REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2014-15
In compliance with Clause 49 of the Listing Agreement with the Stock Exchanges, the Company submits the Report on the matters mentioned in the said Clause and practice followed by the company.
CORORATE GOVERNACE PHILOSOPHY
Your Company believes that sound ethical practices, transparency in operations and timely disclosures go a long way in enhancing long-term shareholder value while safeguarding the interest of all stakeholders. It is this conviction that has led the Company to make strong corporate governance values intrinsic to all its operations. Samtel Color is led by a highly professional and independent Board, which provides it deep oversight and strategic counsel. The Company has established systems and procedures to ensure that the Board of the Company is well-informed and well-equipped to fulfill its responsibilities and to provide strategic direction to the management to create long-term shareholder value.
This chapter, along with the chapters on Management Discussion and Analysis and Additional Shareholders Information, highlight Samtel Color's compliance with the mandated Clause 49.
I. BOARD OF DIRECTORS Composition of the Board
The Board of Samtel Color Ltd. comprises of 4 Directors, of which two are independent. The Chairman and Managing Director is the only executive Director on the Board. Mrs. Alka Kaura has been inducted as additional Woman Director on the Board of the company effective from 30.03.2015 and the resignation of Mr. Ajit Singh has been accepted by the Board effective from 14.08.2014. The Board consists of eminent persons with considerable professional experience and expertise in business and industry. The composition of the Board is in conformity with Clause 49 of the Listing Agreement. None of the Directors on the Board is a member of more than ten committees and Chairman of more than five committees across all the companies in which he is a Director. AH the Directors have made disclosures regarding their directorships and memberships on various Committees across all companies in which they are Directors and Members.
Number of Board Meetings
During the Financial year 2014-15, the Board of Directors met six times. The dates on which meetings were held are 7th May, 2014, 30th May, 2014, 14th August 2014, 14th November 2014, 13th February 2015 and 30th March 2015. The maximum time gap between any two consecutive meetings was less than four months.
As mandated by the Clause 49, all the Independent Directors on the Company's Board are non-executive and:
• Apart from receiving Director's remuneration, do not have any material pecuniary relationships or transactions with the Company, its promoters, its Directors, its senior management or its subsidiaries and associates which may affect independence of the Director
• Are not related to promoters or persons occupying management positions at the Board level or at one level below the Board
• Have not been an executive of the Company in the immediately preceding three financial years
• Are not partners or executives or were not partners or an executives during the preceding three years of the:
• Statutory audit firm or the internal audit firm that is associated with the Company.
• Legal firm(s) and consulting firm(s) that have a material association with the Company
• Are not material suppliers, service providers or customers or lessors or lessees of the Company, which may affect independence of the Director
• Are not substantial shareholders of the Company i.e. do not own two percent or more of the block of voting shares.
• Have furnished annual disclosure that they satisfy the conditions of their being independent as laid down under Clause 49 of the Listing Agreement..
Information Supplied to the Board
The Board is presented with the agenda for each Board Meeting along with explanatory notes well in advance of the Board meeting. All Board members are free to suggest any item they consider important to the agenda. The Board has unfettered and completes access to all information within the Company.
The Company has established procedures to enable its Board to periodically review compliance reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non compliances.
Remuneration of Directors
The company has not paid any remuneration to its Directors during the financial year 2014-15. The Company did not advance any loans to any of its Directors in the year under review.
Samtel Color does not pay any remuneration to non-executive Directors for attending Audit Committee, Stakeholders Relationship Committee meeting and / or any other committee of the Board of Directors. Mr. S P Gugnani & Mr. Uday Sethi are not being paid any sitting fees. The Company also dose not pays remuneration to its Chairman and Managing Director by way of salary, perquisites and allowances.
Board Level Committees
Samtel Color has four Board level Committees i.e. Audit Committee, Share Transfer and Investors' Grievance Committee, Finance Committee, Remunerations and Compensation Committee. The Board of the Company takes all decisions with regard to constituting, assigning, co-opting, delegating and fixing the terms of reference for the Committees. Recommendations / decisions of the Committees are submitted/informed to the Board for approval/information. The quorum for the Board level committee meetings is either two members or one-third of the members of the Committee whichever is higher and two Independent members present in a meeting of the committee.
The Audit Committee of the Company was constituted in the year 1988. As on 31st March 2015, the Company's Audit Committee comprises of three members out of which two are independent Directors. In 2014-15, the Audit Committee met four times on 30th May 2014, 14th August 2014, 14th November 2014, and 13th February 2015. Minimum two numbers of Independent Directors were always present in each Audit Committee Meeting. All members of the Audit Committee have accounting and financial management expertise.
