CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON THE CODE OF GOVERNANCE
Corporate Governance philosophy stems from our belief that corporate governance is a vital element in improving effectiveness and growth as well as enhancing long term investor confidence in any organization.
Company's philosophy is to keep transparency towards all the stakeholders and Achieving transparency and professionalism in all decisions and activities of the company and Reviewing periodically the existing systems and controls for further improvements. Being small listed Company, your Company is in continuous efforts to incorporate best corporate government practices in organization year after year.
2. BOARD MEETINGS
The Board met 7 times on the following dates during the financial year from 1st October 2012 -till 31st March 2014.
13/02/2014, 28/10/2013, 14/10/2013, 14/08/2013, 15/05/2013, 21/01/2013 and 8/10/2012
3. Committees of the Board:
A. AUDIT COMMITTEE:
Audit Committee also meets with the requirements of Section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement and the terms of reference stipulated by the Board for the Audit Committee covers the matters specified in aforesaid Section & Clause of Listing Agreement.
Mr. Santosh Kamankar, Mr. Vaibhav Malsane, and Mr. Vikas Malekar constitute members of the Audit Committee and Mr. Santosh Kamankar is the Chairman of the Audit Committee.
i. Number of Audit Committee Meetings held and the dates-:
Six Audit Meetings were held in the Financial Year 2012- 2014 on 8th October 2012, 21st January 2013, 15th May2013, 14th Aug, 2013, 28th Oct 2013, and 13th February 2014. All the Committee Members attended all the Meetings.
ii. Terms of Reference-:
The Audit Committee of the Board, inter-alia, provides reassurance to the Board on the existence of an effective internal control environment that ensures:
iii. Efficiency and effectiveness of operations-:
1. Safeguarding of assets and adequacy of provisions for all liabilities.
2. Reliability of financial and other management information and adequacy of disclosures
3. Compliance with all relevant statutes.
iv. The Audit Committee is empowered pursuant to its terms of reference inter - alia, to -:
1. Investigate any activity within its terms of reference and to seek any information required from any employee.
2. Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary/
v. The role of the Committee is :
1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
2. Recommending the appointment and removal of external auditors, fixation of audit fee and approval of payment of fees for any other services rendered by them.
3. Reviewing with the management the financial statements before submission to the Board, focusing primarily on :
a. Any changes in accounting policies and practices
b. Major accounting entries based on exercise of judgment by management
c. Qualifications in the draft audit report
d. Significant adjustments arising out of audit
e. The going concern assumption
f. Compliance with accounting standards
g. Any related party transactions as per the accounting standards
h. Compliance with legal requirements concerning financial statements
4. Reviewing with the management, external and internal auditors the adequacy of internal control system and the Company's statement on the same prior to the endorsement by the Board.
5. Reviewing reports of internal audit and discussions with them on any significant findings and follow-up thereon.
6. Reviewing the findings of any internal investigations by the internal audit where there is a suspected fraud or irregularity or failure of internal control system.
7. Discussions with the external auditors before the audit commences on nature and scope of audit as well as after conclusive audit to ascertain any areas of concern and review the comments contained in the management letter.
B. NOMINATION AND REMUNERATION COMMITTEE:
Companies Act 2013 requires Nomination & Remuneration Committee to comprise of three or more non-executive directors out of which not less than one-half shall be independent directors. In pursuance to the new provisions of the Companies Act, 2013, the Company renamed its Remuneration Committee as Nomination & Remuneration Committee.
(i) Terms Of Reference:
1.Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
The Committee has been re-named on 25th April 2014 and the Committee comprised of Mr. Santosh Kamankar & Mr. Vaibhav Malsane and Mr. Vikas Malekar as its members.
(iii) Number of Committee Meetings held and the dates-:
As the Company is a loss making Company, no remuneration was paid to any Director during the period under report. Hence no meeting of the Remuneration Committee was held during the year under review.
C). STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board also re-named and re-constituted Shareholders & Investors Grievance Committee as Stakeholders Relationship Committee in terms of the provisions of Companies Act 2013 read with revised Clause 49 of the Listing Agreement and Mr. Santosh Kamankar and Mr. Vikas Malekar are the members of the Committee.
ii. Terms of Reference:
1. To consider and resolve the grievances of security holders of the company.
2. To redress / resolve complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.
The Company during the year received some investors complaints through SCORES portal (SEBI Complaints Redressal System) of Securities & Exchange Board of India (SEBI) at www.scores.gov.in and requisite actions were taken by the Company in time. The Company has no pending complaints / transfers at the close of the financial year.
