CORPORATE GOVERNANCE REPORT
(As required under Clause 49 of the Listing Agreement) The Directors present the Company's Report on Corporate Governance for the year ended March 31, 2015.
I. COMPANY'S PHILOSOPHY:
Your Company is committed to adopt the best Corporate Governance practices and endeavours continuously to implement the same in its true spirit. The philosophy of your Company is based on trusteeship, transparency and accountability.
We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of Corporate Governance. It is well-recognized that an effective Board is a pre-requisite for a strong and effective Corporate Governance. The Board of Directors of the Company ('the Board') is at the core of our Corporate Governance practices and oversees how the Management serves and protects the long-term interests of our stakeholders.
Our Corporate Governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company.
II. BOARD OF DIRECTORS: Board Procedure
The Board meets at least once in every quarter, interalia, to review the quarterly performance and the financial results. The Board Meetings are generally scheduled well in advance and the notice of each meeting is given in writing to each director. The Board papers, comprising of the agenda backed by comprehensive background information are circulated to the Directors in advance.
Composition of the Board
As on March 31, 2015, the Company's Board consists of 4 (Four) Directors having considerable professional experience in their respective fields. Out of them two are Independent Directors; one is Non - Executive Director (Chairman) and the Managing Director (Executive) of the Company.
None of the Directors on the Board are a Member of more than 10 (Ten) Committees and Chairman of more than 5 (Five) Committees across all companies in which they are Directors.
Meetings of the Board of Directors:
5 (Five) Board Meetings were held during the Financial Year ended March 31, 2015 i.e. May 6, 2014, May 30, 2014, August 11, 2014, November 14, 2014 and February 3, 2015.
The Independent Directors of the Company meet the requirements laid down under the Companies Act, 2013 and Clause 49 (II)(B) of the Listing Agreement and have declared that they do not fall under any disqualifications specified under the Companies Act, 2013. The terms of appointments of Independent Directors are placed on the Company's Website www.ramgopalpolytex.com under investors/policies/terms of appt of independent directors.
Familiarization program and Training of Independent Directors
Whenever new Independent Director is inducted on the Board, he/she is introduced to the Company's Policies and Procedures through appropriate orientation sessions. The Board of Directors of the Company adopted the Familiarization program for independent Directors to enable them to understand the business, strategies, operations, functions of the Company in depth.
Some of the key features of the program are as under:
The program is formulated to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.
2. Familiarization process
a. The Company through its Executive Directors / Senior Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.
b. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time.
3. Review of the Program
The Board may review the Program and make suitable amendments/ revisions as and when required.
4. Disclosure of the Policy
The Familiarization Policy of the Company is uploaded on the website of the Company www.ramgopalpolytex . com under investors/policies/ Familiarization Program for Independent Directors.
Performance Evaluation of Directors
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 the Directors individually as well as the evaluation of the working of Board Committees. Performance of each of your Directors is evaluated by the entire Board excluding the Director being evaluated with specific focus on the performance and effective functioning of the Board. The evaluation process also considered the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The Directors expressed their satisfaction with the evaluation process.
Separate meeting of the Independent Directors
The Independent Directors had held a separate meeting on March 31, 2015, without the attendance of Non Independent Directors and Members of Management. All the Independent Directors were present at the meeting wherein interalia, the following items were discussed in detail:
1. Review the performance of Non Independent Directors and the Board as whole.
2. Review the performance of Chairman of the Company, taking into account the views of Executive Director and Non executive Directors.
3. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
CODE OF CONDUCT
The Board has adopted a code of conduct for all Board members and senior management of the Company. The code has been circulated to all members of the Board and senior management and the compliance of the same has been affirmed by them annually. A copy of the Code has been uploaded on the Company's Website www.ramgopalpolytex.com A declaration signed by the Company's Managing Director for the compliance of these requirements is annexed to this Report.
