CORPORATE GOVERNANCE REPORT
I. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is the implementation of best corporate practices, which enhances shareholder's value in the long run, while at the same time protecting the interest of other stakeholders. It refers to a blend of law, regulations, and voluntary practices, which enable the Company to attract financial and human resources, and achieve customer satisfaction through best quality at lower price, thus establishing long-term economic value for its stakeholders. It also ensures a fair and transparent decision-making and reporting system.
II. BOARD OF DIRECTORS
The Board of Directors believes that good governance is voluntary and self-disciplining, with the strongest impetus coming from Directors and the management itself, and ultimately leads to enhancement of value for all stakeholders. The Board of the Company is in conformity with Clause 49 of the Listing Agreement. The Board formulates the strategy, regularly reviews the performance of the Company and ensures that the previously agreed objectives are met on a consistent basis. The Whole Time Director manages the day-to-day affairs of the Company. The Non-Executive Directors are eminent professionals, having experience in business, industry and finance.
A. Composition of Board of Directors
The Board of Directors has an optimum combination of Executive and Non-Executive Directors having rich knowledge and experience in the industry for providing strategic guidance and direction to the Company. As on 30th June, 2015, the Board of Directors of your Company comprises of Seven (7) Directors out of which Four (4) are Independent Directors.Ms. Aarti Jain is a Non Executive, promoter Director and is the Chairperson of the Company.
None of the Non Executive Director serves as Independent Director in more than seven listed companies and none of the Executive Director serves as Independent Director on any listed company. As required by Clause 49 of the Listing Agreement, the Company has issued formal letters of appointment to the Independent Directors. The terms and conditions of appointment of Independent Directors are available on the Company's website.
B. BOARD PROCEDURES AND MEETINGS
The Board of Directors of your Company plays a pivotal role in ensuring good governance and functioning of the Company. The Board's role, functions, responsibility, and accountability are well defined. The Board reviews compliance reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliances, if any.
The Board meets at regular intervals and during the year, ten meetings of the Board of Directors were held on 28th August,2014, 13thNovember,2014, 1stDecember,2014, 19thDecember,2014, 12thFebruary,2015, 31st March,2015, 16th April 2015, 13th May 2015, 26th May 2015 and 1st June,2015. The gap between no two board meetings exceeded one hundred and twenty days. All the members of the Board were provided requisite information as required as per Listing Agreement well before the Board Meeting. The Directors of the Company are not related inter-se.
C. Independent Directors Meeting
During the year under review the Independent Directors had one meeting without the presence of Non-Independent Directors and members of the Management. At this meeting, the Independent Directors inter alia evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Chairman of the Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board.
D. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS
The Performance of independent Directors was evaluated by Board of Directors on the basis of policy as laid down by the Nomination and Remuneration Committee.
E. REMUNERATION OF DIRECTORS
The remuneration of Executive Directors is fixed by the Board of Directors upon the recommendation of Nomination and Remuneration committee and approved by the shareholders of the Company. The Non-Executive Directors are paid sitting fees for attending the Board Meetings besides reimbursement of out of pocket expenses.
III. COMMITTEES OF THE BOARD A. AUDIT COMMITTEE
The Board of Directors has duly constituted an Audit Committee. As at 30th June, 2015, the Audit Committee comprises of 3(three) members. The constitution of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 and guidelines set out in the Listing Agreement. All the members of the Committee were provided requisite information as required in the Listing Agreement. The Company Secretary of the Company acts as the Secretary of the Audit Committee.
The terms of reference of the Audit Committee include those specified under Clause 49 of the Listing Agreement as well as under Section 177 of the Companies Act, 2013 which inter-alia include:
• to oversee the Company's financial reporting process and disclosure of its financial information.
• to recommend appointment, remuneration and terms of appointment of the Auditors of the Company.
• to review and monitor the Auditor's independence and performance, and effectiveness of audit process.
• to review quarterly and annual financial statements before submission to the Board and to advice and make recommendations to the Board on matters related to financial management of the Company, including Audit Reports.
• to approve or subsequently modify the transactions of the Company with the related parties.
• to scrutinize the inter-corporate loans and investments.
• to assess the value of undertakings or assets of the Company, whenever it is necessary.
