REPORT ON CORPORATE GOVERNANCE
A. MANDATORY REQUIREMENTS:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
We at QPRO Infotech Limited view Corporate Governance as one of the most important aspects of building sustainable organization. We believe that following best Corporate Governance practices, maintaining transparency and dissemination of maximum information to stakeholders is healthy to the Company and its stakeholders. Our Corporate Governance practices are constantly in line with compliance requirements of various statutory rules and regulations.
2. BOARD OF DIRECTORS
As on 31st March, 2015, the strength of the Board is Four Directors. The Board comprises of Executive and Non-Executive Directors. The Company has a broad based Board comprising more than 50% Non-Executive Independent Directors. The Non-Executive Directors brings in a wide range of skill and experience to the Board. The composition of the Board is in conformity with Clause 49 of the Listing Agreement, with the stock exchange.
Board meetings of the Company
The Board has duly complied with the Secretarial Standard 1 and Clause 49 of the Listing agreement for holding the Board meetings of the Company. The meetings were held within a gap of three months and all the procedures were duly accorded and maintained while the meeting was held. Four Board Meetings were held in the Financial Year 2014-2015. The dates on which the said meetings were held are as follows:
1. Subsidiary Companies
The Company does not have any subsidiary as on 31st March, 2015.
2. Disclosure on Materially Significant Related Party Transactions
There were no materially significant related party transactions during the financial year 2014-15, that may have potential conflict with the interest of the Company at large. The details of the related party transactions as per Accounting Standard-18 form part of Notes to Accounts.
3. Disclosure of Accounting Treatment
The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standards.
4. Proceeds from Public Issue/ Preferential Issue
The Company has not raised any proceeds from the public issue/ preferential issue during the year under review.
5. Management Discussion and Analysis Report
The Management Discussion and Analysis Report has been provided as Annexure to the Directors' Report.
6. Profile of Directors Seeking Appointment / Re-appointment
The profile of the directors seeking appointment / re-appointment forms part of Notice of AGM.
7. Details of Non-compliance with regard to Capital Market
With regard to the matters related to capital market, the Company has complied with all the requirements of Listing Agreement as well as SEBI regulations. No penalties were imposed or strictures passed against the Company by the stock Exchanges, SEBI or any other statutory authority during the last three years in this regard.
8. Details of Compliance with Mandatory Requirements and Adoption of Non-mandatory Requirements of Clause 49 of the Listing Agreement
¦ Separate posts of Chairman and CEO:
The company has appointed separate persons to the post of Chairman and Managing Director/CEO.
¦ Whistle Blower Policy & Vigil Mechanism:
In its Endeavour to provide its Board, senior Management and employee a secure and a fearless working environment, Company has established the "Whistle Blower Policy/ Vigil Mechanism.
The purpose of the policy is to create a fearless environment for the employees to report any instance of unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethics policy to the Ombudsman.
The framework of the policy strives to foster responsible and secure whistle blowing. This policy should be read in conjunction with applicable regulations & existing policies and procedures of Company.
9. MEANS OF COMMUNICATION:
The Board of Directors of the Company approves and takes on record the unaudited/audited financial results in the Performa prescribed by the Stock Exchange within one and half month of close of quarter/half year and announces forthwith the results to all Stock Exchange where the shares of the Company are listed. The results, presentations and all other official news releases are displayed at the Company's website: www. qproinfotechltd.com along with the websites of the Stock Exchange: www.bseindia.com
10. GENERAL SHAREHOLDERS INFORMATION:
i. Annual General Meeting
Date : 2 6th September 2015
Time : 10.30 AM
Address: Shop No.B/39,Ground Floor,Shourie Complex Super Market,Near Bombay Bazar,J P Road,Andheri-west, Mumbai- 400058
a) April to March
b) 1st Quarter Results - within 45 days from the end of the Quarter
c) 2nd Quarter Results- within 45 days from the end of the Quarter
d) 3rd Quarter Results - within 45 days from the end of the Quarter
e) 4th Quarter Results - within 60 days from the end of the Quarter
iii. Date of Book Closure: 19thSeptember 2015 till 26th September 2015 (both days inclusive)
iv. Listing on Stock Exchanges
The Bombay Stock Exchange, Mumbai
v. ISIN Number for CDSL/NSDL
vi. BSE Scrip Code
vii. Registrar and Transfer Agents
Cameo Corporate services Limited, Subramanian Building, No. 1,Club House Chennai 600 002.Tele. 044-28460390-05. Fax : 044-28460129. E-mail: email@example.com Road,
viii. Registered Office
Shop No. 39-B, Ground Floor, Shourie Complex Super Market, Near Bombay Bazar , J P Road, Andhrei(W) ,Mumbai ,Maharashtra ,400058 Emial: firstname.lastname@example.org Website: www.qproinfotech.in
ix. Listing of Equity Shares:
The securities of your Company are listed at BSE however the same is suspended by BSE & Company is in process to relist the same.
x. Buy-Back Of Shares:
There was no buy-back of shares during the year under review.
xi. Share Transfer System:
All the transfer received are processed by the Share Transfer Agent Cameo Corporate services Limited, Subramanian Building, No. 1,Club House Road, Chennai 600 002., and approved by the Board/Committee and returned well within the stipulated period from the date of receipt
xiii. Dematerialization of shares
The total equity share Capital of the Company is 65,00,000/- as on 31st March 2015, shares are in Physical form.
xiv. Address for correspondence:
QPRO INFOTECH LIMITED:
Shop No. 39-B, Ground Floor, Shourie Complex Super Market, Near Bombay Bazar, J P Road, Andhrei (W) ,Mumbai ,Maharashtra ,400058 Email:- email@example.com
Shareholders correspondence may be directed to the Company's Registrar and Share Transfer Agents whose address is given below:
CAMEO CORPORATE SERVICES LIMITED,
Subramanian Building, No. 1, Club House Road, Chennai 600 002. Tele. 044-28460390-05. Fax : 044-28460129. E-mail: firstname.lastname@example.org
11. Secretarial Audit Report
As stipulated by the Securities and Exchange Board of India, Secretarial Audits have been carried out, by Firm of Practicing Company Secretary, to reconcile the total admitted capital with National Securities Depository Limited (NSDL) 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 the stock exchanges and is also placed before the board of directors. The audit, inter alia, confirms that the total listed and paid-up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
12. Declaration under Clause 49(I)(D) of the Listing Agreement for compliance with the Code of Conduct
In terms of the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, it is hereby declared that the Members of the Board of Directors of the Company have affirmed the compliance with the Code of conduct for the year ended 31st March, 2015.
BY ORDER OF THE BOARD,
For QPRO Infotech Limited. Sd/- Sd/-
Dated:2nd September 2015