with protecting interest of minority shareholders. It also ensures professionals to raise their competency and capability levels to meet the expectations in managing the enterprise and its resources effectively with highest standard of ethics. The Company strives to adopt world class operating practices.
Board of Directors
During the year under review, the Company has not appointed any Director on the Board of the Company. The total strength of the Board as on 31st March, 2016 was Seven Directors, The composition as detailed herein below:
None of the Director of the Board is a member of more than ten Committees and Chairman of more than five committees as per Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 across all companies in which they are Directors.
Board Meetings and Annual General Meeting
During the financial year 2015-16, Five Board Meetings were held on Saturday, May 30, 2015; Friday, July 31, 2015; Saturday, October 31, 2015; Friday, January 29, 2016; Saturday, February 06, 2016; and the Annual General Meeting was held on Monday, September 28, 2015.
Declaration by Independent Directors
The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company in conformity with code of corporate Governance has constituted the following committees: A) Audit Committee as at 31st March, 2016
The Details of Audit Committee meetings held and attended by the all Committee Members are as under.
The Audit committee comprises of three Directors and four meetings were held on Saturday, May 30, 2015; Friday, July 31, 2015; Saturday, October 31, 2015; Friday, January 29, 2016.
* The Audit Committee was reconstituted as per the provisions of clause 49 of Listing Agreement. Accordingly, Mr. Deven Doshi was appointed as the Chairman of the Committee in the meeting held on 31st July, 2015 and Mr. Nirmal Kedia ceased to be a member of the Committee.
(a) Primary Objectives of the Audit Committee
The Audit Committee of the Board of Directors of the Company inter-alia provides assurance to the Board on the adequacy of the internal control systems and financial disclosures.
As required under Section 177 of the Companies Act, 2013 read with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee (the "Committee"). The Committee acts as a link between the Statutory Auditors and the Board of Directors. It addresses itself to matters pertaining to adequacy of internal controls, reliability of financial statements and other management information and adequacy of provisions of liabilities. The primary objective of the "Committee" is to monitor and provide effective supervision of the managements financial reporting process with a view to ensure accurate, timely and proper disclosures and the transparency, integrity and quality of financial reporting.
The terms of reference of the Audit Committee are as outlined in Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the companies Act, 2013.
(b) Scope of the Audit Committee
1. Provide an open avenue of communication between the independent auditor and the Board of Directors ("BOD").
2. Recommending the appointment of statutory auditors, fixation of audit fees and also to approve the payment for other services.
3. Meet four times a year or more frequently as circumstances require. The Audit Committee may ask members of management or others to attend meetings and provide pertinent information as necessary.
4. Confirm and assure the independency of the external auditor.
5. Review with Independent Auditor the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts and the effective use of all audit resources.
6. Consider and review with the Independent Auditor for the adequacy of internal controls including the computerized information system controls and security.
7. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
8. Reviewing with the management the annual financial statements before submission to the Board, focusing primarily on:
(a) Any changes in the accounting policies and practices,
(b) The going concern assumption,
(c) Compliance with Accounting Standards,
(d) Compliance with stock exchange and legal requirements concerning financial statements, and;
(e) Significant adjustment arising out of audit.
9. Consider and review with the management and the independent auditor :
(a) Significant findings during the year, including the status of previous audit recommendations, and;
(b) Any difficulties encountered in the course of audit work including any restrictions on the scope of activities or access to required information.
10. Review of the following information:
(a) Management discussion and analysis of financial condition and results of operations;
(b) Statement of significant related party transactions submitted by the management.
(c) Management letter/letters of internal control weaknesses issued by the Statutory Auditors
B) Shareholders/Investors Grievance Committee
The Shareholders/Investors Grievance Committee comprises of three Directors and two meeting were held on Friday, July 31, 2015 and Friday, January 29, 2016
In accordance with the Authority Granted by the Board of Share Transfer Committee, Mr. Murlidhar Gupta, deals with the following matters concerning shareholders once in a month.
Details of complaints received and redressed during the financial year ended 31st March, 2016
No complaint was received during the financial year ended 31st March, 2016 and none of the complaint is pending to be resolved.