• to review and discuss with Auditors about internal control system, major accounting policies & practices reviewing Companies financial and Risk management policies in compliance with the listing agreement and legal requirements concerning financial statements.
• to monitor the end use of funds raised through public offers and related matters and
• to carry out any other functions as is mentioned in terms of reference to the Audit Committee.
B) NOMINATION AND REMUNERATION COMMITTEE
In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has constituted the Nomination and Remuneration Committee. The Committee inter alia reviews and approves the Annual salaries, commission, service agreement and other employment conditions for the Executive Directors and senior management. The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice. The Committee comprises of one non executive and two independent non-executive Directors.
C) STAKEHOLDERS' RELATIONSHIP COMMITTEE
In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has constituted the Stakeholders' Relationship Committee. The Committee inter alia looks into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports. During the year, the committee met fifteen (15) times.
The composition of the Stakeholders' Relationship Committee and the details of meetings attended by its members are given below:
During the year, (15) complaints were received and the same were replied to the satisfaction of shareholders. As on 30th June, 2015, there were nil complaints pending with the Company.
The Company Secretary of the Company acts as the Secretary to the Stakeholders' Relationship Committee.
D) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the year under review, the Board in terms of Section 135 of the Companies Act, 2013 and the Listing Agreement has constituted a Corporate Social Responsibility Committee. The Committee comprises of three directors including Two Independent Director. The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount of expenditure to be incurred on the CSR activities.
IV. SUBSIDIARY MONITORING FRAMEWORK
In terms of Clause 49(V) of the Listing Agreement the Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the Company's website (URL:<http://www.rollatainers.in/investors.php>). The Company has nominated its representative on the Board of material Subsidiary Company and it also monitors its performance inter alia, by the following means:
a) Financial Statements, in particular the investments made by the unlisted Subsidiary Companies, are reviewed by the Audit Committee of the Company.
b) Minutes of the meetings of the unlisted Subsidiary Companies are placed before the Company's Board.
c) A statement containing significant transactions and arrangements entered into by the unlisted Subsidiary Companies is placed before the Company's Board.
V. COMPLIANCE OFFICER
The Board has designated Mr. Pankaj Mahendru, Company Secretary as Compliance Officer of the Company.
(A) Basis of related Party Transaction
The details of all related parties transactions are placed before the audit committee for its approval. The Company has entered into related party transactions the details of which are provided in the Notes to Accounts. These transactions are not likely to have conflict with the interest of the Company at large. Policy on dealing with related party transactions is available on the website of the Company (URL: <http://www.rollatainers.in/> investors.php).
(B) Vigil Mechanism / Whistle Blower Policy
The Company encourages an open door policy where its employees have access to the Head of the business/ function. In terms of the Whistle Blower Policy of the Company, any instance of non adherence to the policy, employee misconduct, illegality or any other observed unethical behavior are to be brought to the attention of the immediate reporting authority, who is required to report the same to the Head of Corporate Human Resources. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides adequate safeguards against victimization of Whistle Blower who avail of such mechanism. Under the Policy, every Director and employee has been provided direct access to the Chairman of the Audit Committee.
(C) Details of non-compliance by the Company
There were no instances of non-compliance by the Company and no penalties, or strictures were imposed on the Company by Stock exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
(D) Code of Business Conduct and Ethics for Directors and Managerial Personnel
The Board has framed a Code of Conduct for all Board members and senior management of the Company. The Code has been posted on the website of the Company (www.rollatainers.in ). All Board members and senior management personnel have confirmed compliance with the Code for the financial year 2014-2015. A declaration to this effect signed by the Managing Director of the Company forms part of this Annual Report.
(E) Disclosure of Accounting Treatment
In the preparation of financial statements for the year ended on 30th June, 2015; there was no treatment different from that prescribed in an Accounting Standards that had been followed.
(F) Risk Management
The Company has framed a Risk Management Policy to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of properly defined framework. The Company's Risk Management Policy focuses on ensuring that risks are identified and addressed on a timely basis. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
(G) Proceeds from Public Issues, Right Issues, and Preferential Issues etc.
During the year under review, there were no proceeds from Public issues, Rights issues or Preferential issues.
(H) Details of Compliance with Mandatory Requirements and adoption of Non Mandatory Requirements
The Company is fully compliant with the applicable mandatory requirements of Clause 49 of the Listing Agreement.
