CORPORATE GOVERNANCE COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The Company firmly believes that Corporate Governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders, clients, the good reputation of the Company and the unquestioned integrity of all personnel involved with the Company.
The Company's philosophy on Corporate Governance envisages the attainment of highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders, including shareholders, employees, the government and lenders.
BOARD OF DIRECTORS
The Board of Directors along with its Committees provides leadership and vision to the management and supervises the functioning of the Company. In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information are placed before Board to enable it to discharge its responsibilities of strategic supervision of the Company as trustees of stakeholders.
The terms of reference of the Audit committee include the matters specified under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee, inter alia, include the following:
• Examination of Financial Statement and Statutory Auditors' report thereon and discussion of any related issues with the Internal & Statutory Auditors and the management of the Company.
• Review of Financial Statement before their submission to the Board, including Directors' Responsibility Statement, changes in accounting policies and practices, statutory compliances and qualification in draft audit report.
• Approval or any subsequent modification of transactions of the Company with related parties.
• Scrutiny of inter-corporate loans and investments.
• Valuation of undertakings or assets of the Company, wherever it is necessary.
• Evaluation of internal financial controls.
• Evaluation of risk management system.
• Monitoring end use of funds raised through public offers and related matters.
• Establishing a vigil mechanism for Directors and employees to report genuine concerns and to make provision for direct access to the Chairperson of the Committee in appropriate or exceptional cases and review its findings.
• Review of Company's financial reporting processes and the disclosure of financial information to ensure that the Financial Statement is correct, sufficient and credible.
• Look into reasons for substantial defaults in payments to stakeholders.
• Approval of appointment of CFO or any other person heading Finance function after assessing the qualifications, experience, background etc. of the candidate.
• Recommendation for appointment, remuneration and terms of appointment of the Statutory Auditors of the Company.
• Review and monitor the Auditor's independence and performance, effectiveness of audit process and adequacy of internal control systems.
• Call for comments of the Statutory Auditors about internal control systems, the scope of audit, including the observations of the Statutory Auditors.
• Reviewing the adequacy of the Internal Audit function including the structure of the Internal Audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit.
• Discussion with statutory auditors before the audit commences, about nature and scope of audit as well as post audit discussion to ascertain any area of concern.
• Reviewing findings of any internal investigation into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.
• The Chairman of the Committee to attend the General Meeting to respond to the queries of shareholders.
NOMINATION AND REMUNERATION COMMITTEE
a) Brief description of terms of reference
This committee was constituted primarily to evaluate compensation and benefits for Executive Director.
STAKEHOLDERS' GRIEVANCE COMMITTEE
a. The Committee looks into issues relating to shareholders / investors, including complaints relating to transfer / transmission of shares, issue of duplicate share certificates, non-receipt of annual report etc. and their redressal.
a. No transaction of material nature has been entered into by the Company with its Directors or Management and their relatives, etc. that may have a potential conflict with the interest of the Company.
b. The Register of Contracts/ Statement of related party transactions is placed before the Board/ Audit Committee regularly.
c. The Company has adopted the Whistle Blower Policy with direct access to Chairman of Audit Committee.
d. The Company has implemented all the applicable mandatory requirement of Clause 49 of the Listing Agreement.
MEANS OF COMMUNICATION
a. The financial results of the Company are emailed / uploaded with BSE Limited on which the Company's shares are listed.
b. The results and official news are generally available on www.bseindia.com <http://www.bseindia.com/>and the website of the Company www.regencytrust.in
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report forms part of the Annual Report.
GENERAL SHAREHOLDER INFORMATION
a. Annual General Meeting
Date : September 30, 2015 Venue: Registered Office
b. Financial Calendar (tentative dates of declaration of Quarterly results)
1st Quarter : Within 45 Days from end of respective quarter
2nd Quarter : Within 45 Days from end of respective quarter
3rd Quarter : Within 45 Days from end of respective quarter
4th Quarter : Within 60 Days from end of respective quarter
c. Date of Book Closure: 27th September, 2015 to 29th September, 2015 (both days inclusive)
d. Dividend : No dividend is recommended for the financial year ended on 31st March, 2015.
e. Listing on Stock Exchange: The equity Shares of the Company is listed at the BSE Limited
f. ISINNo. for Dematerialization of Equity Shares: INE425F01010 The Scrip Code of the Company is 511585
i. Registrar and Transfer Agent
Purva Share Registry India Pvt. Ltd. , 9 Shiv Shakti Industrial Estate J. R. Boricha Marg, Opp Kasturb Hosp Lower Parel (E),Mumbai - 400011
j. Share Transfer System: Share Transfer in physical form are generally registered and returned within 15 days from the date of receipt in case if documents are complete in all respects.
k. Dematerialization of shares: 99.82% of the shares are held in DEMAT form. Company has DEMAT connectivity with CDSL & NSDL.
l. Address for communication:
The Investors can send all correspondence to the Registered Office of the Company
COMPLIANCE CERTIFICATE BY AUDITORS
The Company has obtained a certificate from the Statutory Auditors regarding compliances of conditions of Corporate Governance which is annexed herewith.
CODE OF CONDUCT
The Company's Board of Directors has adopted the code of conduct which governs the conduct of all Directors / Employees. All Directors and senior management personnel have affirmed compliance with respective codes for the year ended on March 31, 2015. The Declaration by Board of Directors to this effect is reproduced below.