REPORT ON CORPORATE GOVERNANCE
1. Company's philosophy on code of governance
Corporate Governance is about ensuring transparency, disclosure and reporting that conforms fully to the existing laws of the country and to promote ethical conduct of business throughout organization. At Real Strips Ltd., governance standards are initiated by senior management which percolate down throughout the organization. The philosophy of the Company in relation to corporate governance is to ensure transparency in all its operations, make disclosures and enhance shareholder value without compromising on compliance with the laws and regulations. Sound corporate governance is critical to enhance and retain trust of stakeholders. The Board of Directors fully supports corporate governance practices in your Company with appropriate checks and balances at right places and at right intervals. The Company has complied with all the requirements of Corporate Governance under clause 49 of listing agreement and listed below is the status with regard to same.
2. Board of Directors
(a) Composition of the Board
The Board of Directors of your Company as on March 31, 2015 comprises of eleven Directors out of which nine Directors are Non-Executive Directors including Woman Director. Non-Executive Independent Directors consist of professionals drawn from diverse fields that bring in a wide range of skills and experience to the Board. No Director is related to each other except Mr. Pukhraj Jain and Mr.Prakashraj Jain, Mr.Ashwin A. Kataria and Mr. A. K. Kataria, who are related to each other as Family Member.
Independent directors are non-executive directors as defined under Clause 49(II)(B)(1) of the Listing Agreements entered into with the Stock Exchanges. The maximum tenure of the independent directors is in compliance with the Companies Act, 2013. All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act.
Other directorships do not include alternate directorship, directorship of Private Limited Companies, Section 8 Companies of the Companies Act, 2013 and Foreign Companies. Chairmanship/Membership of Board Committees includes membership of Audit and Stakeholder Relationship Committees in other Public Limited Companies.
(b) Board Procedure:
Board met seven times during the year under review on 29th May 2014, 14th July 2014, 29th July 2014, 13th November 2014, 12th February 2015, 9th March 2015 and 30th March 2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The information as required under to Clause 49 of the Listing Agreement is made available to the Board. The agenda and the papers for consideration at the Board Meeting are circulated to the Directors in advance. Adequate information is circulated as part of the Board Papers and is also available at the Board Meeting to enable the Board to take informed decisions. As required under Clause 49 of Listing Agreement, the Board periodically reviews compliances of various laws applicable to the Company.
The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of a Director in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the Meeting through video conferencing was made available for the Directors except in respect of such Meetings/Items which are not permitted to be transacted through video conferencing. The attendance of each Director at the Board Meetings and last Annual General Meeting held during the year under review are as under:
(c) Independent Directors' Meeting:
The Independent Directors met on 30th March, 2015, without the attendance of Non-Independent Directors and members of Management. The Independent Directors were present at such meeting reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed 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.
(d) Evaluation of the Board's Performance:
The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
(e) Code of Conduct:
The Board has laid down a Code of Business Conduct and Ethics (the "Code") for all the Board Members and Senior Management of the Company. The Code is available on the website of the Company www.realstrips.com. All Board Members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration signed by the Chairman and Managing Director to this effect is attached at the end of this report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.
(f) Disclosures regarding appointment/re-appointment of Directors:
Mr.Ugamraj Hundia and Mr. A. K. Kataria, are retiring at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
Ms. Nipa P. Shah was appointed as an Additional Director w.e.f March 30, 2015 and will hold office up to the ensuing Annual General Meeting. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Ms.Nipa P. Shah as a candidate for office of a Director of the Company.
In accordance with the provisions of Section 149 of the Companies Act, 2013, Ms. Nipa P. Shah is being appointed as Independent Director to hold office as per her tenure of appointment as mentioned in the Notice of the forthcoming Annual General Meeting of the Company.
The brief resume and other information required to be disclosed under this Section is provided in the Notice of the Annual General Meeting.
3. Committees of the Board
A) Audit Committee:
(a) Constitution & Composition of Audit Committee:
The Audit Committee of the Company was constituted on 30th January 2002 and subsequently reconstituted from time to time to comply with statutory requirement.
During the year under review Audit Committee Meetings were held four times on 29th May 2014, 29th July 2014, 13th November 2014, 12th February 2015.The intervening gap between the meetings was within the period prescribed under Clause 49 of the Listing Agreement.