Non Mandatory Requirements
Details of non-mandatory requirements of clause 49 to the extent to which the Company has adopted are given below:
a) The Board
Ms. Aarti Jain, the non-executive Chairperson has not desired an office at the Company's expense.
b) Audit qualifications
There is no audit qualification in respect of financial statements of the Company.
c) Separate posts of Chairman and CEO
Ms. Aarti Jain is the Non Executive Chairperson of the Company and Mr. Sagato Mukerji is the Whole Time Director of the Company .The Company has complied with the requirement of having separate persons to the post of Chairperson and WTD.
VIII. MEANS OF COMMUNICATION
During the year under review, Results for quarters ended 30th September, 2014, 31st December, 2014, 31st March, 2015 and the year ended 30th June, 2015 have been published in English (The Statesman) and also in a vernacular language newspaper (Hari Bhoomi).
In addition, the Company uploads its Financial Results, Shareholding Pattern and other information on its website i.e.www.rollatainers.in.
The Company has submitted all compliances for the quarter and the year ended on 30th June, 2015 on the BSE online portal - BSE Corporate Compliance & Listing Center.
IX. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report is given by means of a separate annexure forming part of this Annual Report.
X. GENERAL MEMBERS' INFORMATION
A. GENERAL INFORMATION
Plot No. 73-74, Phase-III, Indsutrial Area, Dharuhera, Distt. - Rewari, Haryana 123106
1. 14/5, Mathura Road, Faridabad, Haryana
2. Plot No. 73-74, Phase - III, Industrial Area, Dharuhera, Distt - Rewari-123106, Haryana
Annual General Meeting: Day/Date/Time/Venue:
Saturday, the 26th December, 2015 at 09.30 A.M.
Plot No. 73-74, Phase-III, Indsutrial Area, Dharuhera, Distt. Rewari, Haryana 123106
1 st July to 30th June
20th December, 2015 to 26th December, 2015 (Both days Inclusive)
Equity Dividend payment date
Listing on Stock Exchanges
The Company has paid the Listing fee for the year 2015-16 to BSE within the stipulated time.
Stock Code Equity Share: BSE
B. Tentative Calendar for the Financial Year 2015-2016 (subject to change)
First Quarter Results Mid November, 2015
Second Quarter Results Mid February, 2016
Third and Fourth Quarter Results Upto end of May, 2016
The Company's quarterly Un-audited Financial Results are subject to Limited Review by Statutory Auditors and Annual results are subject to Audit by the Statutory Auditors. Quarterly Un-audited and Annual Audited Financial Results are published in the newspapers and also forwarded to the Stock Exchange.
C. Dematerialisation of shares and liquidity
As on 30th June, 2015, 1,24,775,135 Equity Shares representing 99.37% of the Company's Equity Share Capital are in dematerialized form. The Equity Shares of the Company are actively traded on BSE.
D. Share Transfer System
Pursuant to directions of SEBI, the facility to hold the Company's shares in electronic form is available to the members as the Company is registered with both the Depositories namely NSDL & CDSL. Share Transfer documents for physical transfer and requests for dematerialisation of shares may be sent to Company's Registrar and Share Transfer Agents.
E. Registrar & Share Transfer Agent
M/s. Beetal Financial & Computer Services (P) Ltd. Beetal House, 3rd Floor, 99, Madangir, Behind L.S.C.,Near Dada Harsukh Das mandir, New Delhi-110062
Phone No. 011-29961281-83 Fax No. 011-29961284
I) Outstanding GDRS/ADRS/Warrants or any Convertible Instruments, Conversion date and likely impact on Equity
As on date, there are no outstanding GDRs/ADRs/Warrants/ or any other Convertible instruments.
J) Investors' Correspondence may be addressed to: -
Mr. Pankaj Mahendru
Company Secretary & Compliance Officer
Plot No. 73-74, Phase - III, Industrial Area, Dharuhera Distt - Rewari - 123106, Haryana
Ph. # 01274 - 243326, 242220 Fax # 01274 - 242291
E-mail Address: firstname.lastname@example.org
By Order of the Board
For ROLLATAINERS LIMITED
Sd/- (Aarti Jain)
Place : Dharuhera, Haryana
Date : 27th August, 2015