CORPORATE GOVERNANCE REPORT
1) COMPANY'S PHILOSOPHY:
The Corporate Governance code as introduced by Securities and Exchange Board of India (SEBI) in pursuance of clause 49 of Listing Agreement and subsequently amended from time to time.
The company believes in maximum utilization of resources at minimum cost and attaining maximum long term shareholders value. The company has also consistently followed good corporate policy and enhanced its value in the eyes of shareholders, Bankers, Customers and Employees.
We believe in demonstrating high level of accountability, maintaining high standards of transparency, timely disclosures and dissemination of price sensitive information, ensuring thorough compliance with all applicable laws and regulations and conducting our business in an ethical manner.
2) BOARD OF DIRECTORS:
a) Composition and category of Directors as on March 31, 2015:
The Board of Directors of the Company comprises of a fair number of Independent professionally competent and acclaimed Non Executive Directors. The Board of Directors of the Company consists of four Members.
3) Code of Conduct:
The Code of Conduct, which has been formulated for the Board Members and Senior Members and Senior Management Personnel of the Company, is posted on the website of the Company, viz. www.rutroninternational.com
4) BOARD COMMITTEES:
The Board has constituted the following committees :
I) Audit Committee
II) Nomination & Remuneration Committee**
III) Shareholders / Investors Relations and Grievance Committee*
*The name of the Committee was renamed from Share Transfer - cum - Investor Grievance Committee to Shareholders / Investors Relations and Grievance Committee in the Board Meeting held on 12th February, 2015
**The name of the Committee was renamed from Remuneration Committee to Nomination & Remuneration Committee in the Board Meeting held on 12th February, 2015
I) AUDIT COMMITTEE:
The Audit Committee comprises of three Directors, namely
1. Mr. Ashok Soni Chairman
2. Mr. Omprakash Agrawal Member
3. Mrs. Chhaya Soni Member
B. Terms of reference:
(a) Review of the Company's financial reporting process and financial statements.
(b) Review of accounting and financial policies and practices.
(c) Review of Internal control systems.
(d) Discussion with Statutory Auditors on any significant findings and follow-up thereon.
(e) Reviewing the Company's financial and risk management policies.
(f) Related Party Transactions
(g) Internal audit reports and adequacy of internal audit function
C. Powers of Audit Committee:
The Audit Committee has the following powers:
i) To investigate any activity within its terms of reference;
ii) To seek information from any employee;
iii) To obtain outside legal or other professional advice;
iv) To secure attendance of outsiders with relevant expertise, if it considers necessary.
D. Audit committee Meetings and Attendance:
The Committee has met four (4) times during the financial year ended 31st March 2015 i.e. on 30th May, 2014, 14th August 2014, 14th November 2014, and 12th February 2015.
B. Terms of Reference:
The broad terms of reference of the committee are to appraise the performance of Executive Directors, determine and recommend to the Board compensation payable to Executive Director and whole time directors. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice.
C. Remuneration Policy:
Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Executive Director and Key managerial persons is recommended by the Nomination and Remuneration Committee. The remuneration is recommended by the nomination and Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the company etc.,
Details of Remuneration to the directors for the year:
None of the Directors were paid any remuneration during the year 2014-15. However, the Company has appointed Mr. Mukesh Chouhan as the Executive Director of the Company w.e.f 27th March 2015 with remuneration of Rs. 15,000/- per month w.e.f 1st April 2015.
III) SHAREHOLDERS / INVESTORS RELATIONS AND GRIEVANCE COMMITTEE
A. Composition and attendance:
Four (4) meetings of the committee were held during the year i.e on 30th May 2014, 14th August 2014, 14th November 2014 and 12th February 2015.
B. Terms of Reference:
The Company has a Shareholders/Investors Grievance Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.,
The committee deals with various matters relating to:
• Transfer / transmission of shares
• Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.
• Consolidation / splitting of folios
• Review of shares dematerialized and all other related matters.
• Investors grievance and redressal mechanism and recommend measures to improve the level of investors services.
C. Information on Investor Grievances for the period from 1st April, 2014 to 31st March 2015:
There are no outstanding complaints at the close of financial year which were received from shareholders during the year. The Company has no transfers pending at the close of the financial year.