The Composition of the Audit Committee and details of attendance of the members at the committee meetings during the year are given below:
The Chief Financial Officer, representatives of statutory auditors, internal audit and finance & accounts department are invited to the meetings of the Audit Committee.
Mr. Ajay Patel, Company Secretary and Compliance Officer act as Secretary of the Committee. The Chairman of the Committee was present at the last Annual General Meeting held on 23rd September, 2014.
The Committee discharges such duties and functions generally indicated in Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.
(b) Broad Terms of reference:
The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.
B) Nomination & Remuneration Committee:
(a) Constitution & Composition of Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company was constituted on 30th January 2002 and subsequently reconstituted from time to time to comply with statutory requirement. During the year under review Nomination & Remuneration Committee Meetings were held on 29th May 2014, 29th July 2014, 13th November 2014, 27th December 2014 and 30th March 2015.
(b) Brief Terms of reference:
The brief terms of reference of Nomination & Remuneration Committee are as under: i). 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;.
ii). Formulation of criteria for evaluation of Independent Directors and the Board. iii). Devising a policy on Board diversity.
iv). 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;
v). To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s)/Executive Director(s) based on their performance and defined assessment criteria;
vi). To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
(c) Remuneration Policy:
(i) Remuneration to Non-Executive Directors
At present the Company does not have the policy of payment of remuneration to Non Executive directors except by way of sitting fees for attending the meeting of the Board or a committee thereof.
(ii) Remuneration to Executive Directors
The Company has credible and transparent policy in determining and accounting for the remuneration of Executive Directors. Their remuneration is governed by external competitive environment, track record, potential, individual performance and performance of the Company as well as industrial standards. The remuneration determined for the Executive Directors is subject to the approval of Remuneration Committee of the Board of Directors.
(d) Details of Remuneration:
(i) Non-Executive Directors:
The Company does not have any Employees' Stock Option Scheme and there is no separate provision for payment of Severance Fees.
C) Stakeholders relationship committee:
(a) Constitution & Composition of Stakeholder Relationship Committee:
The Stakeholder Relationship Committee of Directors was constituted on 30th January 2002 and subsequently reconstituted from time to time to comply with statutory requirement.
During the year under review Stakeholder Relationship Committee Meeting was held on 20th December, 2014.
(b) Brief terms of reference:
The brief terms of reference of Stakeholder Relationship Committee are as under:
(i) To look into the redressal of shareholders and investors complaints like transfer of shares, non-receipt of Annual Report, non-receipt of declared dividend, revalidation of dividend warrant or refund order etc.
(ii) To consider and resolve the grievances of security holders of the company.
D) Risk Management Committee:
The Company has constituted Risk Management Committee. The Committee has laid down the procedures to inform to the Board about the risk assessment and minimization procedures. The Board is responsible for framing, implementing and monitoring the risk management plan of the Company. During the year under review, Risk Management Committee met on November 14, 2014.
4. Subsidiary Companies:
The Company does not have any subsidiary company.
5. Whistle Blower Policy:
The Company encourages an open door policy where employees have access to the Head of the Business / Function. In terms of the Real Strips's Code of Conduct, any instance of non-adherence to the Code or any other observed unethical behaviour is brought to the attention of the immediate reporting authority, who is required to report the same to the Head of Corporate Human Resources Department.
Act, 2013 and the rules made there under as amended from time to time shall be complied with whenever necessary.
a) There were no materially significant Related Party Transactions and pecuniary transactions that may have potential conflict with the interest of the Company at large. The details of Related Party Transactions are disclosed in financial section of this Annual Report in Note 2.27. b ) In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards. c) Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report.
d ) There has been no instance of non-compliance by the Company on any matter related to capital markets during the last three years and no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority.
e ) The Chief Executive Officer and the Chief Financial Officer have furnished a Certificate to the Board for the year ended on March 31, 2015 in compliance with Clause 49 of Listing Agreement.
f) A qualified Practicing Company Secretary carried out a reconciliation of Share Capital Audit 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. The secretarial audit confirms that the total issued/paid-up capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
The designated Senior Management Personnel of the Company have disclosed to the Board that no material, financial and commercial transactions have been made during the year under review in which they have personal interest, which may have a potential conflict with the interest of the Company at large.
