1. CORPORATE GOVERNANCE REPORT :
Corporate Governance Report as required by clause 49 of Listing Agreement. Company's Philosophy on Corporate Governance: Company's philosophy in relation to Corporate Governance is to ensure transparency in all it's operations, make disclosures and comply with various laws and regulations. Emphasis therefore is on adding value to it's shareholders, investors, employees, suppliers, customers and the community at large.
Declaration for Compliance with Code of Conduct: Pursuant to clause 49 1 (D) of the Listing Agreement with the Stock Exchanges, it is hereby declared that all Board Members and senior Management team of the Company have affirmed compliance with the company's code of conduct for the financial year ended31st March, 201S. CEO Certification: In terms of clause 49 of the Listing Agreement, the Certification by the Managing Director on the financial statements and internal control relating to financial reporting has been obtained and is part of this report as Annexure - (V).
2. Board of Directors: The Board of Directors consists of 4 directors (One Managing Director, one Woman Director joined on 30.03.2015 and two Non Executive independent Directors. Shri Chandra Mohan Khandelwal has resigned on 30.03.2015 and Smt. Arti Hirawat has been appointed in his place. During the year Board Meetings were held on 30th May 2014,14th August 2014, 03rd November 2014, 14th November 2014,14teenth February 2015 and 30th March 2015. The Board was presented with the relevant and necessary information at it's meetings. The attendance of each Director at the Board Meeting during the year and at the last Annual General Meeting and Extra Ordinary General Meeting and also the other Companies and Committees where he is a director/member is tabulated below:
Shri Chandra Mohan Khandelwal was director since 05.10.2002 and has resigned on 30.03.2015 and Smt. Arti Hirawat become the Director from 30.03.2015.
Meeting of Independent Directors and their attendance: Independent Directors to Meet atleast once in a year to deal with matters listed out in schedule IV and clause 49 of the Listing Agreement which inter-alia includes, review the performance of non-independent directors, chairman and the Board as a whole and assess quality and quality of flow of information to perform the duties by the Board of Directors. Both the Independent Directors has attended the meeting. Directors Remuneration: Due to losses in the company and operation being closed the company does not paid any remuneration, sitting fees o r commission to any of the Director whether executive, non executive or independent,
3 Audit Committee: The Board of Directors has constituted and audit committee of the Directors and empowered the Committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in section 177(4) of the Companies Act, 2013 ( as may be modified/amended from time to time), items specified in Clause 49 of the Listing Agreement under the head role of audit committee(as may be modified/amended from time to time) and such matters as may be assigned by the Board of Directors. The committee in addition to other business, review un-audited and/or audited financial results for the relevant quarter, half year and the year for adoption/approval by the board, review internal control system and procedures and its adequacy, risk management, related party transaction, audit program, nature and scope of audit program, appointment and remuneration of Auditors. The compos ition of the audit committee and details of meeting attended by members thereof are as follows:
During the year under review, the audit committee met4 times on 30.05.2014,14.08.2014,14.11.2014 and 14.02.2015. It's meetings were also attended by the Managing Director and the Statutory Auditors.
The Chairman of the audit committee along with other members attended the last Annual General Meeting of the company held on 28th November, 2014.
Shri Chandra Mohan Khandelwal has resigned from the Directorship and all committees and Smt. Arti Hirawat has joined the Board on 30.03.2015 and Board in its meeting held on 30.03.2015 has appointed Smt Arti Hirawat as member of the audit committee and accepted the resignation of Shri Chandra Mohan Khandelwal.
Nomination/Remuneration Committee: The company had constituted a Nomination/Remuneration committee. The role of the committee is to perform all such matters as prescribed under the Companies act, 2013 and roles framed there under (as may be modified/amended from time to time) and clause 49 of the Listing Agreement (as may be modified/amended from time to time).consisting of Shri Chandra Mohan Khandelwal, Shri Kamal Kishore Kalani and Shri Pradeep Kumar Loiwal as members of the Committee till 30.3.2015 and on 30.03.2015 Smt. Arti Hirawat has joined the committee and Shri Chandra Mohan has resigned from the committee membership.
The Company does not pay any remuneration to either Executive Director, Non-Executive Directors or Independent Directors of the Company. The Company has not issued stock options to any of its Director. The Company has not paid any remuneration to the Managing Director of the company.
Stake Holders Grievance Committee: The name of stake holders/investors relationship committee has been changed to Stake Holders Grievance Committee, Which is comprised of Shri Pradeep Loiwal as Chairman and other members viz.
Shri Chandra Mohan Khandelwal and Shri Amitabh Hirawat (Managing Director of the Company), Shri Chandra Mohan Khandelwal has resined from the directorship and committee membrsip as on 30.03.2015 and Smt Arti Hirawat has joined in his place. The role of the committee is to consider and resolve the grievances of security holders and perform such roles as may require under the Companies Act, 2013 and Clause 49 of the Listing Agreement. Continuous efforts are made to ensure that grievances are expeditiously redressed to the satisfaction of investors, attend to investor's complaints pertaining to transfer/transmission of shares, non receipt of dividend, share certificates and other related matters.
Besides seeking general information pertaining to status of Company, listing of shares of the Company, Price of the Shares quoted at Stock Exchanges, reasons of non trading of Company's Shares, position of dematerialization of company shares,
No other complaints were received. The information asked were provided to the satisfaction of the shareholders and no complaint was pending as on 31.03.2015.