The Committee consists of Chairman Mr. Sarwan Kumar Lihala, Mr. Abhay Mutha and Mr. Sanjay Jatia, and all of them have knowledge of finance, accounts, etc. (Consequent upon resignation of Mr. Sarwan Kumar Lihala, Mr. Abhay Mutha is appointed as Chairman and Mr. Panna Lal Jyotshi as Member of the Audit Committee). The quorum for Audit Committee meeting is of minimum two members.
The broad terms of reference of Audit Committee are in accordance with the prescribed guidelines as set out in the Listing Agreement with the Stock Exchanges that inter alia , include overseeing financial reporting processes, reviewing the financial statements, quarterly, half yearly/ annual financial results and adequacy of internal control systems, discussion with the Auditors on any significant findings etc.
NOMINATION AND REMUNERATION COMMITTEE
In compliance of Section 178 of Companies Act, 2013 the Board constituted the "Nomination and Remuneration Committee on August 11, 2014. The Committee comprises of Mr. Abhay Mutha, Independent Director as Chairman, Mr. Sarwan Kumar Lihala and Mr. Mohanlal Jatia as Members. (Consequent upon resignation of Mr. Mohanlal Jatia and Mr. Sarwan Kumar Lihala, Ms. Divya Modi and Mr. Panna Lal Jyotshi are appointed as Members of Nomination and Remuneration Committee)
The terms of reference of the Committee inter alia include identifying and selection of candidates for appointment of Directors/Independent Directors/Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel etc.
The Committee met once in a year i.e. on August 11, 2014 for the appointment of Managing Director, Chief Financial Officer and Company Secretary.
The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements. The Remuneration Policy of the Company is uploaded on the website of the Company www.ramgopalpolytex.com under investors/policies/Nomination and Remuneration Policy.
a. Remuneration to Non Executive Directors
The Non Executive Directors are paid remuneration by way of sitting fees only. The Non Executive Independent Directors do not have any material pecuniary relationship or transactions with the Company.
b. Remuneration to Executive Directors
The appointment and remuneration of Managing Director (Executive) is governed by the recommendation of Nomination and Remuneration Committee, resolutions passed by the Board of Directors and Shareholders of the Company.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with the provisions of Listing agreement and Section 178 of Companies Act, 2013, your Company renamed existing Shareholder's/ Investor's Grievance Committee to Stakeholders Relationship Committee. The Committee comprises of Mr. Mohanlal Jatia as the Chairman, Mr. Sanjay Jatia and Mr. Sarwan Kumar Lihala as Members. (Consequent upon resignation of Mr. Mohanlal Jatia and Mr. Sarwan Kumar Lihala, Ms. Divya Modi and Mr. Panna Lal Jyotshi are appointed as Chairman and Member, respectively)
The Committee would specifically look into the redressal of the shareholders' complaints in respect of all matters including transfer of shares, non-receipt of Annual Report, non-receipt of declared dividends, dematerialization of shares and investor's complaints etc.
During the year under review, 3 (Three) meetings of the Shareholder's/Investors' Grievance & Share Transfer Committee were held, the dates being May 30, 2014, November 22, 2014 and February 3, 2015. All the Committees members were present at all the meetings.
The Company and Registrar and Transfer Agent of the Company - Bigshare Services Private Limited attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Registrar of Companies etc. The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings.
The total number of complaints received and replied to the shareholders during the year ended March 31, 2015 were 7 (Seven). There were no outstanding complaints as on March 31, 2015.
a) Compliances with Governance Framework
The Company is in compliance with all mandatory requirements of Clause 49 of the Listing Agreement except appointment of Woman Director. However, the Company appointed Woman Director on April 15, 2015.
b) Related Party Transactions
During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in Note No. 25.6 to Financial Statements. The Policy on Related Party Transactions and dealing with related party transactions as approved by the Board is posted on the website of the Company www.ramgopalpolytex.com
c) Details of Non - Compliances by the Company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
The Company has complied with all the requirements of the Stock Exchange(s) or Securities and Exchange Board of India on matters related to capital markets, as applicable from time to time. During the last three years/period, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets.
d) Whistle Blower Policy
Pursuant to Section 177 (9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company's code of conduct. The Mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. None of the personnel has been denied access to the audit committee.