7. Means of Communication: The quarterly, half-yearly and annual results are published in widely circulating national and local dailies such as "The Business Standard" in English, "Economic Times" in English and "Economic Times (Gujarati)" in Gujarati. These results are not sent individually to the shareholders but are put on the website of the Company.
The Company's financial results, press release, official news and presentations to investors are displayed on the Company's website www.realstrips.com.
General Shareholders Information:
(a) Annual General Meeting
Date Time Venue
24th September 2015 5:00 P.M Atma Hall (Ahmedabad Textile Mills Association), Ashram Road, Ahmedabad - 380009
(b) Financial Calendar (2015-16) (tentative)
Annual General Meeting : In the month of September, 2016
Quarter ending on June 30, 2015 Last Week of July, 2015
Quarter ending on September 30, 2015 : Last Week of October, 2015
Quarter ending on December 31, 2015 : Last Week of January, 2016
Annual Result of 2015-16 : Last week of May, 2016
(c) Book Closure Date:
15th September, 2015 to 23rd September, 2015. (Both days inclusive)
(d) Unclaimed Shares Lying in the Escrow Account:
(e) Listing on Stock Exchanges :
Bombay Stock Exchange Ltd. Listing fees have been paid for the year 2015-16 as per the Listing Agreement with the respective Stock Exchange.
(f) Stock Code :
BSE, Mumbai, 513558
(g) Demat ISIN Number for NSDL & CDSL :
Registrar and Transfer Agent :
M/s MCS Share Transfer Agent Limited
101, Shatdal Complex, 1st Floor, Opp Bata Show Room, Ashram Road, Ahmedabad - 380009 Contact Person : Mr.Balasubramaniam/Mr.Jagdish Patel
Contact Telephone No. : (079)26580461/26580462/26580463
Mobile No. : 09327055153/09898737835
(h) Share Transfer System:
MCS Share Transfer Agent Limited has been acting as the Depository Registrar for establishing connectivity with NSDL and CDSL for Demat Segment and for physical segment as well with effect from 5th June, 2015. MCS Share Transfer Agent Limited uses computerized share transfer system for processing transfer of shares. On the basis of periodic report on various requests received from the shareholders, share transfer and other requests are placed for approval of Shareholders' Grievances Committee. The Company obtains from Mr. Ashwin Shah, Company Secretary in practice half yearly certificate of compliance with the share transfer formalities as required under Clause 47 (c) of the Listing Agreement and files a copy of the certificate with the Stock Exchanges.
The Company's representatives visit the office of the Registrar and Share Transfer Agents from time to time to monitor, supervise and ensure that there are no delays or lapse in the system.
(i) Dematerialization of Shares and Liquidity:
58,21,050 equity shares representing 97.34% of the total Equity Capital of the Company are held in a dematerialised form with National Securities Depository Limited (NSDL) and Central Depositories Services (India) Limited (CDSL) as on 31st March 2015.
The Secretarial Audit Report from Mr. Ashwin Shah, Company Secretary in practice confirming that the total issued capital of the Company is in aggregate with the total number of equity shares in physical form and the total number of dematerialized equity shares held with NSDL and CDSL is placed before the Board on a quarterly basis. A copy of the Audit Report is submitted to the stock exchanges where the equity shares of the Company are listed.
(j) Outstanding GDRs/ ADRs/ Warrants and Convertible instruments, conversion date and likely impact on equity:
(k) Plant Location :
Survey No.-245, Village - Sari, Taluka - Sanand, Ahmedabad-Bavla Highway, Dist. - Ahmedabad, Pincode - 382 220
Contact Mobile No - 9824211499 Email ID - email@example.com
Correspondence with the Company:
Address for correspondence with the Company is:
Mr. Ramcharan Beriwala Real Strips Limited 401-402 "Florence", Opp. Ashram Road Post Office, Ashram Road, Ahmedabad - 380 009
Contact Telephone No - (079) 26580455, 26588788, 26581833
Fax No - (079) 40068261 Website : www.realstrips.com
Email ID : firstname.lastname@example.org ; email@example.com