CORPORATE GOVERNANCE REPORT
In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) and some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes at Orbit Exports Limited is as follows:
At ORBIT EXPORTS LIMITED, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. At ORBIT EXPORTS LIMITED, we consider stakeholders as partners in our success, and we remain committed to maximizing stakeholder value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses.
I. Company's philosophy on Corporate Governance
The Company's philosophy on Corporate Governance is to achieve business excellence and to meet the expectations of its customers, shareholders, employees, business associates, the society at large and in complying with the dictates of the regulatory frame work. The Company is committed to transparency in all its dealings and places high emphasis on business ethics. We believe that Corporate Governance is voluntary and self-discipline code which means not only ensuring compliance with regulatory requirements but also by being responsive to our stakeholders needs.
Best Corporate Governance practices
ORBIT EXPORTS LIMITED maintains the highest standards of corporate governance. It is the Company's constant Endeavour to adopt the best corporate governance practices. Some of the best implemented global governance norms include the following:
1. The Company has a designated Lead Independent Director with a defined role.
2. All securities related filings with Stock Exchanges and SEBI are reviewed every quarter by the Company's Shareholders'/ Investors' Grievance Committee of Directors.
3. The Company's internal audit is conducted by independent auditors.
4. The Company also undergoes secretarial audit conducted by an independent company secretary who is in whole-time practice. The annual secretarial audit report placed before the Board, is included in the Annual Report.
II. Board of Directors
The Board of the Company is well structured with adequate blend of Professional, Executive and Independent Directors.
The Company's Board comprises of Eight Directors: Two are Promoter Executive Directors, One is Executive Director and four are Non-Executive Independent Directors and One is a Non-Executive Non - Independent Director. The Chairman of the Board is a Promoter Executive Director. And 50% of the Board comprises of Independent Directors.
The composition of the Board is in conformity with the Clause 49 of the Listing Agreement entered into with the Stock Exchanges. All Independent Non-Executive Directors comply with the legal requirements of being "Independent".
None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he is a Director. Necessary Disclosures regarding Committee positions in other Public Companies as on March 31, 2015 have been made by the Directors.
The Board met 9 (Nine) times during the year on 27th May, 2014, 18th June, 2014, 18th July, 2014, 02nd August, 2014, 07th August, 2014, 06th October, 2014, 05th November, 27th January, 2015 and 30th March, 2015.
III. Committees of the board
With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman or any member of the Committee, who also informs the Board about the summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are sent to all Directors individually and tabled at the Board Meetings.
1. Audit Committee
i) Terms of Reference
The Audit Committee has been mandated with the same terms of reference as specified in Clause 49 of the Listing Agreements with the Stock Exchanges and covers all the aspects stipulated by the SEBI Guidelines. The terms of reference also fully conform to the requirements of Section 177 of the Companies Act, 2013.
ii) Composition, Name of Member and Chairman
The Audit Committee comprises of Mr. Gopikrishna Bubna (Chairman), Mr. Saumil U. Marfatia (Member) & Mr. Varun Daga (Member).
During the year under review, the Committee met four times i.e. on 27th May, 2014, 07th August, 2014, 05th November, 2014 and 27th January, 2015.
iii) The terms of reference of the Audit Committee are broadly as under:
• To oversee the Company's financial reporting process and the disclosure of its financial information, to ensure that the financial statement is correct, sufficient and credible.
• To review the findings of the Internal Auditor relating to various functions of the Company.
• To review with the management the quarterly financial statements before submission to the Board for approval.
• To review with the management, performance of statutory and internal auditors and adequacy of the internal control systems.
• To make recommendations to the Board on any matter relating to the financial management of the Company, including Statutory & Internal Audit Reports.
2. Nomination And Remuneration Committee
The scope of the activities of the Nomination and Remuneration Committee is to recommend by the remuneration payable to the Executive Director of the Company, payment of commission and sitting fees to Non-Executive Directors and formulation and implementation of various Employee Stock Option Plans (ESOP) Schemes in the Company.
The Composition of the Nomination and Remuneration Committee and the details of meetings attended by the Members of the Nomination and Remuneration Committee are given below:
During the year under review, the Committee met two times i.e. on 26th May, 2014 , 18th July, 2014 , 2nd August, 2014 , 27th January, 2015 and 30th March, 2015
3. Stakeholders' Relationship Committee Terms of Reference:
This Committee looks into redressal of shareholders' grievances like transfer of shares, non-receipt of Annual Report and non-receipt of declared dividend, etc.
