CORPORATE GOVERNANCE REPORT
The detailed report on Corporate Governance as per the format prescribed by SEBI and incorporated in Clause 49 of the Listing Agreement is set out below:
MANDATORY REQUIREMENTS A. COMPANY'S PHILOSOPHY
The Company's Philosophy on Corporate Governance envisages attainment of the high level of transparency and accountability in the functioning of the Company and assist the top management of the Company in the efficient conduct of its business internally and externally, including its interaction with employees, shareholders, creditors, consumers and institutional and other lenders and place due emphasis on regulatory compliance.
Your Company is committed to sound principles of Corporate Governance with respect to all of its procedures, policies and practices. The governance processes and systems are continuously reviewed to ensure highest ethical and responsible standards being practiced by your Company. We strongly believe that retaining and enhancing stakeholder trust is indispensable for sustained corporate growth and are determined to work to achieve this end. The Company operates in compliance with all regulatory and policy requirements as well as industry ethical guidelines.
B. BOARD OF DIRECTORS
COMPOSITION AND CATEGORY
The Company believes that an active, well informed and independent Board of Directors is vital to achieve the apex standards of Corporate Governance. The composition of the Board of Directors is in accordance with the requirements of the revised Clause 49 of the Listing Agreement, the Companies Act, 2013 and the Articles of Association of the Company. Independent Directors are Directors, who apart from receiving Directors' remuneration do not have any other material pecuniary relationship or transactions with the Company.
The Composition of the Board of Directors as on March 31, 2015 was as follows:
C. COMMITTEES OF BOARD
Currently, your Company has three Board Committees. They are - Audit Committee, Nomination & Remuneration Committee and Shareholders' Grievances Committee.
The terms of reference of these Committees are determined by the Board from time to time. Meeting of each Board Committee is convened by the respective Committee Chairman. The signed minutes of the Committee Meetings are placed before the Board for information and noting. The Chairman of the Committee generally apprises the Board about the recommendations and discussions held in the Committee Meeting.
I. Audit Committee Broad Terms of Reference
The terms of reference of this Committee are quite comprehensive and are in conformity with the provisions of Clause 49 (III) of the Listing Agreement as well as Section 177 of the Companies Act, 2013.
The terms of reference of the Audit Committee include the following:
The broad terms of reference and functions of the Audit Committee are as follows:
i) Overseeing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements is correct, sufficient and credible;
ii) Recommending to the Board the appointment, re-appointment and removal of statutory auditors, internal auditors and fixation of their remuneration;
iii) Fixing and approving the payments to statutory auditors for any other services rendered by them;
iv) Reviewing with management the annual financial statements and auditor's report before submission to the Board for approval, focusing primarily on:
- Matters required to be included in the Director's Responsibility statement to be included in the Board Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
- Any changes in accounting policies and practices and reasons for the same;
- Major accounting entries involving estimates based on exercise of judgments by management;
- Qualifications in draft audit report;
- Significant adjustments made in the financial statements arising out of audit;
- Compliance with listing and legal requirements concerning financial statements;
- All related party transactions i.e., transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc.
v) Reviewing the quarterly and half yearly financial statements and recommendation of the same to the Board;
vi) Reviewing with the management, statutory and internal auditors, internal financial controls and risk management system;
vii) 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board;
viii) Reviewing the adequacy of internal audit functions, 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;
ix) Review and monitor the auditor's independence and performance, and effectiveness of audit processes;
x) Scrutinizing of the inter corporate loans & investments;
xi) Discussion with Internal Auditors, any significant findings and follow up thereon;
xii) 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;
xiii) Approval or any subsequent modification of transactions of the Company with related parties;
xiv) To look into reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;
xv) To review the functioning of the Whistle Blower and Vigil mechanism;
xvi) Valuation of undertaking or assets of the Company where ever it is necessary;
xvii) 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 and background, etc. of the candidate;
xviii) Evaluation of internal financial controls and risk management systems;
xix) Reviewing statement of significant related party transactions and Management Discussion and analysis of financial condition and results of operations;
xx) Discussing with Statutory Auditors about the nature and scope of audit before the commencement of audit as well as post audit discussion to ascertain any area of concern;
xxi) All such other functions as may be specified from time to time
The Audit Committee is empowered pursuant to its terms of reference:
i) Investigation of any activity within its terms of reference;
ii) Seeking information from any of the employees while investigating;
iii) Obtaining outside legal or other professional advice on any matter as it may consider necessary.