e) Disclosure of Accounting Treatment
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to Financial Statements.
f) Risk Management
Business risk evaluation is an ongoing process within the Company. The assessment is periodically examined by the Board. Your Company has devised and implemented a mechanism for Risk management and has developed a Risk Management Policy. The Policy provides for identification of internal and external risks and implementing risk mitigation steps. The said Policy is available on the website of the Company www.ramgopalpolytex.com
g) Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulated trading in securities by the Directors and Designated Employees of the Company. SEBI has formulated a new Insider Trading Regulations in order to prohibit the insider trading in securities and to strengthen the legal framework. The said code is available on the website of the Company www.ramgopalpolytex.com <http://www.ramgopalpolytex.com>.
h) Non Mandatory requirements
Adoption of Non Mandatory requirements of Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.
VIII. MEANS OF COMMUNICATION:
The Financial results (Quarterly/ Yearly) were communicated to all the Stock Exchanges whereby the Company's shares are listed, as soon as the same are approved and taken on record by the Board of Directors of the Company. The same is also published in English and Marathi Newspaper and are displayed on the website of the Company (www.ramgopalpolytex.com
The Annual Report containing, inter alia, Audited Annual Accounts, Directors' Report, Auditors' Report is circulated to Members and others entitled thereto. The Management Discussion and Analysis Report forms part of the Directors' Report. The Annual Report is also displayed on the website of the Company (www.ramgopalpolytex.com )
The Company has designated e mail id email@example.com <mailto:firstname.lastname@example.org> exclusively for investors' servicing.
IX. GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting:
- Day, Date and Time : Wednesday, 30th September, 2015 at 11.00 A.M.
- Venue House No. 1249, Bhandari Chowk, Bhandari Compound, Narpoli Village, Bhiwandi, Dist: Thane, Maharashtra, India
Tentative Financial Calendar (2015-2016): Financial Year April 1, 2014 to March 31, 2015
-Result for First Quarter ending June 30, 2015: Second Week of August, 2015
-Result for Second Quarter ending September 30, 2015: Second Week of November, 2015
-Result for Third Quarter ending December 31, 2015: Second Week of February, 2016
-Audited Result for the year ending March 31, 2016: On or before 30th May, 2016
Date of Book Closure : 22.09.2015 to 30.09.2015 (both days inclusive)
Cut Off Date : September 23, 2015
Dividend Payment Date : Not Applicable
Listing on Stock Exchange
BSE Limited (BSE),
National Stock Exchange of India Limited (NSE), Delhi Stock Exchange Ltd., The Calcutta Stock Exchange Association Ltd., The Stock Exchange, Ahmedabad
Bombay Stock Exchange ; 514223
National Stock Exchange : RAMGOPOLY
Demat ISIN Numbers in NSDL & CDSL for Equity Shares : INE410D01017
Market price Data : High , Low during each month in the financial year 2014-15
The Shares of the Company are suspended from trading in the Market, Hence the price data is not available
Performance in comparison to broad-based indices Not Applicable
Registrar and Share Transfer Agents
Bigshare Services Private Ltd E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072
Share Transfer System
During the year, the share transfers which were received in physical form and for which documents were valid and complete in all respects, were processed and the share certificates were returned within the prescribed time from the date of receipt.
Distribution of shareholding & Category-wise distribution
See table no. 1 & 2
De-materialization of shares and liquidity
The Company has arranged agreements with National Securities Depositories Limited (NSDL) and Central Depository Services Limited (CDSL) for Dematerialization of shares through Bigshare Services Pvt. Ltd. As on March 31, 2015, 63.66% of the Total Shares have been dematerialized.
Outstanding GDRS/ADRS/Warrants or any convertible instruments, conversion date and likely impact on equity : NIL
Address for correspondence
Ramgopal Polytex Limited Greentex Clearing House, Godown no B1/2/3, Gosrani Compound, Rehnal village, Bhiwandi Thane-421302
Bigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072 Designated e mail id for registering complaints by the investors email@example.com