REPORT ON CORPORATE GOVERNANCE FOR THE F.Y. ENDED 2014 - 2015 (In accordance with Clause 49(X) of the Listing Agreement with BSE Limited)
1. COMPANY'S PHILOSOPHY:
The Company's philosophy on Corporate Governance finds its roots in the rich legacy of ethical governance practices. This philosophy has been sought to be strengthened through the Code of Conduct. The Company will continue to focus its energies and resources in creating and safeguarding Shareholder's wealth and at the same time, protect the interest of all its Stakeholders.
2. BOARD OF DIRECTORS:
The Board of Company is formed with the proper mix of Executive, Non-Executive and Independent Directors as at 31st March, 2015. The Board of Directors presently comprises of 4 Directors, of which 1 is Independent Non-Executive Directors. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of Stakeholders and the Company. None of the Directors are related to any other Directors on the Board. None of the Directors on the Board is a member of more than 10 committees and Chairman of more than 5 committees (as specified in Clause 49 of the Listing Agreement) across all the Companies in which he is a Director.
The details as required under Annexure xii to Listing Agreement with respect to composition of the Board, the attendance record of the Directors at the Board Meetings held during the Financial year ended 31st March, 2015 and the Last Annual General Meeting (AGM), and details of their other Directorships, and Committee Chairmanships and Memberships are given below:
1) During financial year 2014-15 Seven Board meetings were held and the gap between two meetings did not exceed four months. Board Meetings were held on 28th May, 2014; 14th August, 2014; 14th November, 2014; 10th December, 2014; 29th January, 2015; 14th Feb, 2015 and 19th March, 2015.
2) Mr. Asim Dalal Ceased to be Director w.e.f 04th March, 2015 and Mr.Rajeev Kathori Ceased to be Director w.e.f 19th March, 2015.
# Alternate Directorships and directorships in private companies, foreign companies and Section 8 Companies are excluded.
## Represents Memberships / Chairmanships of Audit Committee, Nomination and Remuneration Committee.
The company does not pay any fees / compensation to any Non - Executive. Also, no sitting fee has been paid to any Non - Executive Director during the year.
3. AUDIT COMMITTEE:
The Company has an adequately qualified Audit Committee and its composition meets the requirements of section 177 of the Companies Act, 2013 and clause 49(III) of the listing agreement.
The Audit Committee was re-constituted with the resignation of Mr. Rajeev Kothari who was the Chairman of Audit Committee and has appointed Mr. Yogesh Gupta the chairman of the Committee.
Terms of Reference:
• Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure correct, sufficient and credible financial information;
• Recommending to the Board the Re-appointment of Statutory auditors and approving their audit fees;
• Approval of payment to Statutory auditors for any other services rendered by them;
• To review the financial statements before submission to Board;
• To review the weakness in internal controls, if any reported by Statutory Auditors, etc;
• In addition, the powers and role of the Audit Committee are as laid down under Clause 49 III of Listing Agreement entered with the Stock Exchanges and the Companies Act, 2013
4. NOMINATION AND REMUNERATION COMMITTEE -:
The Board has framed the Remuneration and Nomination Committee Charter which ensures effective compliance of Section 178 of the Companies Act, 2013 and Clause 49 of the listing Agreement.
The Remuneration Committee met 2 (Twice) during the year. Mr. Rajeev Kothari (resigned 19.03.2015) was the Member of Remuneration Committee. During the year the committee was re-constituted on 19.03.2015 upon resignation of Mr. Rajeev Kothari and Mr. Nitin Velhal was inducted in his place as a member. The constitution of the committee and the attendance of each member during the year is as given below:
The terms of reference of the 'Remuneration Committee' are as follows:
• To carry out the evaluation of every Director's Performance;.
• To evaluate the criteria for evaluation of Independent Directors and the Board.
• To help in determining the appropriate size, diversity and composition of the Board;
• To frame criteria for determining qualifications, positive attributes and Independence of Directors;
• To provide report necessary report to the Chairman after the evaluation process is completed by the Director's
• To assist in developing a succession plan for the Board;
• To assist the Board in fulfilling responsibilities entrusted from time to time;
• Delegation of any of its powers to any Member of the Committee or the Compliance Officer.
• To perform such other functions as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended by such committee.
The details of the remuneration paid to executive director are disclosed in the related party transactions in the notes to accounts section of the report. However, there is no sitting fees paid to Non - Executive Directors for attending Board and Committee Meetings.
1.1 There were no materially significant related party transactions i.e. transaction of the Company of material nature with its Promoters, Directors or the Management or their relatives etc. that would conflict with the interests of the Company.
1.2 No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
1.3 The Company has Whistle Blower Policy (WBP) in line with Clause 49 of the Listing Agreement. The Company affirms that no employee has been denied access to the Audit Committee.
1.4 All mandatory requirements as per Clause 49 of the Listing Agreement have been complied with by the Company.
1.5 The Company follows Accounting Standards issued by The Institute of Chartered Accountants of India and there are no statutory audit qualifications in this regard.
1.6 In terms of Clause 49(IX) of the Listing Agreement, the Managing Director made a certification i.e. (CEO / CFO Certificate) to the Board of Directors in the prescribed format for the year under review which has been reviewed by the Audit Committee and taken on record by the Board.
