REPORT ON CORPORATE GOVERNANCE
In accordance with the Clause 49 of the Listing Agreement, the report containing the details of the Governance systems and process at Nivedita Mercantile & Financing Limited is as under:
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Corporate Governance is a set of principles, processes and system that is committed to values and conduct aimed at enhancing an organization's wealth generating capacity. The Company emphasizes the need for full transparency and accountability in all its transactions, in order to protect the interests of its stakeholders. This is vital to gain and retain investor trust.
Corporate Governance norms and processes ensure effective engagement with the changing business environment and always seek to ensure that its performance goals are met with integrity. Your Company considers it inherent responsibility to disclose timely and accurate information regarding financials and performance of the Company.
The Board of Directors hereby present the Companies policies and practices on Corporate Governance as mandated under the clause 49 of the Listing Agreement.
2. BOARD OF DIRECTORS
2.1. Composition of the Board:
The Company's policy is to maintain the optimum combination of Executive and Non Executive Directors to maintain the independence of the Board and separate its functions of governance and management. As at 31st March, 2015, the Board consists of Seven (5) Directors, out of which Three (3) are Non Executive Independent Directors.
2.2 Board Meetings:
During the financial year ended 31st March 2015, the Board of Directors of the Company had met four times (i.e. on 30th May, 2014, 14th August 2014, 14th November 2014 and 12th February 2015).
COMMITTEES OF THE BOARD OF DIRECTORS
3. AUDIT COMMITTEE
3.1 Constitution of the Audit Committee:
The Audit Committee is constituted in line with the provisions of Revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.
The purpose of the Audit Committee is to ensure the objectivity, credibility and correctness of the Company's financial reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.
3.2 Terms of Reference of Audit Committee:
The composition, powers, role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement:
• Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report;
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Review and monitor the auditor's independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with related parties;
• Scrutiny of Inter-Corporate Loans and Investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of Internal Financial Controls and Risk Management Systems;
• Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal audit;
• Discussion with Internal Auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower Mechanism;
• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
4. STAKEHOLDERS RELATIONSHIP COMMITTEE
4.1 Constitution of the Stakeholders Relationship Committee and its functions:
The Board of Directors of the Company has renamed the existing Shareholder Grievance Committee as Stakeholders Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement.
This Committee is specifically responsible for the redressal of security holders grievances related to non-receipt of Annual Report, non-receipt of declared dividend etc. The Committee also oversees the performance of the Registrar and Transfer Agents of the Company relating to investors services and recommend measures for improvement.
4.2 Terms of Reference of Stakeholders Relationship Committee:
The role of the Stakeholders Relationship Committee, inter alia, includes the following:
1. Investor relations and redressal of grievances of security holders in general and relating to non-receipt of dividends, interest, non receipt of Annual Report, etc., in particular.
2. Such other matters as may be required from time to time by any statutory, contractual or other regulatory requirements to be attended to by such a Committee.
4.3 Meetings of the Stakeholders' Relationship Committee:
During the financial year under review, four meetings of the Stakeholders' Relationship Committee were held i.e. on 30th May 2014, 14th August 2014, 14th November 2014 and 12th February, 2015. The composition and attendance of the members of the Shareholders/Investors Grievance Committee as on 31st March, 2015 is as follows:
Name, Designation and Address of the Compliance Officer:
Mrs. Hemlata Thanvi
5th Floor Sunteck Centre, 37-40 Subhash Road, Vile Parle (East) Mumbai 400057.
5. NOMINATION AND REMUNERATION COMMITTEE:
5.1 Constitution of Nomination and Remuneration Committee and its functions:
During the year under review, the Nomination and Remuneration Committee is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement.
5.2 Meetings of the Nomination and Remuneration Committee
There is no meeting of Nomination and Remuneration Committee held during the year.
The composition of the members of the Nomination and Remuneration Committee as on 31st March 2015 is as follows:
5.3 Terms of Reference of Nomination and Remuneration Committee:
The role of the Nomination and Remuneration Committee, inter alia, includes the followings:
1) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
3) Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
4) Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
5) Formulation of criteria for evaluation of Independent Directors and the Board;
6) Devising a policy on Board diversity;
7) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
Details of Remuneration/Commission and fees paid to Executive and Non-Executive Directors for the financial year 2014-2015:
The Company has paid Rs. 45,000/- as sitting fees to Non -Executive Directors during the financial year 2014-2015 for attending each meeting of the Board of Directors.
6. INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on February 12, 2015, inter alia, to Discuss:
• Evaluation of the Performance of Non Independent Directors and the Board of Directors as a whole;
• Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors;
• 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 their duties
Basis of Related Party Transaction
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
Non Compliances/Strictures/Penalties Imposed
During the last three years, there were no penalties or strictures imposed on the Company by SEBI, Stock Exchange or any statutory authority on any matter related to capital market.
Disclosure about Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations.
During the year under review, no employee was denied access to the Audit Committee.
Disclosure of Accounting Treatment
The Company has followed all relevant Accounting Standards while preparing the Financial Statements.
Non mandatory requirements
The Company has reviewed the non mandatory requirements under Clause 49 of the Listing Agreement and these shall be adopted/ complied by the Company on need basis.
9. MEANS OF COMMUNICATION
a) Quarterly results: The Company's quarterly results are published in Asian Age and Aapla Mahanagr and are displayed on its website (www.niveditaindia.com).
b) News releases, presentations, among others: Official news releases and official media releases are sent to Stock Exchanges, if any.
10. GENERAL SHAREHOLDER INFORMATION
(i) 30th Annual General Meeting:
Date: 29th September, 2015 Time: 10.00 A.M.
Venue: Sunteck Centre, 37-40, Subhash Road, Vile Parle (East), Mumbai-400057
(ii) Financial Year
Accounting year :April to March
Financial reporting for the quarter ending June 30, 2015 :On or before 14th August, 2015
Financial reporting for the half year ending September 30, 2015 :On or before 14th November, 2015
Financial reporting for the quarter ending December 31, 2015 :On or before 14th February, 2016
Financial reporting for the year ending March 31, 2016 :On or before 30th May, 2016
Annual General Meeting for the year ended March 31, 2015 : September, 2015
iii) Date of Book Closure 25th September, 2015 to 29th September, 2015 (both days inclusive)
(iv) Dividend Payment Date:
The Board has recommended a dividend of 5% i.e. (Rs.0.50 per Share). If declared by the Shareholders in the Annual General Meeting, the same will be paid within 30 days of declaration of Dividend.
(v) Listing on Stock Exchanges:
The Company's equity shares are listed on The BSE Limited.
The Company's equity shares are delisted from MPSE Limited w.e.f. 6th December, 2014.
The Company confirms that it has paid annual listing fees due to the Stock exchanges for the year 20152016.
(vi) Stock code:
BSE Ltd, Mumbai : 512381
ISIN Number for NSDL & CDSL : INE992I01013
(viii) Registrar and Transfer Agents:
Adroit Corporate Services Private Limited 1st Floor, 19 Jafferboy Ind. Estates, Makwana Road, Marol Naka, Mumbai- 400059 Tel No.: 022- 42270400
(ix) Share Transfer System:
The share transfers which are received in physical form are processed by Registrar and Share Transfer Agent viz. Adroit Corporate Services Pvt. Ltd. and share certificates are dispatched within the time limit prescribed under the Listing Agreement.
xii) Dematerialization of Shares and Liquidity:
as of 31st March 2015, 98,73,730 Equity Shares of the Company (99.63%) are held in electronic form with National Securities Depository Limited and Central Depository Services (India) Limited
(xiii) Code of Conduct:
The Board has formulated a code of conduct for the Board members and senior management of the Company and the same is reflected on the website of the Company.
(xiv) Outstanding GDRs/ADRs/Warrants:
The Company has not issued any GDRs/ADRs/Warrants during the year under review.
(xv) Plant Location:
The Company does not have any plant.
(xvi) Address for Investors' Correspondence:
Adroit Corporate Services Private Limited
1st Floor, 19 Jafferboy Ind. Estates, Makwana Road, Marol Naka, Mumbai- 400059 Tel No.: 022- 42270400
Nivedita Mercantile and Financing Limited
5th Floor, Sunteck Centre, 37-40, Subhash Road, Vile Parle (E), Mumbai 400057 Website: www.niveditaindia.com Email ID: firstname.lastname@example.org
(xvii) CEO/CFO Declaration:
Pursuant to clause 49I(D) of the Listing agreement entered into with the Stock Exchange, I hereby declare that all the Board members and Senior management personnel of the Company have affirmed compliances with the Code of Conduct for the Current Year.
For and on behalf of the Board of Directors
Place : Mumbai,
date : 26th May 2015