The Committee also reviews the processes and service standards adopted by the Registrar and Transfer Agent, the complaints received by the Company and their Resolution.
The Stakeholders' Relationship Committee consists of Mr. Gopikrishna Bubna (Chairman), Mr. Pankaj Seth (Member) and Mr. Saumil U. Marfatia (Member). The Shareholders' Investors Grievance Committee met four times i.e. 27th May, 2014, 07th August, 2014, 05th November, 2014 and 27th January, 2015 the attendance at the Meetings was as follows.
During the year, 58 Complaints were received from the shareholders, which were attended and resolved to the satisfaction of the shareholders. There were NIL complaints pending as on 31st March, 2015.
4. Corporate Social Responsibility (CSR) Committee
The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:
• To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
• To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress. The composition of the Corporate Social Responsibility Committee as at March 31, 2015 and the details of Members' participation at the Meetings of the Committee are as under:
5. Risk Management Committee
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
The objectives and scope of the Risk Management Committee broadly comprises:
• Oversight of risk management performed by the executive management;
• Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;
• Reviewing risks and evaluate treatment including initiating mitigation actions and Ownership as per a pre-defined cycle;
• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.
The composition of the Risk Management Committee as at March 31, 2015 and the details of Members' participation at the Meetings of the Committee are as under:
6. Independent Directors' Meeting
The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors' views to the Chairman and Managing Director.
One meeting of Independent Directors was held during the year.
During the year under review, the Independent Directors met on 30th January, 2015, inter alia, to discuss:
• Evaluation of the performance of the Non Independent Directors and Board of Directors as 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 betweenthe Management and the Board that is necessary for the Board to effectively and reasonably perform its duties
All the Independent Directors were present at the Meeting
Name and Address of the Compliance Officer:
Ms. Neha Poddar Company Secretary ORBIT EXPORTS LIMITED.
E 27-29, Adi Marzaban Street (Manglore Street), S. Bhagat Singh Road, Ballard Estate, Mumbai - 400 038
Disclosure on materially significant related party transactions
There were no materially related party transactions that may have potential conflict with the interest of the Company at large. The transactions between the Company and the related parties are disclosed in the Notes to the Accounts in the Annual Report.
Compliance of Regulatory Requirements
The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No strictures or penalties have been imposed on the Company by the Stock Exchanges, SEBI or any statutory authorities related to the above.
Disclosures of Accounting Treatment in preparation of Financial Statements
In preparation of its Financial Statements the Company has followed the Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI).
The Company has laid down the requisite procedures to inform the Board Members about the risk assessment and minimization procedures which are accordingly followed.
Code of Business Conduct and Ethics for Directors and Management Personnel
The Company has adopted a Code of Conduct for its Directors and Senior Management employees. This Code of Conduct has been communicated to each of them.
Code of Conduct for Prevention of Insider Trading Practices
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, the Company has formulated, adopted and implemented a comprehensive Code of Conduct for its designated employees. The Code lays down guidelines on procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them of the consequences of violations.
Management Discussion & Analysis Report
The Management Discussion and Analysis Report (MDA) has been attached to the Directors' Report and forms part of this Annual Report.
Proceeds from public issue, right issue and preferential issue, etc.
During the year 2014-15 the Company has converted 450000 Optionally Fully Convertible Warrants (OFCWs) into 450000 Equity shares of Rs.10/- each at an issue price of Rs.76.57/- per Share (including Premium @ Rs.66.57/- per Share) in the Board Meeting held on 18th June, 2014 to Mr. Pankaj Seth (2,25,000 Equity Shares of Rs.10/- each) and Mrs. Anisha Seth (2,25,000 Equity Shares of Rs.10/- each) and the aggregate proceeds amounting to Rs.2,58,42,375/- in aggregate received balance 75% during the year through allotment and conversion of Warrants has been utilized for the object for which such issue was made.
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 and the Code of Conduct.
The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee
Means of Communication
The quarterly results are published within 48 hours of the Board Meeting in the newspapers viz. Economic Times (in English), Economic Times (in Gujarati) and Mumbai Lakshadeep (in Marathi) and are also posted on the website of the Company. Website
The Company's website contains a separate dedicated section 'Investor Relations' where shareholders' information is available. The Company's Annual Report is also available in a user-friendly and downloadable form.
