REPORT ON CORPORATE GOVERNANCE
(Pursuant to clause 49 of the Listing Agreement)
COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
At Noble Explochem Limited Corporate Governance policy is aimed at assisting the top management of the Company in the efficient conduct of its business and in meeting its obligations to the shareholders.
The Company is committed to learn and adopt the best practices of corporate governance.
I. BOARD OF DIRECTORS
B. Non- executive Directors Compensation:
None of the Non- Executive directors is paid any remuneration other than sitting fees for attending Board and Committee Meetings.
None of the Non- Executive directors holds any shares in the Company.
C. Independent Directors
The independent directors are not related to promoters or management at the Board level. They review at every board meeting legal compliance report prepared by the Company.
D. Board procedure
Four Meetings of the Board of Directors were held during the Financial Year 2014-15 respectively on (1) 30-05-2014, (2) 16-08-2014, (3) 05-11-2014, and (4) 30-01-2015. The Company have a process to provide the information to the Board as required under Annexure I to clause 49, which was followed. All the directors have made necessary disclosures about the committee positions, they occupy in other companies.
Information required under clause 49 VI A of the Listing Agreement:
The particulars of Directors, who are proposed to be appointed/re-appointed at this Annual General Meeting, are given below, as required pursuant to clause 49 of the Listing Agreement:
Shri Rahesh Joshi:
Shri Rajesh Joshi 43 years old is commerce Graduate and working in the field of explosive blasting in mining areas etc. He has 15 years of experience in Sales and marketing of explosives.
The Board of Directors has already proposed to appoint him as Director on the Board of the Company. Members are requested to appoint Shri Rajesh Joshi by passing an Ordinary resolution unanimously.
E. Code of Conduct:
The Board has laid down a code of conduct for Board members and Senior management personnel of the Company.
The Board members and Senior management personnel have affirmed compliance with the said code of conduct.
II. AUDIT COMMITTEE
The Audit committee as on date comprises of following Directors:
Shri Mahavir Dhanecha - Chairman, Independent and Non-Executive Director,
Shri Rajesh Joshi - Member, Independent and Non-Executive Director
Shri Shyam Sunder Sharma - Member, Independent and Non-Executive Director
Shri R. C. Kothari - Member, Managing Director
All the members of the Committee have the relevant experience in the field of finance, taxation and accounting.
The Audit Committee reviews all the issues that are required to be mandatory reviewed by it under Corporate Governance.
The powers and role of the Audit Committee over the matters specified under Clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956, such as oversight of the Company’s financial reporting process, recommending the appointment/ re-appointment of statutory auditors; reviewing with the management annual financial statements; quarterly financial statements and matters as covered under role of audit committee in Clause 49. The audit committee has powers inter-alia, to investigate any activity within its terms of reference and to seek outside legal and professional advice.
Four meetings of the Committee were held during the financial year. The dates on which the said meetings were held are as follows:
(1) 30-05-2014, (2) 16-08-2014, (3) 05-11-2014, and (4) 30-01-2015.
III. Whistle Blower Policy
The Company has not framed any whistle blower policy. However, no person has been denied any access to the audit committee. The Company has not adopted non- mandatory requirements of clause 49. However the particulars relating to the remuneration committee are given in this report.
IV. Subsidiary Company
The Company has no subsidiary Company
A. Related Party Transactions
There is no transaction between the Company and its related parties covered under the Related Party Transaction clause of the Companies Act, 2013.
B. Risk Management
The Board of Directors have been informed from time to time the business risks faced by the Company and the steps taken by the management to face them.
C. Proceeds from Initial Public Offerings (IPOs) / preferential issues
The Company has not made any IPO during the year.
The Company has complied with the requirements of regulatory authorities on matters related to capital markets and no penalties/ strictures have been imposed against the Company during the last three years.
D. Nomination And Remuneration Committee
The Remuneration Committee was renamed as Nomination and Remuneration Committee in compliance of Clause 49 of the Listing agreement and the provisions of the Companies Act, 2013. The Nomination and Remuneration committee as on date comprises of the following:
Shri Mahavir Dhanecha, (Chairman)
Shri R. C. Kothari
Shri Shyam Sunder Sharma
One Meeting of the Committee was held on 16/08/2014 fore and appointment of Whole Time Director and determining the remuneration payable.
