CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Board of Directors are focused on the meeting their prime objective of maximization of shareholders wealth. The Listing Agreement entered into by the Company with the Stock Exchanges contemplates compliance with the Code of Corporate Governance. The Company conducts its affairs with a blend of the following aspects in their required proportions:
- Impartial treatment for all shareholders
- Operating under the purview of the statute.
- Ethical Practices
- Shareholder's wealth maximization
As a part of the compliances of the revised Clause 49 of Listing Agreement, the Company presents hereunder the required disclosures in the form of a Report for information of all the stakeholders.
BOARD OF DIRECTORS
The Board of Directors comprises FIVE members consisting of Three Independent-Non executive directors.
Meetings of the Board of Directors
The Board of Directors met 8 times during the financial year. Information supplied to the Board
The Board members are given agenda papers along with necessary documents and information in advance of each meeting of the Board and Committees. In addition to the regular business items, the following are regularly placed before the Board to the extent applicable.
• Quarterly and Half yearly results of the Company
• Minutes of the Audit Committee and other Committee meetings
• Details of Agreements entered into by the Company
• Particulars of Non-Compliance of any statutory or Listing requirement
Minutes of the Board Meeting
The minutes of the proceedings of every Board and all committee meetings are prepared and approved/initialed by the Chairman within 30 days from the conclusion of the respective meeting.
Code of Ethics
The Company has prescribed a code of ethics for its Directors and senior management personnel. A declaration by the Executive Director to the effect that all the Directors and the senior management personnel have complied with the Code of Ethics laid down for this purpose for the year 2014-2015 is given below:
Declaration - Code of Conduct
This is to confirm that the Board of Directors has laid down a code of conduct for all Directors and senior management personnel of the Company. It is further confirmed that all the Directors and senior management personnel of the Company have duly complied with the Company's Code of Conduct during the financial year 2014-2015, as required under Clause 49 of the Listing Agreement with the Stock Exchanges.
The Board of Directors has set up committees of Directors to deal with various matters of specific nature which require concentrated and more focused attention and to arrive at quick and timely decisions in these matters.
The Board of Directors has delegated its certain powers to the committees of Directors and these committees shall excise such power and give the report of the output to the Board for approval at subsequent meetings. The Board has constituted three committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
Terms of Reference:
The terms of reference of the Audit committee include the following:
1. Review of the quarterly, half yearly and annual financial results of the Company before submission to the Board.
2. Overseeing the financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
3. Holding periodic discussions with statutory auditors and internal auditors of the Company concerning the accounts of the company, internal control systems, scope of audit and observations of auditors.
4. Making recommendations to the Board on any matter relating to the financial management of the Company, including the audit report.
5. Recommendations with respect to appointment and removal of external auditors, fixation of audit fees and also approval of fee for any other services by the auditors.
6. Investigating into any matter in relation to items specified in section 177 of the Companies Act, 2013 or as may be referred to it by the Board and for this purpose to seek any relevant information contained in the records of the Company and also seek external professional advice if necessary.
7. Making recommendations to the Board on any matter relating to the financial management of the Company.
During the year, Four Audit Committee meetings were held respectively on 15.05.2014, 05.08.2014, 06.11.2014 and 02.02.2015.
Composition of Audit committee:
During the year, due to resignation of Mr. Ankit Agarwal, the Audit Committee needs to reconstituted with the Addition of Mr. Harshit Agarwal as a Chairman of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
Terms of Reference:
The Nomination and Remuneration Committee constituted by the Company is responsible for looking into the remuneration payable to the Whole-time Directors and other Employees of the Company. The Non-Executive Directors of the Company are not entitled for any remuneration other than fee payable for attending Board & Committee Meetings. The Committee frames the policy on specific remuneration packages for Whole-time Directors including pension rights and compensation payments. The Committee also approves the Remuneration Policy for employees other than Whole-time Directors as may be recommended to it. The Company has a regular appraisal Policy for all employees.
During the year, due to resignation of Mr. Ankit Agarwal, the Nomination and Remuneration Committee needs to be reconstituted with the Addition of Mr. Harshit Agarwal as a Chairman of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee of the Company is constituted with three directors, viz.