Minutes of meetings of the Audit Committee are circulated to members of the Committee, Board and the invitees and are being noted at the subsequent Meeting of the Committee.
Composition & Attendance
The Audit Committee of the Company comprises three Directors, of which, two Members are Nonexecutive Independent Directors and one is Executive. The Chairman of the Committee is a Non
Executive Independent Director nominated by the Board. All these Directors are financially literate and possess knowledge of corporate finance, accounts and Company Law. Mr. Krishna Jha Chief Financial Officer and representatives of the Statutory & Internal Auditors are invitees to the Meetings.
II. Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Committee has been renamed from the existing "Stakeholders' Grievances Committee" to the "Stakeholders' Relationship Committee" and the same been reconstituted.
The Committee oversees all the matters relating to Shareholders'/Investors' grievances/complaints. The Committee consists of three members, chaired by a Non-Executive Independent Director.
The terms of reference and functions of the Committee are as under:
i) Timely redressal of grievances of shareholders/ investors of the Company;
ii) Overseeing transfer and transmission of securities;
iii) Handling and disposing complaints related to transfer of shares, non-receipt of declared dividend, non receipt of Annual reports, any information sought by shareholders, etc.
iv) Issuance of duplicate shares certificates;
v) Review of dematerialization of shares and related matters;
vi) Monitoring implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992;
vii) Performing various functions relating to the interests of shareholders/investors of the Company as may be required under the provisions of the Companies Act, 2013, Listing Agreement with the Stock Exchanges and regulations/guidelines issued by the SEBI or any other regulatory authority
Composition & Attendance
During the year ended March 31, 2015, Four (4) Committee Meetings were held on 31st July 2014, 7th Aug., 2014, 06th Jan., 2015, 2nd March, 2015.
During the year under review, the Company have received two complaints for non-receipt of transferred Share Certificates, Annual Reports, Warrants etc. and resolved the same during the year hence no complaints outstanding as on 31stMarch, 2015. To expedite these processes the Board has delegated necessary powers to the Registrar and Share Transfer Agents viz. M/s. SHAREX DYNAMIC (INDIA) PVT LTD.
III. Nomination & Remuneration Committee
The Remuneration Committee was renamed as Nomination & Remuneration Committee in terms of Listing Agreement and Companies Act, 2013 at a board meeting held on 13th February, 2015.
The Board terms of reference and functions of the Nomination and Remuneration Committee are as follows:
i) Identifying persons qualified to become Directors and can be appointed in Senior Management in accordance with the criteria as may laid down and recommend their appointment or removal to the Board at any point of time;
ii) 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;
iii) Recommend to the Board appointment or reappointment of Directors and appointment of Key Managerial Personnel;
iv) Performance evaluation of every Director;
v) Formulation of criteria for evaluation of Independent Directors and the Board;
vi) Fixation of salary, perquisites and commissions etc. to the Directors of the Company.
Composition & Attendance
During the year ended March 31, 2015, Two (2) Committee Meetings were held on 4th Sept. 2014 and 12th Feb., 2015.
Details of Sitting Fees paid to Non-Executive Independent Directors for the year ended31st March, 2015:
The Non-Executive and Independent Directors are not paid sitting fees at present as agreed by the directors in view of losses suffered by the company.
C. INDEPENDENT DIRECTORS MEETING
During the year, the Independent Directors met on 14th February, 2015, inter alia, to discuss:
i) Evaluation of the performance of Non-Independent Directors and the Board of Director as a whole;
ii) Evaluation of performance of Chairperson of the Company, taking into the views of Executive Directors'
iii) Assessing the quality, content and timelines of flow of information between the Management and the Board to effectively and reasonably perform its duties.
D. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. Evaluation procedure covered various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board.
Performance Evaluation of the Chairman
The Independent Directors are responsible for the performance evaluation of the Chairman. They also take into account the views of Executive/other Directors on the Board. It was one of the matters which were discussed in Meeting of the Independent Directors held on 14th February, 2015.