The audit committee was reconstituted on 14.08.2014. Mr. Uday Sethi has been appointed as the Chairman. Mr. S P Gugnani & Mr. Kaura have been nominated as member to the Audit Committee. No sitting is#eing paid to any member for attending the meeting of the Audit Committee. Mr. Ajit Singh has resigned^e^ffective from 14th August, 2014.
The terms of reference, role and power of the Audit Committee as stipulated by the Board are in .conformity and in line with the statutory and regulatory requirements as prescribed under Section 292A of the companies Act, 1956 and Clause 49 of the Listing Agreement.
The Chairman briefs the Board periodically about the Committee's activities and issues that arise with respect to the quality of the Company's financial statements, compliance with legal and regulatory requirements and the performance of the Company's Auditors.
The Chairman of the Audit Committee was present in the last Annual General Meeting of the Company. The Company Secretary acts as the Secretary to the Committee.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee approves and monitors transfers, transmission, splitting and consolidation of shares issued by the Company. This Committee also monitors complaints of shareholders relating to transfer of shares, non receipt of Annual Report etc. The Committee as on March 31, 2015 was comprised of two Directors i.e. Mr. Uday Sethi , Non Executive Independent Director as Chairman and Mr. Satish K. Kaura, Chairman & Managing Director of the Company as member.
During the year under review the Company has not received any complaint form its investors/shareholders.
There are no legal proceedings with regard to transfer of shares, except in respect of shares which have been attached by the Court / Govt. Authorities. Your Company has taken appropriate action to protect the interest of investors.
The Company Secretary acts as the Secretary to the Committee and has been designated as the Compliance Officer to monitor the share transfer process and liaison with the regulatory authority.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee consists of three members, out of which two are independent directors. Mr. Uday Sethi is the Chairman of the Committee and the other two members are Mr. S P Gugnani & Mrs. Alka Kaura.
The Remuneration and Compensation Committee has been delegated the following powers by the Board of Directors:
1. To fix, revise and recommend the remuneration of the Chairman and Managing Director.
2. To fix, revise and recommend the remuneration structures of the senior employees of the Company.
3. To fix the number of options to be granted, and eligibility of the employee under ESOS'2001.
The Committee has not met during the year since as per the policy approved by the Board no remuneration/sitting fees is payable to the Directors.
Management Discussion and Analysis
'Management Discussion and Analysis Report forms part of the Annual Report and includes discussions on various matters specified under Clause 49 (IV) (F) of the Listing Agreement.
a) Related Party Transactions:
Disclosure of all related party^transactions, if any, has been made in the notes to the accounts of the annual accounts, which forms part of the annual report. All the Directors have disclosed their interest in form No. MBT1 & DIR8 pursuant to Section 184 of the Companies Act, 2013 and as and when there is any change of directorship or other interest, the same is placed before the Board at their meeting for their information
b) Penalties or Strictures imposed on the Company:
During the last three years, no penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other Statutory Authorities on any matters relating to the capital markets except penalties imposed by Stock Exchange with regard to late submission of documents/information in terms of the provisions of Listing Agreement and SEBI Guidelines.
c) Particulars of Director to be appointed/re-appointed:
Information pertaining to particulars of Director to be re-appointed at the forth coming Annual General Meeting is being included in the Notice convening the Annual General Meeting.
d) Proceeds from Preferential Issue of Equity Shares/Warrants/FCCBs:
During the year the Company has not issued any Equity sharesAVarrants/FCCBs.
e) Code of Conduct:
The Board has laid down the Code of Conduct for all Board members and senior management of the Company. All personnel to whom the Code is applicable have confirmed compliance with the Code of Conduct for the financial year ended on 31st March, 2015. A declaration to the effect, duly signed by the Chairman & Managing Director, is annexed hereto.
f) Disclosure of Accounting Treatment:
in the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.
g) Initiatives on Prevention of Insider Trading Practices
The Company has in place a comprehensive code of conduct for its management staff and relevant business associates. The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of the Company, and cautions them on consequences of violations.
h) Disclosure of Accounting Treatment in Preparation of Financial Statements
The Company follows the guidelines of accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.
i) Details of Non-Compliance by the Company in Last Three Years
As on March 31, 2015, your Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges,
No Penalties or strictures have been imposed on your Company by SEBI or any other Statutory Authorities in connection with violation of Capital Markets norms, rules, regulations, etc. in the last three years,
Due to financial problems and company being registered with Board for Industrial & Financial Restructuring (BIFR), it has not paid the listing fee to National Stock Exchange of India Limited for the year 2014-15 & 2015-16. The listing fee for the year 2014-15 was paid to BSE Ltd. and the listing fee for the year 2015-16 was also not paid to BSE Ltd. Your company has also not been able to make the payment of listing fee for the year 2013-14 to National Stock Exchange of India Limited. The company has also filed its application for delisting of equity shares from National Stock Exchange of India Ltd.