The total no.of complaints received and complied during the year were :
Complaints Received: Nil Complied: Nil Pending: Nil
The complaints had been attended to within seven days from the date of receipt of the compliant, as communicated by the Registrar and Transfer Agent i.e Bigshare Services Pvt. Ltd
The Outstanding complaints as on 31st March 2015 - Nil
D. Compliance Officer:
Mr. Omprakash Agrawal is the compliance officer for complying with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992 and the Listing Agreement with the BSE Ltd.
6) OTHER DISCLOSURES:
A. Disclosure on materially significant related party transactions i.e transactions of the Company of material nature with its Promoters, the directors or the managements their subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large:
Details are given elsewhere in this report
B. There is no reported case of non-compliance by the Company and/or levy of any penalties, imposition of strictures on the Company by the Stock Exchanges or SEBI or any other statutory or other authority on any matter related to capital markets during the year under report.
C. Vigil Mechanism/ Whistle Blower Policy:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.rutroninternational.com/whistleblower.html
7) MEANS OF COMMUNICATION
* The Board of Directors of the Company approved and took on record the Un-Audited / Audited financial results within 45 days of quarter / half year and communicated the result to the Stock Exchange where the shares of the Company is listed and published in news papers as indicated above and also put on Company's website www.rutroninternational com
Note: Un-audited Financial Results were intimated to Stock Exchange within 45 days of first three quarters and Audited Financial Results for the last quarter /financial year ending within 60 days of close of financial year.
B. Management Discussion And Analysis
The Directors Report includes Management Discussions and analysis.
8) GENERAL SHAREHOLDERS INFORMATION:
(i) Annual General Meeting
Day, Date & Time: Wednesday - 30th September, 2015 at 11.00 a.m. Venue: Hotel Land Mark, Link Road, Malad West, Mumbai 400064
(ii) Financial Calendar 2015-16 (Tentative)
Tentative calendar for the year 2015-16 is as per following:-Results for the quarter ending on 30th June 2015: Second week of August 2015. Results for the quarter ending on 30th Sept. 2015: Second Week of Nov. 2015. Results for the quarter ending on 31st Dec. 2015: Second Week of Feb. 2016. Results for the quarter ending on 31st March 2016: Last Week of May 2016.
(iii) Book Closure : 26th September, 2015 to 30th September, 2015 (both days inclusive).
(iv) Equity shares listed on : 1) BSE Limited. Stock Exchanges at
(v) Stock Code
Trading Symbol at : BSE Limited (Physical Segment) 504335 RUTRINT
Demat ISIN Number in Equity Shares INE040N01029
NSDL & CDSL:
(viii) Share Transfer System
Share transfer in physical form are presently registered and returned within a period of 15 days from the date of lodgment, in case the documents are complete in all respects. The Share Transfer Committee meets once a month if there are transfers to be approved
(ix) Registrar and Transfer Agent Bigshare Services Pvt. Ltd.
E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072. Phone No. : 022-40430200, Fax No. : 022-28475207, Email id.:email@example.com Website:www.bigshareonline.com
(xii) DEMATERIALISATION OF SHARES:
Approximately 99.99% of the Equity Shares have been dematerialized up to 31st March, 2015.
Trading in Equity shares of the Company is permitted only in dematerialized form w.e.f. 26th June 2000 as per notification issued by the Securities and Exchange Board, India (SEBI).
Relevant data of the average daily working days turnover for the Financial Year 2014-2015 is given below:
Shares (in Lacs) : 0.97
Amount (in Rs. Lacs) : 6.92
(xiv) GDRs/ADRs/Warrants etc.,
The Company did not issue any GDRs/ADRs/Warrants or any convertible instruments.
INVESTOR CORRESPONDENCE FOR TRANSFER / DEMATERILISATION OF SHARES AND ANY OTHER QUERY RELATING TO THE SHARES OF THE COMPANY:
BIGSHARE SERVICES PVT. LTD.
E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072.
Any query on Annual Report:
RUTRON INTERNATIONAL LIMITED. 223, 2nd Floor, Natraj Market, S.V.Road, Malad (W), Mumbai 400 064. Other Mandatory Requirements are not applicable to the Company.