Meetings of the Committee and Attendance
During the year, the meeting of Nomination and Remuneration Committee meeting was held on 08.08.2014.
The remuneration of the Executive Director is fixed by the Remuneration Committee as constituted above. The Non-Executive Directors are not paid any remuneration. The remuneration of Employees other than Whole-time Directors is approved by the Remuneration Committee based on recommendations made to it.
Non-Executive Directors are only entitled to sitting fees for attending Board and Committee Meetings
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition as on date
During the year, due to resignation of Mr. Ankit Agarwal, the Stakeholder Relationship Committee needs to be reconstituted with the Addition of Mr. Harshit Agarwal as a Chairman of the Stakeholder Relationship Committee.
• No transaction of material nature has been entered into by the company with directors or management and their relatives etc that may have a potential conflict with the interests of the company. The Register of contracts containing transactions in which directors are interested is placed before the Board regularly.
• There has been no instance of non-compliance by the Company on any matter related to capital markets. Hence the question of penalties or strictures being imposed by SEBI or Stock Exchanges does not arise.
• The Company is in compliance with all the mandatory requirements of Corporate Governance and has fulfilled the non- mandatory requirements as prescribed in Annexure 1D of the revised Clause 49 of the Listing Agreement with Stock Exchanges.
• The Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India, to the extent applicable, in the preparation of Financial Statements.
• The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management control risks through means of a properly defined framework.
• The Company has adopted with the Code of Conduct applicable to all Directors, senior management and employees. The Declaration as required under Clause 49 is as below:
"All the Directors and Senior Management of the Company have affirmed compliance with the Company's Code of Conduct for the financial year ended 31st March, 2015"
• CEO/ CFO Certification: The Executive Director has given a certificate as contemplated in Clause 49 of the Listing Agreement.
• The requirements of the Audit and other Committees as contemplated in Clause 49 have been complied with as per the report set above in respect of the same.
8. MEANS OF COMMUNICATION
The Company has published financial results within time specified i.e. 48 hours as required by the Listing agreement. No targeted presentations were made during the year under review. The Management Discussion & Analysis Report forms part of the Annual Report of the Company as required under the Listing Agreement.
9. GENERAL SHAREHOLDER INFORMATION
1) Annual General Meeting Schedule: Monday the 28th September, 2015 at 12.00 PM at 314, R.G. Mall, Opposite Dharmkunj Appartment, Sector-9, Rohini, New Delhi-110085.
2) Financial Calendar (2015-2016) (Tentative) :
The Financial year of the Company is 1st April to 31st March.
Financial Year reporting for Proposed date
Un-audited Financial Results for quarter ended 30.06.2015 : Last week of July, 2015
Un-audited Financial Results for quarter ended 30.09.2015 : Last week of October, 2015
Un-audited Financial Results for quarter ended 31.12.2015 : Last week of January, 2016
Un-audited/Audited Financial Results for quarter/year ended 31.03.2016 : Last week of April, 2016
Annual General Meeting : August, 2016
3) Dates of Book Closure : 21st September, 2015 to 28th September, 2015 (both days inclusive)
4) Dividend Payment Date : Not Applicable
5) Listing at Stock Exchanges : Bombay Stock Exchange Ltd
6) Listing Fees : The Listing fees for the year 2014-2015 paid to BSE
7) Scrip Code : 506122
8) ISIN No. : INE820M01018
9) CIN No. : L65990DL1982PLC256291
11) Registrar & Share Transfer Agents : Skyline Financial Services Pvt Ltd D-153 A, 1st Floor, Okhla Industrial Area, Phase - I,New Delhi - 110 020 Tel No. 011-26812682
12) Share Transfer process : 100% shareholding in demat mode, therefore, no request received for physical transfer of shares
14) Dematerialization of shares: The Company has entered into an Agreement with M/s Skyline Financial Services Pvt. Limited as Registrar and Share Transfer Agents. As on the date of this report, all the shares held in dematerialization form.
15) Outstanding Bonds/ Convertible Instruments : NIL
16. Address for Communication and Registered Office : 314, R.G. Mall, Opposite Dharmkunj Appartment, Sector-9, Rohini, New Delhi-110085 Tel: 9891442777 E-Mail: firstname.lastname@example.org