CEO / CFO Certification
The CEO and CFO certification as mandated in Clause 49 of the Listing Agreement was placed before the Board at its meeting held on 30th May, 2015.
Ill SUBSIDIARY COMPANIES
All subsidiary companies of the Company are managed by the respective Board of Directors having the rights and obligations to manage such companies in the best interest of their stakeholders. The Company and its Board regularly monitors the performance of the subsidiary companies.
IV. SHAREHOLDERS Means of Communication
During the year the quarterly and annual results has been published in one English and one Hindi daily. The Company's quarterly results are also available on its website www.samtelgioup.com
V. ADDITIONAL SHAREHOLDER INFORMATION
Annual General Meeting
Date: 30.09.2015 Day: Tuesday
Time: 3.30 p.m.
Venue: Benquet Hall, Jasmine Boutique Hotel, 50, Pocket - 1, Jasola, New Delhi 110025 Financial Results
In the financial year 2014-15 the interim results were announced on:
30* May' 2014: Audited account for the year 2013-14
14th August' 2014: First quarter
14th November 2014: Second quarter and half yearly results.
13th February 2015: Third quarter results.
30™ May 2015: Forth quarter & audited results for the year ended 31st March, 2015.
The register of members will remain closed from 25th September' 2015 to 29Ul September' 2015. Dividend
The Company has not declared any dividend since 2005-06, due to inadequacies in the profits of the company.
Listing And Stock Codes
1: STOCK CODES / SYMBOL OF THE COMPANY Stock Exchanges Stock codes
2: ISIN No.: INE 381A01016 3
Dematerialisation of Shares
With effect from 26th June 2000, the shares of the Company were admitted to compulsory de-mat mode vide circular no. SMBRP / POLICY / CR-9 / 2000 dated 16 February, 2000 issued by SEBI. Currently shares of the Company are held in both electronic and physical mode. Over 97% equity shares of the Company have already been dematerialised.
Share Transfer System
The Stakeholders Relationship Committee, which normally meets twice each month, processes and approves shares sent for transfer, transmission etc. The facility for the transfer in electronic mode is available to the investors.
Details of Funding Obtained in the Last Three Years:
The company has not obtained any fund from the investors since last 3 years.
Outstanding Warrants and their Implications on Equity
As on March 31, 2014 there were no outstanding warrants to be converted into equity shares. However, the Company is yet to issue and allot 13745704 warrants having optional right of conversion into equity shares of the face value of Rs. 10/- each to M/s. Samtel Machines and Projects Limited (Formerly known as Teletube Electronics Limited) as necessary approval of the Stock Exchanges is awaited in this regard. Full consideration (including premium of Rs. 4.55 per warrant) aggregating to Rs. 30 crores have already been received by the Company in two tranches i.e. Rs. 10 crores in December, 2009 and Rs. 20 crores in December, 2010. The warrants will be issued immediately on receipt of in-principal approval from the Stock Exchanges.
Share Transfer Agent:
MCS Share Transfer Agents Limited, F - 65,1st Floor, Okhla Industrial Area, Phase I, New Delhi -110020. Phone : (Oil) 41406149, 41406151 & 52, 41609386,41703885 Fax : (011)41709881
Company Secretary & Compliance Officer: Email ID Contact no.:
Prabhat Kumar Nanda prabhatnanda@samtelgroup .com 011 -42424000
Samtel Color Limited, 5th Floor, 501, 9 Copia Corporate suites, Dist. Centre, Jasola, New Delhi ~110025 Phone : 011-42424000. Fax : 011-42424099
Colour Picture Tubes Manufacturing Unit (I):
- Village Chhaprula, Bullandshehar Road, Dist. Gautam Budh Nagar - 201 009, Uttar Pradesh
Colour Picture Tubes Manufacturing Unit (II):
- Plot 2, Village Chhaprula, Bisrakh Road, Greater Noida Industrial Development Area, Dist. Gautam Budh Nagar - 201 009
Village Naya Nohra, Kota-Baran Road,
Colour Picture Tubes Manufacturing Unit (IH):
- Kota Rajasthan
Colour Electron Gun Manufacturing Unit:
- C-l/1,2,3, Sector XXII, Industrial Area, Meerut Road, Ghaziabad - 201 003
Deflection Yoke Manufacturing Unit:
- Plot no. 6, Sector 2, Industrial Area, Parwanoo, Distt. Solan Himachal Pradesh