CORPORATE GOVERNANCE REPORT Our Corporate Governance Policy
Corporate Governance is a system by which an organization is managed and controlled within the parameters laid down by regulatory bodies. The Company is committed to good Corporate Governance and to be an active and responsible corporate citizen wherever it does business.
The Company continuously strives to achieve business excellence and reach higher standards in conducting its corporate and business affairs through transparency, accountability and integrity, keeping in mind the interest of all stakeholders. The Company makes continuous efforts to adopt the best Corporate Governance practice which goes beyond the regulatory framework. The Company believes in adhering to the standards of good and ethical corporate governance practices. It is therefore not merely about enacting regulations and procedures but also about establishing an environment of trust and confidence among various shareholders.
Code of Practices and Procedures for Fair Disclosure and Conduct
In compliance with the Securities and Exchange Board of India (Insider Trading) Regulations,1992 (Regulations) the Company has framed a Code for Prevention of Insider Trading & Code of Corporate Disclosure Practices (Code) based on the principle that Directors, Officers, and Employees of the Company owe a fiduciary duty to the members of the Company to place the interest of the members above their own and conduct their personal securities transactions in a manner that does not create any conflict of interest situation. The Code also seeks to ensure timely and adequate disclosure of Price Sensitive Information to the investors by the Company to enable them to take informed investment decisions with regard to the Company's Securities.
Code of Ethics
The Company has adopted a Code of Ethics for Board of Directors and Senior Management (the Code). The Company has also adopted a Code of Conduct for Non-Executive Directors of the Company. The Code has been communicated to the Directors and the members of the Senior Management. All Board members and senior management have confirmed compliance with the Code for the year ended March 31, 2015. The Non-Executive Directors of the Company have also confirmed compliance with the Code of Conduct for the Non-Executive Directors for the year ended March 31, 2015. The Annual Report contains a declaration to this effect signed by the Managing Director.
Board of Directors
The Board of Directors as on March 31, 2015 comprised of Seven (7) Directors including an Executive Chairman. As on March 31, 2015, 3 Directors are Executive, 1 Director is Non Executive and 3 of them are Independent Directors. The Company is managed by the Managing Director under the supervision, direction and control of the Board. The Managing Director is assisted by a team of highly qualified and experienced professionals. None of the Directors of the Company are members in more than 10 mandatory committees nor act as a Chairman in more than 5 mandatory committees across all public companies in which he is a Director.
The Board met at least once in each quarter and the maximum time gap between two Board meetings did not exceed the time limit prescribed in Clause 49 of the Listing Agreement.
Eight meetings were held during the financial year ended March 31, 2015 viz. April 12, 2014, May 30, 2014, June 24, 2014, July 22, 2014, August 14, 2014, November 13, 2014, February 10, 2015 and February 11, 2015
All the information required to be placed before the Board of Directors under Clause 49 of the listing agreement, has been duly placed. The names and categories of the Directors on the Board ,their attendance at the Board Meetings and Annual General Meeting (AGM) held during the year, the number of Chairmanships/Directorships of other Boards (Directorship does not include alternate directorship ,directorship of private limited companies, and companies incorporated outside India) and the Committees of other Board (Chairmanship /Membership of Board Committees include only Audit Committee and Shareholders /Investors Grievance Committee across all public limited companies (listed as well as unlisted) including those of the Company ) held by them as on March 31, 2015 are as follows :
In compliance with section 177 of the Companies Act, 2013, the Audit Committee was constituted by the Board at their meeting held on 11th February, 2015 as under:
The terms of reference of the Audit Committee includes:
(i) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;
(ii) review and monitor the auditor's independence and performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors' report thereon;
(iv) approval or any subsequent modification of transactions of the company with related parties;
(v) scrutiny of inter-corporate loans and investments;
(vii) evaluation of internal financial controls and risk management systems;
(viii) monitoring the end use of funds raised through public offers and related matters;
(ix) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
(x) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(xi) Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
(xii) Reviewing the adequacy of internal audit function, if any, 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;
(xiii) Discussion with internal auditors of any significant findings and follow up thereon;
(xiv) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
(xv) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
(xvi) To look into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders and creditors;
(xvii) To review the functioning of the Whistle Blower mechanism;
(xviii) Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc of the candidate;
(xix) Reviewing, with the management, financial statements, with particular reference to:
a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b) Changes, if any, in accounting policies and practices and reasons for the same;
c) Major accounting entries involving estimates based on the exercise of judgment by management;
d) Significant adjustments made in the financial statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to financial statements;
f) Disclosure of any related party transactions;
g) Qualification in the draft audit report;
(xx) Such other functions/duties as may be prescribed by the Companies Act, 2013 or Listing Agreement (as amended from time to time); and such other functions/duties as may be entrusted by the Board from time to time.
The Audit Committee of the Board has been constituted in compliance with the provision of Clause 49 of the Listing Agreement (Not Mandatory).The Committee comprises of 3 members which are Independent Directors. The Committee functions under the Chairmanship of Mr. Sandeep Padmakant Parikh, an Independent Director. All members are financially literate and at least one member has Accounting expertise. There is only one meeting held of the Committee on February 11, 2015. The Composition of the Committee as on March 31, 2015 is as follows:
The Committee determines and recommends to the Board the compensation of the Managing Director. The Committee makes periodic appraisal of the performance of the Managing Director. The Company does not have stock options.