Akhilesh Tiwari has been designated as the Compliance Officer but is not a Company Secretary as in terms of the listing agreement executed by the Company with the Stock Exchange. The Company is in the process of appointing a whole-time company secretary.
E. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Whistle Blower Policy and Vigil Mechanism provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases.
The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistleblowers concerning its employees.
The Whistle Blower Policy is of the Company is also posted on the website of the Company -<http://www.corporatementors.in/>
F. RISK MANAGEMENT
The Company has procedures to inform Board of Directors about risk assessment and minimization procedures. Theseprocedures are periodically reviewed to ensure that executive management controls risk through the means of properlydefined framework. Your Company had framed a policy which can be viewed on the website of the Company <http://www.corporatementors.in/> in the "Investors Section".
G. DETAILS OF SHAREHOLDERS COMPLAINTS RECEIVED, NOT SOLVED AND PENDING SHARE TRANSFERS
There are no unsolved complaints of shareholders
a. Code of Conduct
The Board of Directors of your Company had adopted and laid down a code of conduct for all Board members and Senior Management of the company. The code of conduct is available on the website of the company - <http://www.corporatementors.in/> All Board members and senior management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same (the certification is enclosed at the end of this report).
b. Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The End Of The Financial Year To Which This Financial Statements Relate
And The Date Of The Report.
No material changes and commitments affecting the financial position of the Company occurred during the financial year to which this financial statement relates on the date of this report.
c. Details of non-compliances, penalties, strictures imposed on the Company by Stock Exchange/ SEBI/Statutory Authorities on any matter related to Capital Markets during last three years:
The Company has complied with the requirements of the Stock Exchanges/SEBI/and other Statutory Authorities on all matters related to Capital Markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities.
d. Whistle Blower Policy
Pursuant to Clause 49 of the Listing Agreement and upon recommendation by the Audit Committee, the Board of Directors, at its meeting held on 14th February, 2015, approved and adopted the Whistle Blower Policy. This Policy can be viewed on the Company's website viz. <http://www.corporatementors.in/>Your Company further affirms that no person shall be denied access to the Audit Committee.
e. Subsidiary Companies
The Company does not have any subsidiary Company during the Year under review.
f. Reconciliation of Share Capital Audit
As stipulated by Securities and Exchange Board of India (SEBI), Statutory Auditor of the Company carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to Stock Exchanges and is also placed before the Board of Directors. No discrepancies were noticed during these audits
g. Adoption of Insider Trading Policy
The Company has implemented a policy prohibiting Insider Trading in conformity with applicable regulations of the Securities Exchange Board of India ("SEBI"), which has been laid down for employees, connected persons and persons deemed to be connected, while trading in the securities of the Company. The policy lays down procedures to be followed and disclosures to be made while dealing with shares of the Company and cautioning them of the consequences of violations. The Code of Conduct for Insider Trading is adopted by the Board and uploaded on the website of the Company.
h. Disclosures of Accounting Treatment in preparation of Financial Statements
The Company has followed the Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI), in preparation of its Financial Statements.
i. Proceeds from Public Issues, Rights Issue, Preferential Issue etc.
The Company has not issued any shares or securities during the year ended 31st March 2015 and has not raised any Money through Public Issue, Rights Issue, Preferential Issue etc, during the said period.
j. Compliance with mandatory requirements of Clause 49
The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating to Corporate Governance.
> Registrar and Share Transfer Agent
Sharex Dynamic (India) Pvt. Ltd.
Unit No.1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri (E), Mumbai-400072 Tel.No. 28515606/28515644 Email id: firstname.lastname@example.org Website www.sharexindia.com
> Share Transfer System:
Share certificates received for transfer in physical form and requests for Demat are generally registered / confirmed within 30 days of receipt of the same, provided documents are clear in all respects. A summary of transfers/ transmission of securities of the Company from the Registrar and Transfer Agent is placed before every Stakeholders' Relationship Committee Meeting.
> Outstanding GDRs/ADRs/Warrants or any convertible instruments:
The Company has not issued any GDR/ADR/Warrants etc.
> De-materlisation of Shares and Liquidity
By Order of the Board of Directors
For Olympic Management And Finance Services Ltd
Sd/- Pawan Agarwal