Notice period of Executive Directors:
Either party shall be entitled to terminate the Appointment by giving the other party 180 days notice in writing without showing any cause.
Company does not pay the remuneration to Non- Executive Directors other than the sitting fees.
The Company does not have a scheme for grant of stock options.
E. Management Discussion and Analysis
A separate report on Management Discussion and Analysis which forms part of the report is annexed.
F. Stakeholders Relationship Committee
Stakeholders’ Relationship Committee comprises of Shri Mahavir Dhanecha, Shri T. C. Kothari and Shri R. C. Kothari. The Chairman of the Committee is Shri Mahavir Dhanecha.
The Committee looks into redressing of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend etc. Shri T. C. Kothari, Chairman and Executive Director is appointed as Compliance Officer.
The total number of complaints/requests received was 6 and all are resolved satisfactorily. No requests for transfer were pending for approval as on 31st March, 2015.
H. Postal Ballot
The Company does not have any proposal for Postal ballot this year.
As per the provisions of Companies Act, 2013 and Listing Agreement, the Company conducted the e-Voting for the last Annual General Meeting successfully. For this Annual General Meeting also the Company has made the arrangement for e voting by the Members through the National Securities and Depositories Limited, The instructions for e voting are given in the notes attached to the Notice of Annual General Meeting.
I. Means Of Communication
The quarterly and half-yearly results are regularly submitted to the stock Exchanges in accordance with the Listing Agreement These are not sent individually to the shareholders.
The Management Discussions and Analysis Report forms part of this Annual Report. There were no presentations made to the institutional investors or analysts.
J. General Shareholders’ Information
1 Annual General Meeting
- Date and Time : Wednesday the 23-09-2015 at 3.00 p.m.
- Venue : 54/B Shree Tower, Shankar Nagar (E),
West High Court Road, Nagpur 440 010
2 Financial Calendar : 1st April 2015 to 31st March 2016
First quarter results – Second Week of August 2015*
Second quarter results – Second week of the Nov 2015*
Third quarter results – Second week of Feb 2015*
Fourth quarter results – Second week of May 2016*
3. Date of Book Closure :
Thursday the, 17-09-2015 to Wednesday 23-09-2015 (both days inclusive).
4. Dividend Payment Date :
5. E-voting Date :
19th September 2015 to 21st September 2015
6. Listing on Stock Exchange :
The Bombay Stock Exchange Ltd. (BSE)
6. (a) Stock Code –
Physical : 506991 at BSE
(b) ISIN Number in NSDLand CDSL :
ISIN No. INE875D01011
8. Registrar & Transfer Agents:
Satellite Corporate Services Pvt. Ltd,having its office at:
B-302, Sony Apartment, Opp.St. Jude's High School, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai - 400053.
9. Share Transfer System
Share transfers are registered and duly transferred share certificates are returned to the lodger within a period of thirty days from the date of receipt, if the documents are otherwise in order.
The share transfer committee meets as often as possible to approve transfers and related matters as may be required.
Outstanding GDRs / ADRs/ Warrants or any convertible instruments conversion date and likely impact on equity:
11. Dematerialization of shares and Liquidity
As on 31st March, 2015, 93.49% of the paid up share capital has been dematerialized. The shares of the Company are infrequently traded.
12. Plant Locations:
The Company’s plant is located at: Village - Hingni, Taluka - Seloo, District – Wardha Maharashtra.
13. Address for Correspondences
Registrar and Share Transfer Agents :
Satellite Corporate Services Private Limited
Unit : Noble Explochem Limited
B-302, Sony Apartment, Opp.St. Jude’s,High School, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai – 400053
Tel : +91 22 2852 0462 Fax : +91 22 2851 1809
T. C. Kothari
54/B, Shree Towers, Shankar Nagar (East) West High Court Road Nagpur – 4400 010
Tel. 91 712-2538789 Fax – 91 712-2538791
14. CEO/CFO Certification
A Certificate from the Managing Director of the Company in terms of Clause 49 (V) of the Listing Agreement was placed before the Board Meeting held on 29th May 2015 to approve the Audited Annual Accounts for the year ended 31st March 2015.