4. GENERAL BODY MEETING:
a) Subsidiary Companies
The Company does not have any subsidiary as on 31st March, 2014.
(b) Disclosure on Materially Significant Related Party Transactions
There were no materially significant related party transactions during the financial year from 01.10.2012 till 31.03.2014, 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.
(c) 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.
(d) Proceeds from Public Issue/ Preferential Issue
The Company has not raised any proceeds from the public issue/ preferential issue during the year under review.
(e) Management Discussion and Analysis Report
The Management Discussion and Analysis Report has been provided as Annexure to the Directors' Report.
(f) Profile of Directors Seeking Appointment / Re-appointment
The profile of the directors seeking appointment / re-appointment forms part of Notice of AGM.
(g) Details of Non-compliance with regard to Capital Market
Company's securities are presently suspended at BSE and Company is in full efforts to comply with all norms of BSE so that the suspension is revoked by BSE and trading can be resumed which will give value to the stakeholders of the Company. Apart from this there are no other non compliances with regard to capital market.
(h) Details of Compliance with Mandatory Requirements and Adoption of Non-mandatory Requirements of Clause 49 of the Listing Agreement
1. Separate posts of Chairman and CEO:
The company may appoint separate persons to the post of Chairman and Managing Director/CEO.
(i) Whistle Blower Policy & Vigil Mechanism:
In its Endeavour to provide its Board, senior Management and employees, if any 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 behaviour, actual or suspected fraud or violation of Company's code of conduct or ethics policy to the Ombudsman. (Mr. Santosh Kamankar, Independent Director of the company).
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.
2. MEANS OF COMMUNICATION:
The Board of Directors of the Company approves and takes on record the un-audited/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.rajpipes.com . alongwith the websites of the Stock Exchange: www.bseindia.com .
The Company did not have any related party transaction which may have potential conflict with the interest of Company. Nature and other particulars of such transactions have been disclosed and are forming part of the notes to the accounts.
5. GENERAL SHAREHOLDER INFORMATION
Registered Office :
32/33, Bombay Mutual Bldg., Dr. D. N. Road, Fort, Mumbai - 400 001
Book Closure Date :
1st June, 2014 to 5th June 2014 (both days are inclusive)
AGM Date & Venue
Date: 5th June 2014, 32/33, Bombay Mutual Bldg., Dr. D. N. Road, Fort, Mumbai - 400 001
Dividend Payment :
No dividend declared
Listing on Stock Exchange :
Bombay Stock Exchange Ltd. (BSE)
Listing Fees : 2014-15
Trading Group : The script is suspended from trading on BSE.
Stock Codes :513406
ISIN No. : INE649D01010
Buy-Back Of Shares :
There was no buy-back of shares during the period under review.
Share Transfer System :
Link Intime India Pvt. Ltd.
C-13, Pannalal Silk Mills Compoumd, L.B.S. Marg, Bhandup (W), Mumbai - 400078 Email: firstname.lastname@example.org
Tel: 022-25963838 Fax 022-25946969 Company's Web Site: www.rajpipes.com
6. KEY FINANCIAL REPORTING DATES FINANCIAL YEAR 2014-15
a) 1st Quarter Results - within 45 days from the end of the Quarter
b) 2nd Quarter Results- within 45 days from the end of the Quarter
c) 3rd Quarter Results - within 45 days from the end of the Quarter
d) 4th Quarter Results - within 45 days from the end of the Quarter
7. DEMATERIALIZATION OF SHARES
The equity shares of the Company are suspended. As on 31st March, 2014, 435900 equity shares i.e. 14.06% of the total paid up equity capital were held in electronic form with Central Depository Services (India) Limited (CDSL). All the demat requests were generally processed and confirmed within 15 days of receipt.
8. Address for correspondence:
RAJ IRRIGATION PIPES & FITTINGS LIMITED
32/33, Bombay Mutual Bldg., Dr. D. N. Road, Fort, Mumbai - 400 001
Tel: 022-22663284 , 24143502 Email: email@example.com
Shareholders correspondence may be directed to the Company's Registrar and Share Transfer Agents whose address is given below:
M/s. Link Intime India Pvt. Ltd.
C-13, Pannalal Silk Mills Compoumd, L.B.S. Marg, Bhandup (W), Mumbai - 400078
Tel: 022 - 25963838 Fax No: 25672693
9. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As stipulated by the Securities and Exchange Board of India, Reconciliation of Share Capital Audit report have been carried out, by Firm of Practicing Company Secretary, to reconcile the total admitted capital with 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 CDSL) and total number of shares in physical form.