Corporate Governance Report for the year ended on 31st March 2015
1 Company's Philosophy:
We believe that good corporate Governance is essential to achieve long-term corporate goals and to enhance stockholders value. Company is a listed company on the BSE. The Company has complied with in all material respect with the features of corporate governance as specified in the Listing Agreement.
2 Board of Directors:
The Chairman of the Board is an Independent Director.
As required under Section 149(3) of the Companies Act, 2013, & Clause 49 of Listing Agreement, Ms Sunita Rana, a Independent Director, has been appointed as a Woman Director on the Board.
3 COMMITTEES OF THE BOARD.
(a) Audit Committee
The Audit Committee continued working under Chairmanship of Shri B.R.Goyal with Shri S.S.Shaktawat and Ms. Sunita Rana as co-members. During the year, the sub-committee met on four occasions with full attendance of all the members.
The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:
! Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.
! Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.
! Review the Management Discussion & Analysis of financial and operational performance.
! Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).
! Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors to get their inputs on significant matters relating to their area of audit.
(b) Remuneration Committee
In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing "Compensation Committee" as the "Nomination and Remuneration Committee".
The terms of reference of the Committee inter alia, include the following:
! Succession planning of the Board of Directors and Senior Management Employees;
! Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;
! Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
! Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
! Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.
(c) Risk Management Committee
Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
The objectives and scope of the Risk Evaluation and Management Committee broadly comprises:
! Oversight of risk management performed by the executive management;
! Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;
! Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;
! Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
(d) Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".
The terms of reference of the Committee are:
! transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;
! issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
! issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;
! issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;
! to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;
! to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;
! to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
! to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;
! monitoring expeditious redressal of investors / stakeholders grievances;
! all other matters incidental or related to shares, debenture
The composition of the Stakeholders' Relationship Committee as at March 31, 2015 consisted of Shri B. R. Goyal, Sh. S. S. Shektawat, Sh. Rishabh Goel and Ms Sunita Rana. The committee held its meeting on 31.12.14 which was attended by all the four members.
During the year, 4 complaints were received from shareholders, and all the 4 complaints have been attended/resolved. As on March 31, 2015, no investor grievance has remained unattended/ pending.
(e) Independent Directors' Meeting
During the year under review, the Independent Directors met on 31st December, 2014, inter alia, to discuss:
• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.
• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
• All the Independent Directors were present at the Meeting.
(f) Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
(a) Materially Significant related party transactions
There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company.
(b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years.
There was no instance of levy of any penalties during the last three years.
Compliance with Accounting Standards
In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.
CEO & MD / CFO Certification
The CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Director of the Company is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
4 Means of Communication
i. Yearly report sent to each shareholders registered address
ii. In which newspapers quarterly results were normally published: Financial Express & Dainik Lokmat
iii. Any Website where results or official news are displayed :www.rpsl.com
No presentation made to institutional investors or to the analysts. Management Discussion & Analysis are a part of Annual Report.
5 General Shareholder Information
Market Information Listing on Stock Exchanges
The Company's shares are listed on the BSE and the Listing Fee for the FY 2015-16 has already been paid to the Exchange:
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001
Stock Code/Scrip Code :506978
ISIN Number for CDSL (Dematerialised share):
SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERS
The Company has appointed Skyline Financial Services Pvt. Ltd. as Registrar and Transfer Agent for looking into the share transfer process and the share certificates are generally returned to the transferees within a period of fifteen days from the date of receipt of transfer provided the transfer documents lodged with the Company are complete in all respects.
Nomination facility for shareholding
As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form our Registrar and Transfer Agent. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.
Permanent Account Number (PAN)
Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.
vii. Reconciliation of Share Capital Audit
The Auditors' Certificate in this regard is submitted to BSE Limited and the National Stock Exchange of India Limited and is also placed before the Board of Directors.
FINANCIAL CALENDAR 2015:
AGM - Date, time and venue
Monday, 28th September,2015 at 11.00 A.M
Book Closure Date
22nd September to 28th September,2015
Listing of Eq. shares on stock exchanges.
Demat ISIN in CDSL
Market Price Data and other related informations
Registrar & Transfer Agents
Skyline Financial Services Pvt. Ltd.D-153A, 1st Floor Okhla Industrial Area, Phase-I, New Delhi-110020
Board Meeting for consideration of Accounts for the financial year ended March 31, 2015 and recommendation of dividend
Posting of Annual Reports
Last date for receipt of Proxy Forms
Probable date of despatch of warrants
Board Meeting for consideration of unaudited quarterly results for the financial year ended March 31, 2015
Audited results for the current financial year ending March 31, 2015
For and on behalf of the Board
(S.S. Shektawat) Director
Place: New Delhi