The Board has consented to the understanding that complaints of non receipt of Annual Report will not be treated as Complaints under Regulation 13 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the Company's Liability is discharged when the relevant articles are posted at the last known address of the investor and that in the above cases the letters received from the investors will be serviced in addition to the responsibility under Regulation 13 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as investor friendly measure beyond the legal obligation.
The share transfer and Investors Grievances Committee, inter-alia, deals with various matters like share transfer, transmissions, issue of duplicate share certificates, approve the remat requests, request for consolidation of shares as and when received, and to generally deal with all investors related matters and redress the grievances of investors if any.
C) Nomination & Remuneration Committee
The Nomination & Remuneration Committee is managed by a Committee of Directors comprising of Mr. Nitin S. Kedia, Mr. Deven Doshi, Mr. Arvind B. Jalan and Mr. S.L. Agrawal.
The Nomination and Remuneration Committee was reconstituted as per the provisions of clause 49 of Listing Agreement. Accordingly, Mr. Deven Doshi was appointed as the Chairman of the Committee in the meeting held on 31st July, 2015 and Mr. S. L. Agrawal ceased to be a member of the Committee.
The board terms of reference of the Remuneration Committee is to ensure that the remuneration practices of the Company in respect of the Senior Executive including the Executive Director are competitive keeping in view prevalent compensation packages so as to recruit and retain suitable individuals(s) in such capacity.
Independent Directors Meeting
During the year under review, the Independent Directors met on Saturday, October 31, 2015 inter alia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;
2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
3. Evaluation of the 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.
Directors with materially significant, pecuniary or business relationship with the Company:
There is no pecuniary or business relationship between the Independent Directors and the Company, except for the legal fees payable to them in accordance with the applicable laws. Shri Deven M. Doshi, Independent Director of the Company who renders professional service to the Company. The quantum of fees paid to him is an insignificant of his total revenue, thus, Mr. Deven Doshi is not to be construed to have any material association with the Company.
Related Party Transactions
Related Party Transactions under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are defined as the transaction of the Company of a material nature, with its promoters, the Directors or the management, their Subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large.
Among the related party transactions are the contracts or arrangements made by the Company from time to time with companies in which the directors are interested. All these contracts or arrangements are entered in the Register of Contracts under section 189 of the Companies Act, 2013 and the Register is placed before the Board from time to time. There were no material transactions with related parties during the year 2015-16 that are prejudicial to the interest of the Company.
There has been no non compliance of the provisions / requirements of Stock Exchanges / SEBI or any other statutory authority on any matter relating to capital market.
General Shareholders Information Means of Communication
The financial results are taken on record by Board of directors and submitted to Stock Exchange in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and published in "Free Press" and "Navshakti" news papers.
The Management Discussion and Analysis Report is Attached with the Director's Report in this 33rd Annual Report of the Company delivered to the shareholders.
Annual General Meeting:
Date and time : Monday, the 08th day of August, 2016, at 11.30 A.M.
Hotel Archana Residency Next to R-Mall/Big Bazar, L.B.S. Marg, Mulund (West) - 400 080
Financial Year :
Year ending 31st March, 2016
Dates of Book Closure :
4th August, 2016 to 8th August, 2016 both days inclusive
Listing on Stock Exchange :
The Bombay Stock Exchange Ltd
Stock Codes (for shares) :
Dematerialization of Shares and Liquidity
93.84% of the Company's shares capital is held in dematerialised form as on 31st March, 2016. The Company's shares are traded on the Bombay Stock Exchange Limited.
Plot No. 183/1, Surangi, Silvassa, Dadra & Nagar Haveli - 396 230
Address for Correspondence
Prestige Precinct, 3rd Floor, Almeida Road, Panchpakhadi, Thane (West), Thane - 400 601
Address for Correspondence for Share related work
Registrar & Share Transfer Agent Sharex Dynamic (India) Pvt. Ltd.
Unit No. 1, Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072
Email Id of investor's Complaint: firstname.lastname@example.org