During the year 8 meetings of share transfer committee/investor's grievance committee were held on 09.06.2014, 09.09.2014,30.09.2014,05.11.2014,05.12.2014,01.01.2015,05.01.2015,10.02.2015,14.02.2015 and 25.03.2015 and 3600 shares of 28 share holders were transferred.
Disclosures: There is no transaction of materially significant nature with related party that may have potential conflict with the interest of the company at large. Transactions with related parties are disclosed in note on "Related Party
Disclosures" annexed to the financial statements for the year. Adequate care was taken to ensure that the potential conflict of interest did notharm the interests of the company at large.
There were no instances of materia! non-compliance and no major strictures or penalties imposed on the company either by SEBI, Stock Exchange or any statutory authorities on arjy matter related to capital markets during the last three years. During 2 013-14 an amount of Rs. 1,00,562/-was paid to DSE out of which Rs. 84270/- including service tax was towards listing fees, Rs. 8427/- including service tax towards reinstatement fees and Rs. 7865/- including service tax was towards processing fees of reinstatement and capital confirmation certificate, and Rs, 102358/- was paid to Jaipur Stock Exchange towards settlement of outstanding listing fees upto the year 2013-14 after waiver of Rs. 25,200/- i.e. 2 0% on total outstanding listing fees as one time settlement of outstanding dues, during the 2013-14.
WHISTLE BLOWER POLICY & Vigil Mechanism: Rishab Special Yams Limited (RSYL) has formulated a Whisde Blower Policy/Vigil Mechanism. In terms of this policy, employees of RSYL are free to raise issues, if any, on breach of any law, statute or regulations by the company and report them to the Audit Committee through specified channels. This mcchanism has been communicated to all employees.
All the mandatory requirements of Corporate Governance have been complied with and company is also in process of adoption of non mandatory requirements.
Means of Communication: During the year quarterly, half yearly and yearly financial results of the company were submitted to the stock exchanges soon after the Board Meeting approved these and were also published in two newspapers-Money Makers (English) & Dainik Mahalaxmi Bhagyodaya (Hindi) and uploaded on the company's website at www.rishabspecial.com.
The Management's Discussion and Analysis of Operating Results and Financial Condition based on financial statements for the year forms part of the Annual Report for th e year.
General Shareholders' Information:
27th Annual General Meeting
Date& Time : 28th September, 2015 at 1 2 : 0 0 Noon
Venue : 2070,RastaBaraGangore,Jaipur-302003 Financial Calendar for the year 2015-2016
Financial Year : 1st April 2 015 to 31st March, 2016
First Quarter Results 14teenth August, 2015
Second Quarter Results Second Week of November, 2015
Third Quarter Results Second Week of February, 2016
Yearly results (Audited) Last Week of May,2016
Date of Book Closure : 21st September to 23rd September, 2015 (Both days inclusive)
Due to operational loss during the year, no dividend Is proposed.
List of Stock Exchanges:
The Bombay Stock Exchange Ltd., Mumbai
The Delhi Stock Exchange Ltd., New Delhi Jaipur Stock Exchange Limited, Jaipur
The company had paid Annual Listing fees of the Bombay Stock Exchange, Mumbai upto 2015-16, Jaipur Stock Exchange Ltd and Delhi Stock Exchange Ltd. upto 2013-14 and to The Delhi Stock Exchange Ltd. upto 2013-14.
Scrip ID is: RISHYRN and Scrip Code is: 514177
Market Price Data : The Company's 200 shares were traded at Bombay Stock Exchange as on 24.11.2011 at an weighted average rate of Rs. 10.07 per share. There was no other trading of Company's shares during the year. No trading was done in other Stock Exchanges during the year. Performance in comparison to other index is not possible because no major trading has been done during the year.
Registrar and Transfer Agents : The company has appointed System Support Services 209, Shivai industrial Estate, Near Logitech Park, 89, Andheri Kurla Road, Saki Naka, Andheri (E), Mumbai, as Share Transfer Agents. The CDSL has informed vide it's letter no. CDSL/SAVC/VJ/EQ/11319 dated August 25, 2014 that ISIN(s) for the Company allotted is INE351D01013 activated from 25 August 2014 and the Company's investors can now avail the depository services with any of the Depository Participants registered with CDSL which are spread over the length and breadth of our country. Now investors are advised to send their shares for dematerialization through there any of the Depository who is registered with the CDSL.
Share Transfer System: Share transfers are generally completed within fifteen days of receiving the valid share transfer document.
Physical / Electronic share holding pattern: 0.093% equity shares have been dematerialized as on 31st March, 2015 and balance 99.907% shares are in physical form. The ISIN(s) for the Company allotted by CDSL is INE351D01013. The Company's investors can now avail the depository services with any of the Depository Participants registered with CDSL which are spread over the length and breadth of our country. Now investors are advised to send their shares for dematerialization through there any of the Depository who is registered with the CDSL, Note: Promoters have not Pledged any of their shareholding,
Plant Location: E-38 &39, Ambaji Industrial Area, Abu Road The company had stopped production of Synthetic Yarn at all Units during 2004-05 and is in process of evaluating some viable business.
Address for Correspondence: Rishab Special Yarns Limited 2070, Pvasta Bara Gangore, Jaipur-3 02003