CORPORATE GOVERNANCE REPORT
In compliance with the requirement for providing a "Report on Corporate Governance" as per Clause 49 of the Listing Agreement of the Stock Exchanges as applicable, your directors present the Company's Report on Corporate Governance as under:-
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Company's philosophy on Corporate Governance is based on the ideology that for a Company to succeed in the long run it has to maintain high standards of corporate conduct towards its employees, customers, shareholders and society. The Company's Corporate Governance philosophy is not only to keep checks and balances but also envisages attainment of highest levels of transparency and accountability to create an Organization with increasing employee and customer satisfaction and shareholders value. So your Company continues to follow procedures and practices of Corporate Governance which encompass the Company's functioning at all levels.
2. BOARD OF DIRECTORS
As at 31.03.2014, the Board of Directors of the Company comprised of 6 Directors out of which 3 were Promoter Directors and 3 were Independent directors.
It has always been the policy of the Company that in addition to matters which are statutorily required to be approved by the Board, all policy/planning matters, major decisions including Quarterly results, financial restructuring, capital expenditure proposals, mortgages, etc. are regularly placed before the Board. This is in addition to information with regard to actual operations, major litigations feedback, information on senior level appointments just below the Board level and minutes of all Committee Meetings.
NO. OF BOARD MEETINGS HELD AND DATES ON WHICH HELD:
During the year Board met 4 times i.e. on 30.05.2013, 12.08.2013, 16.11.2013 and 25.02.2014. The intervening gap between two Board Meetings was well within the maximum prescribed gap of 4 months.
3. COMMITTEES OF THE BOARD
During the year under report the Board had Four Committees i.e. Audit Committee, Share Transfer Committee, Investors Grievance Committee and Remuneration Committee.
A. AUDIT COMMITTEE
i) BROAD TERMS OF REFERENCE
The terms of reference of Audit Committee cover the matters specified for Audit Committee under Clause 49 of the Listing Agreement as well as under the Companies Act.
iii) Meetings / Attendance
During the financial year under report, Audit Committee met 4 times i.e 30.05.2013, 12.08.2013, 16.11.2013 and 25.02.2014. The attendance of the members of the Committee is given below:-
The Chairman of Audit Committee was present at the Annual General Meeting of the Company held on 21.09.2013
The Company Secretary acted as the Secretary of the Audit Committee.
B. SHARE TRANSFER COMMITTEE
The Company has a Committee of Directors titled as Share Transfer Committee to deal with registration of share transfers, issue of duplicate share certificates and related matters. Sh. Raj Paul Oswal and Sh. Ashok Oswal are members of the Committee. The Committee meets frequently to dispose of the above matters effectively and expeditiously. During the year under report Share Transfer Committee held 23 meetings.
C. INVESTORS GRIEVANCE COMMITTEE
The Company has an Investors Grievance Committee to redress the grievances of investors. It consists of 4 directors namely Sh. Pawan Kumar Bahl, Sh. Raj Paul Oswal, Sh Ashok Oswal and Sh. Raghubir Chand Singal. Sh. Pawan Kumar Bahl, Non-Executive Independent Director is the Chairman of the Committee. The Company attends to Investors grievances/ correspondence expeditiously and usually a reply is sent within 15 days of receipt of letter except in the cases that are constrained by dispute or legal impediment. The total complaints received during the year were 4 which were resolved. There was no outstanding complaint as on 31st March, 2014.
The Company has constituted Remuneration Committee in line with the Companies Act and Clause 49 of the Listing Agreements. The Remuneration Committee Comprises of three members namely Sh. Pawan Kumar Bahl, Sh. Raghubir Chand Singal and Dr. Yash Paul Sachdeva. Sh.Pawan Kumar Bahl, is the Chairman of the said Committee. All these members are Non-Executive Independent Directors of the Company.
4. DETAILS OF REMUNERATION PAID TO ALL THE DIRECTORS FOR THE YEAR ENDED ON 31.03.2014
During the year under Report, no remuneration was paid to any Director. However, sitting fee of Rs. 500/- was paid to Sh. Pawan Kumar Bahl, Sh. Raghubir Chand Singal and Dr. Yash Paul Sachdeva, the three Independent Directors, in respect of each meeting of the Board /Committees of the Board attended by them. Total amount paid/payable to these Directors as sitting fee was Rs. 9,000/- during the year under report.
5. COMPLIANCE OFFICER
Sh. R.P. Sharma, Company Secretary, is the Compliance Officer.
A None of the transactions with any of the related parties were in conflict with the interests of the Company at large.
B. There has been no case of any penalties/strictures imposed on the Company by Stock Exchange(s), or SEBI or any other statutory authority, on any matters related to capital markets during the last 3 years.