8. MEANS OF COMMUNICATION:
a) The quarterly and Annual Results of the Company are sent to the Stock Exchange immediately after they are approved by the Board. The half yearly report is not sent separately to the Shareholders. Annual Reports are sent to the shareholders at their registered address with the company.
b) The Quarterly and Annual Results of the Company are published in the prescribed performa within 48 hours of the conclusion of the meetings of the Board in which they are considered, at least in one English newspaper circulating in the whole of India and in one Vernacular newspaper of the State where the Registered office of the Company is situated.
Website: The Company's Website www.samleaseco.com <http://www.samleaseco.com> in contains a separate section "Investors" where latest Shareholders information is available. The Quarterly and Annual Results are posted on the website. Comprehensive information about the Company, its business and operations, Press Release, Shareholding pattern, Investor's Contact details, etc.
9. GENERAL SHAREHOLDERS INFORMATION:
a. Listing on Stock Exchanges and Stock Codes:
The Company's Equity Shares are listed on the BSE Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
The Company has paid Annual Listing Fees as applicable, to the BSE for the financial year 2014-15.
Script Code Equity : 504345
ISIN Equity : INE368N01024
Face Value : s 1 Per Share
a. Annual General Meeting
Date and Time : Wednesday, 30th September, 2015 at 4:00 pm
Venue : Office No 14, Krishna Kunj, Salsar Brij Bhumi Complex, Near Flyover Bridge, Bhayander (West), Bhayander-401101, Maharashtra
Dates of Book Closure 30th September, 2015 ANNUAL REPORT 2014-15
b. Financial Calender
First quarterly results : August, 2015
Second quarterly results : November, 2015
Third quarterly results : February, 2016
Annual results for year ending on 31.03.2016 : May, 2016 around
Annual General Meeting for the year 2016 : eptember, 2016
Listing on Stock Exchanges:
The Company's Equity Shares are listed on the BSE Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
The Company has paid Annual Listing Fees as applicable, to the BSE for the financial year 2015-16 Script Code Equity: SAMLEPU / 504345 ISIN Equity: INE368N01024 Face Value: Rs.1 per share
Note: The trading in Company's shares has been suspended by the BSE Limited
Registrar & Share Transfer Agents: Sharex Dynamic (India) Private Limited.
Unit: Sam Leaseco Limited.
Unit No.1, Luthra Ind, Premises, 1st floor, 44-E, M Vasanti Marg, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai - 400072, Maharashtra Tel: 91-22-22641376 / 22702485; Fax: 91-22641349 E-mail: email@example.com <mailto:firstname.lastname@example.org>; Website: www.sharexindia.com <http://www.sharexindia.com>
g. Dematerialisation of Shares and Liquidity:
The Company's shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India - National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
h. Registered Office:
Office No. 14, Krishna Kunj, Salasar Brij Bhoomi Complex, above HDFC Bank, Near flyover bridge, Bhayander (West), Thane - 400 101. Designated exclusive e-mail id for Investor servicing: email@example.com <mailto:firstname.lastname@example.org> Website: www.samleaseco.com <http://www.samleaseco.com>
10. CORPORATE POLICIES/ ETHICS
The Company adheres to the best standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings. A Code of Conduct for Board Members and a Code of Conduct for Prevention of Insider Trading as detailed below has been adopted pursuant to clause 49 (D) of the Listing Agreement & the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), respectively:
a. Code of Conduct for Board Members and Senior Management:
The Board of Directors of the Company has adopted the Code of Conduct for its members and Senior Management personnel of the Company and the same are to be posted on the Company's website www.samleaseco.com <http://www.samleaseco.com>. The Code highlights Corporate Governance as
the cornerstone for sustained management performance, for serving all the Stakeholders and for instilling pride of association. The Code is applicable to all Directors and specified Senior Management Executives and shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct and shall exercise utmost good faith, due care and integrity in performing their duties.
b. Declaration affirming compliance of Code of Conduct:
The Company has received confirmation from the Directors regarding compliance of the code of conduct during the year under review.
A Declaration by Managing Director affirming compliance of Board Members to the code is also annexed herewith.
c. Code of Conduct for Prevention of Insider Trading:
In accordance with the Securities and Exchange Board of India (Prohibition and Insider Trading) Regulations, 2015 as amended (the Regulations)
The Company has adopted the Code of Conduct for Prevention of Insider Trading for its Management and Directors. The Code lays down guidelines and procedures to be followed and disclosures to be made by directors, top level executives and staff whilst dealing in shares.
d. Reconciliation of Share Capital Audit Report:
Share Capital Audit Report in terms of SEBI directive vide its circular CIR/MRD/DP/30/2010 dated 6th September, 2010, confirming that the total issued capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with National Security Depository Limited and Central Depository Services (India) Limited, is submitted to the Stock Exchanges where the shares of the Company is listed.
e. Compliance Certificate by Auditors:
The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated in clause 49, which is annexed herewith.
11. DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT
As provided under clause 49 of the listing agreement, the Board members have affirmed compliance with the code of conduct for the year ended 31.03.2015.
By order of the Board
For Sam Leaseco Limited
Sd/- Mitesh Jain Managing Director