The Committee has formulated and recommended to the Board of Directors of the Company, a Nomination and Remuneration Policy thereby annexed in 'Annexure E' which was approved by the Board of Directors of the Company in its meeting held on 11th February, 2015.
There was no remuneration including sitting fees given to any Director of the Company for the Financial year 2014-15.
No commission was paid to any Non-Executive Director during FY 2014-15.
Stakeholders' Relationship/Grievance Committee:
Mr. Janki Shah, Non executive Director is the Chairperson of the Committee
Mr. Mayur Shah, Director also functions as Compliance Officer. Details in regards to No. of complaints received from the Shareholders:
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 its own performance, the Directors individually as well as the evaluation of the working of all its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
Related Party Transaction
There were no new contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act 2013 during the financial year 2014-2015. The Board has approved a policy for related party transactions which has been uploaded on the Company website www.sadgurubuilders.com
The Company has ensured necessary compliance with the requirements of the Stock Exchange, SEBI and other authorities related to capital market and thus the details of non-compliance and penalties are not applicable.
Vigil Mechanism/Whistle Blower Policy
Pursuant to section 177 of the Companies Act, 2013 and amended clause 49 of the listing agreement, the Board has established a vigil mechanism for the Directors and employees of the Company to report genuine concerns about unethical behavior actual or suggested fraud or violation of the Company's Code of Conduct or ethics. The Company has in place Whistle Blower Policy to provide mechanism for Director or employee of the Company to approach the Chairman of the Audit Committee. Also no personnel has been denied access to the Audit Committee. The Policy is available on the Company's website viz. www.sadgurubuilders.com
Details of compliance with mandatory requirements and adoption of the non mandatory requirements of this clause
The Company has complied with requirements of Clause 49 of the Listing Agreement. The status of compliance with non-mandatory recommendations of Clause 49 of the Listing Agreement with Stock Exchanges is provided below:
i. Shareholders' Rights: As the quarterly and half yearly financial results are published in the newspapers and are also posted on the Company's website www.sadgurubuilders.com the same are not sent to the shareholders.
ii. Audit Qualifications: The Company's financial statement for the financial year 2014-15 does not contain any audit qualification.
Means of Communication
The quarterly, half yearly and annual results are generally published in the Financial Express (English daily) and Apla Mahanagar (regional language newspaper).The financial results, shareholding patterns are also available on the website of the Company, i.e. www.sadgurubuilders.com
The Company does not have a practice of making presentation to institutional investors and analysts. Management Discussion and Analysis forms part of Annual Report as 'Annexure - A'
General Shareholders Information
AGM-Date, time and Venue
Next Annual General Meeting of the Company is scheduled to be held on September 30, 2015 at 11.00 A.M. at the Registered office of the Company at Eastern Court, B 101, 1st Floor, Junction of Tejpal, Parleshwar Road, Vile Parle (E) ,Mumbai 400057
Financial Year : The Company follows the April - March financial year.
Book Closure Date
The Register of Members and the Share Transfer Book of the Company, will remain close from 23/09/2015 to 30/09/2015 (both days inclusive)
Listing on Stock Exchange : BSE Limited
Stock Code : 511024 (ISIN-INE033F01012)
Dividend Payment Date : Not Applicable
Registrars and Share Transfer & Agents
The Company has appointed Sharex Dynamic (India) Pvt. Ltd as its Registrar & Share Transfer Agents. Shareholders are advised to approach TSR on the following address for any queries and problems related to shares held in physical form
Sharex Dynamic (India) Pvt. Ltd Unit - 1, Luthra Ind. Premises, 1st Floor, Safed Pool, Andhri Kurla Road, Andheri (East),Mumbai,Maharashtra,400072. Tel.:022-28515606 / 28515644 Fax.:022-28512885 E-mail: firstname.lastname@example.org Website: www.sharexindia.com
Share Transfer System
The Company's shares being in demat mode are transferable through the depository system. Shares in physical form are transferable through Company's Registrar & Share Transfer Agent.
Outstanding Employee Stock Options, GDRs, ADRs, etc
The Company has not issued any GDRs/ADRs/Warrants. There are no outstanding Foreign Currency Convertible Bonds ("FCCBs") and Employee Stock Options.
Address for correspondence:
Shareholders holding shares in physical mode are requested to direct all equity shares related correspondence /queries to Registrar and only the non-shares related correspondence and complaints regarding registrar should be addressed to the Compliance Officer at the registered office of the Company. Shareholders holding shares in electronic mode (dematerialized form) should address all shares related correspondence to their respective Depository Participants only.
CEO/ CFO Certification and Compliance Certificate on Corporate Governance:
Pursuant to Circular No CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Compliance of revised Clause 49 of the Listing agreement is not mandatory for the Company. Hence, the Company has not obtained the CEO/CFO certification and Compliance Certificate on Corporate Governance from the Auditor /Company Secretary in Practice as per the provisions of revised Clause 49 of the Listing agreement
DECLARATION UNDER CLAUSE 49 II (E) OF THE LISTING AGREEMENT
As provided under Clause 49 of the Listing Agreement with the BSE Limited, the Board Members and the Senior Management Personnel have confirmed compliance with the code of Conduct for Board of Directors and Senior Management for the year ended March 31, 2015.
For Subway Finance and Investment Co. Limited
Kalpesh Shah Managing Director