C. The Company has not adopted a whistle blower policy. However, no person of the Company has been denied access to the Audit Committee.
D. The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with Stock Exchanges on Corporate Governance. As regards Non-Mandatory requirements, the Company will endeavor to implement them to the extent possible.
7. MANAGING DIRECTOR'S CERTIFICATE
The Managing Director of the Company has furnished the requisite certificate to the Board of Directors under Clause 49 of the Listing Agreement.
8. MEANS OF COMMUNICATION
Quarterly/Half Yearly Results Published in the Leading National _and vernacular News Papers
Whether MD & A is a part of Annual Report Yes
9. SHAREHOLDER INFORMATION
A. Annual General Meeting
Date : 30thSeptember, 2013
Time : 11:00 A.M.
Venue : Rotary Bhawan, Near Deepak Hospital, Sarabha Nagar, Ludhiana.
B. FINANCIAL CALENDER FOR THE YEAR 2014-15
Financial Reporting for the quarter ending June, 2014 28th August, 2014
Financial Reporting for the quarter ended September, 2014 Mid November, 2014
Financial Reporting for the quarter ending December, 2014 Mid February, 2015
Financial Reporting for the quarter ending March, 2015 Mid May, 2015
C. REGISTRARS AND SHARE TRANSFERAGENT (FOR BOTH PHYSICALAND DEMAT SEGMENTS)
M/s. Beetal Financial & Computer Services (P) Ltd.,
Beetal House, 3rd Floor, 99 Madangir, BH-Local Shopping Complex, Near Dada Harsukhdas Mandir, New Delhi-110062.
Tel: 011-29961281, 29961282; Fax: 011-29961284 E mail:- firstname.lastname@example.org , email@example.com
D. SHARE TRANSFER SYSTEM
Shares lodged for Transfer are normally processed within 15 days from the date of receipt.
E. INVESTORS CORRESPONDENCE
All queries of investors regarding the Company's Shares in Physical/Demat form may be sent to Registrar & Share Transfer Agent at the address mentioned above or to the Company at the following address:-
M/s Oswal Spinning and Weaving Mills Ltd.
Registered Office: 11 & 12, 1st Floor; Block-F, Main Market,
Near Orient Cinema, B.R.S. Nagar, Ludhiana-141012.
Phone: 0161-2463182, 83, 84 Fax: 0161-2463181. E-mail: firstname.lastname@example.org
E. LISTING ON STOCK EXCHANGES
Company's equity shares are listed at the following stock exchanges:-
2) Bombay Stock Exchange Limited, Mumbai.
3) Ludhiana Stock Exchange Limited, Ludhiana.
4) Ahmadabad Stock Exchange Limited, Ahmadabad.
5) Delhi Stock Exchange Limited, New Delhi.
6) The Calcutta Stock Exchange Limited, Kolkata.
Due to lack of trading, the Company has applied to stock exchanges at Ludhiana, Delhi, Ahmadabad and Calcutta for delisting of its Company's shares from these Stock Exchanges.
F. DEMATERIALISATION OF SHARES
As per notification issued by the Securities and Exchange Board of India (SEBI), the trading in the Company's shares is permitted only in Dematerialised form w.e.f. 30.04.2001. In order to enable the shareholders to hold their shares in electronic form and to facilitate scripless trading, the Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL).
G. OUTSTANDING GDRs/ADRs/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY
The Company has not issued any GDRs/ADRs/Warrants or any other Convertible instruments.
H DETAIL OF PUBLIC FUNDING OBTAINED IN THE LAST THREE YEARS
The Company has not raised any public funding in the last three years.
I. UNCLAIMED DIVIDEND
There were no unclaimed dividends etc. to be transferred by the Company to the Investor Education and Protection Fund, as at 31st March, 2014 pursuant to the Companies Act.
J. PLANT LOCATION OF THE COMPANY
G.T. Road, Village Doraha, Distt. Ludhiana-141 421. PUNJAB.
Phone: 01628-258755, 258756.
K. DEPOSITORY SERVICES
For guidance on depository services, shareholders may write to the Company or respective Depositories.
L. CEO CERTIFICATION
AS required under Clause 49 of the Listing Agreement, a certificate duly signed by the CEO was placed at the meeting of the Board of Directors held on 30.05.2014.
M. SECTERIAL AUDIT FOR RECONCILIATION OF CAPITAL
The Securities and Exchange Board of India has directed vide circular No. D&CC/FITTC/ CIR-16/2002 dated 31.12.2002 that all issuer Companies shall submit a Certificate of Capital Integrity, Reconciling the total shares held in both the depositories viz. NSDL and CDSL and in physical form with the total issued/paid-up capital.
The said certificates duly certified by a practicing Company Secretary have been submitted to the Stock Exchanges where the securities of the Company are listed within 30 days of the end of the each quarter.