CORPORATE GOVERNANCE REPORT
PHILOSOPHY OF COMPANY ON CORPORATE GOVERNANCE
The Company is committed to the adoption of best governance practices and its adherence in the true spirit, at all times. Keeping in view the Company's size and complexity in operations, the company's corporate governance framework is based on the following main principles:
a. Appropriate composition and size of the Board, with each Director bringing in key expertise in different areas and being accountable to the Company and stakeholders.
b. Strategic guidance and Effective monitoring by the Board and equitable treatment to all stakeholders.
c. Timely and accurate disclosure of all material operational and financial information to the stakeholders.
d. Protection to minority interests and rights.
The Securities and Exchange Board of India (SEBI) through clause 49 of the listing agreement with the stock exchanges regulates corporate governance for listed companies. The details of compliance for the year ended March 31, 2014 are as follows:
1. BOARD OF DIRECTORS
a) As at 31st March, 2014 the Board comprised of 3 Directors. Composition and Categories of Board of Directors:
2. AUDIT COMMITTEE
The Company has an Independent Audit Committee at the Board level with powers and role that are in accordance with clause 49 of the listing agreement. The Committee acts as a link between the management, the statutory auditors and the Board of Directors and oversees the financial reporting process.
The Audit Committee presently comprises of 2 Non Executive & Independent Directors. Mr. K. Chandrasekhar is an independent Chairman while Mr. Benny Itty is the other one independent member of the committee.
The functions of the Audit Committee are as per Company Law and Listing Agreement with the Stock Exchanges. These include the Review of accounting and financial policies and procedures, Review of financial reporting system, Internal control system and Procedures and ensuring compliance of statutory requirements.
The Audit Committee reviews the financial statements with the Statutory Auditors and the Management with reference to the accounting policies and practices before commending the same to the Board for its approval. Composition and Attendance of members at the Meetings of the Audit Committee held during
3. REMUNERATION COMMITTEE
a)Brief Terms of reference:
To recommend to the Board, remuneration payable to whole time Directors and to decide the amount of salary, perquisites and commission to be paid to the Managing Director and Executive Directors within the overall ceiling fixed by the shareholders.
4. SHAREHOLDERS / INVESTORS' GRIEVANCES COMMITTEE
The company has constituted Shareholders / Investors' Grievances Committee of the Board of Directors to look into the specific complaints received from the share holders of the Company
EXTRA ORDINARY GENERAL MEETING:
No Extra Ordinary General Meeting was held during the year.
No Special Resolution were passed or proposed during the last year through postal ballot.
7. MEANS OF COMMUNICATION
The means of communication between the Shareholders and Company are transparent and investor friendly. The Quarterly Results of the Company are published in "The Free Press Journal" and "Navshakti" as required by the Listing Agreement. These results are also placed on the Company's web site.
8. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In compliance with the SEBI Regulations on prevention of insider trading, the company has adopted a code of for its Directors and designated employees. The code lays down guidelines which include procedures to be following disclosures to be made while dealing into the shares of the Company
9. DISCLOSURE REGARDING RE-APPOINTMENT OF DIRECTORS
During the financial year 2013-14, there was no other change in the composition of the Board of the Company.
a. Related party transactions
All the transactions with the related parties are at the prevalent market rate and details and the quantum of such transactions are disclosed in the schedules of notes to accounts as a practice of sound accounting policy and they are not conflicting in any manner with the interest of the Company at large.
b. Accounting Treatment
The accounts are prepared in line with the accounting standard followed and any treatment which is not in consonance with the generally accepted accounting standard and principles are separately stated in the schedules of notes to the accounts with reasons and justifications for such treatment.
c. Risk Management
The Board regularly reviews and discusses the risk perception of the Company and executive management of the Company is guided to control risk through means of a properly defined framework.
d. Proceeds from public issues, right issues, preferential issues etc.
As and when money is raised through an issue, right issues, preferential issues etc. the utilization of the said collected fund is properly disclosed through a separate statements duly certified by the auditors of the Company to informed the stakeholders on time.
e. Management Discussion and Analysis
In addition to the Directors Report, Management Discussion and Analysis forms part of the Annual Report.
Whenever a new Director is appointed or an existing director seeks re-appointment on the Board of the Company, brief resume, his experience and expertise, his directorships on other Boards and membership of committees and shareholding of all the Directors etc are disclosed in the relevant section of the Corporate Governance Report included in the Annual Report.
g. Non compliance with any statutory provisions and penalties, strictures etc.
Non compliance with any of the statutory provisions, if any are disclosed in the Directors report and wherever penalties, strictures are imposed, if any they are distinctively disclosed in the schedules of notes to the accounts.
h. Whistle Blower Policy
Though there is no formal Whistle Blower Policy, the Company takes cognizance of the complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and wherever necessary, suitable corrective steps are taken. No employee of the Company has been denied access to the Audit Committee of the Board of Directors of the Company.
11. GENERAL SHAREHOLDER INFORMATION
AGM Date & Venue : 30th Annual General Meeting, on 30th September,2014 at Registered Office at 11.00AM
Financial Year : April 2013 to March 2014
Financial Results reporting for quarter ended
1) June 30, 2014 on or before 14th August,2014
2) September 30, 2014 on or before 14th November,2014
3) December 31,2014 on or before 14th February,2015
4)March 31,2015 on or before 15th May,2015
Date of Closure : 21st September,2014 to 30th September,2014
Dividend Payment : No Dividend Declared
Listing on Stock exchanges : Bombay Stock exchange(BSE)
12. REGITRAR & TRANSFER AGENTS : (FOR PHYSICAL & DEMAT SHARES)
In House: At Company Registered Address
13. DEMATE RIALISATION OF SHARES
As on 31st March, 2014, 100% of the total equity share capital of the Company is held in dematerialized form.
14. CODE OF CONDUCT
The Board has adopted the Code of Conduct for members of the Board and Senior Management personal of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. The compliance of the same has posted on the company's website.
As provide under Clause 49 of the Listing Agreement with the Stock Exchanges, all Board members and Senior Management Personnel have affirmed compliance with Code of Conduct for the year ended 31st March, 2014
For The Sagar Systech limited
Sd/- Mukesh Babu
Date: 30th May 2014