Compliance with Mandatory Requirements
The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating to Corporate Governance.
V. General Shareholder Information
AGM Date Time Venue
32nd Annual General Meeting August 24, 2015 03.30 P.M.
Babasaheb Dahanukar Sabhagriha, C/o. Maharashtra Chamber of Commerce, Industry & Agriculture, Oricon House, 6th Floor, 12, K. Dubhash Marg, Kala Ghoda, Fort, Mumbai - 400 001
Tentative Financial Calendar
Financial Reporting and Limited Review Report :Date of submission to Stock Exchanges latest by
For the quarter ending 30th June, 2015: upto 14th August, 2015
For the quarter/half year ending 30th September, 2015: upto 14th November, 2015
For the quarter ending 31st December, 2015 :upto 14th February, 2015
For the year ended March 31, 2016 :upto 30th May, 2016
i) Book Closure
The Register of Members and Share Transfer Books of the Company shall remain closed from August 08, 2015 to August 10, 2015 (Both Days Inclusive).
The Board of Directors had declared and paid an Interim dividend @ Rs.2.25/- per Share of Rs.10/-each (22.5%) aggregating to Rs. 3,21,73,087.5/- on 05th November, 2014.
The Board has recommended Dividend of Rs.2.25/- per share i.e. 22.5% on Equity Share Capital as Final Dividend aggregating to Rs.3,21,73,087.5/-.
The total dividend for the year 2014-15 will be Rs.4.50/- per share i.e. 45.00%.
iii) Listing on Stock Exchanges
a) Stock Exchange : BSE Limited
Address : Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
Scrip Code : 512626
ISIN : INE231G01010
b) Stock Exchange : National Stock Exchange of India Ltd.
Address : Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051
Trading Symbol: ORBTEXP
ISIN : INE231G01010
iv) Registrar and Transfer Agents
Link Intime India Private Limited
(Formerly known as Intime Spectrum Registry Ltd.)
C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078
Ph.: +91-22 - 25946970; Fax: 25946969; email: email@example.com
v) Share Transfer System
The share transfers which are received in physical form are processed and the share certificates returned within the stipulated period of from the date of receipt, subject to the documents being valid and complete in all respects.
vi) Dematerialization of Shares and Liquidity
The Company's shares are available for dematerialization on both the depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) 1,39,78,188 shares amounting to 97.76% of the capital have been dematerialized by investors as on 31st March, 2015.
vii) Address of registrars for dematerialization of shares
M/s. Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai - 400 078
Ph.: +91-22-25946970; Fax: 25946969; email: firstname.lastname@example.org
viii) Plant Locations
Plot No. 6, 7, 8 & 9, Fairdeal Textile Park, Village Mahuvej, Taluka Mangrol, Dist - Surat - 394 102 (Guj.)
Plot No 1, Building No B-12 Asmeeta Infratech Textile Park, Additional Kalyan Bhiwandi Industrial Area, Sarawali -Kon Village, Taluka - Bhiwandi, Dist Thane.
D-5/1, Dombivali MIDC Industrial Area, Dombivali (East), Dist. Thane, Maharashtra
ix) Annual Report:
The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website.
x) NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are filed electronically on NEAPS.
xi) BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.
xii) SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
xiii) Designated Exclusive email-id: The Company has designated the following email-ids exclusively for investor servicing:
For queries on Annual Report: email@example.com
For queries in respect of shares in physical mode: firstname.lastname@example.org
xiv) Address for Correspondence
i) for transfer/ dematerialization of share, change of members' address and other queries relating to the shares of the Company
M/s. Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (West), Mumbai - 400 078
Ph.: +91-22-25946970; Fax: 25946969; email: email@example.com
ii) for queries related to dividend, annual reports, etc.
The Company Secretary, Orbit Exports Limited
E 27-29, Adi Marzaban Street (Manglore Street),
S. Bhagat Singh Road, Ballard Estate, Mumbai - 400 038
Ph.: -91-22-66256262; Fax: +91-22-2375 6599; email: firstname.lastname@example.org
As provided under Clause 49 of the Listing Agreement with the Stock Exchange, it is hereby declared that all the Board Members and Senior Management personnel of the Company have affirmed the compliance with Orbit Exports Limited Code of Conduct for the year ended 31st March, 2015.
By order of the Board of Directors
Date: June 23, 2015