CORPORATE GOVERNANCE REPORT
THE COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The company believes in and practices good Corporate Governance. The company continuously endeavors to improve on these aspects on an ongoing basis. For creation of wealth for shareholders on a sustainable and long term basis and to maximize 'total returns to shareholder', being the core of the mandate from shareholders, it is imperative for the Management to institutionalize a 'Framework of Corporate Governance and Code of Practices' as an enabling methodology to strengthen decision-making processes and organization-wide compliance with core values of ethical integrity and reliability while enhancing effective, harmonious and transparent functioning amongst the Board of Directors, its Committees and the Executive Management to meet challenges and to make the best of opportunities in the years ahead.
BOARD OF DIRECTORS
There are 7 Directors on the Board of Company, comprising 2 Promoters and Executive Directors, 1 Promoter and Non-Executive Director, 3 Independent and Non-Executive Directors and 1 Additional Independent Non Executive Woman Director.
Composition of the Board of Directors of the Company as on 31st March 2015 was as under with details of other directorships and committee memberships: -
MEETING OF INDEPENDENT DIRECTORS AND ATTENDANCE
Independent Directors to meet at least once in a year to deal with matters listed out in Schedule IV of the Companies Act, 2013 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 quantity of flow of information to perform the duties by the Board of Directors
CODE OF CONDUCT
Sangam (India) Limited has laid down a code of conduct for all Board Members and senior management of the Company. All Board Members and designated senior management personnel have affirmed compliance with this code of conduct. The code of conduct is displayed on the website of the Company www.sangamgroup.com A declaration to this effect, signed by the Managing Director of the Company is attached at the end of this report
The Managing Director and CEO and CFO & Company Secretary of the Company have certified to the Board as required under provision V of the clause 49 of the listing agreement covering all aspects enumerated therein.
The terms of reference covered all the aspects stipulated by the SEBI guidelines and the Audit Committee has been mandated with the same terms of reference as specified in revised Clause 49 of the Listing Agreement with Stock Exchanges. The Chairman of the Committee is Shri Achintya Karati, an Independent Director and all members have adequate financial knowledge.
Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 (Corresponds to section 292A of the Companies Act, 1956) as well as Clause 49 of the Listing Agreement. The Chairman of the Committee is Shri Achintya Karati, an Independent Director and all the members of the Audit Committee are financially literate and have accounting and financial management expertise. The Managing Director & CEO, President and representatives of the Statutory Auditors and Internal Auditors are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as the Secretary to the Audit Committee.
c. Meetings and Attendance
The details of meetings held during the year, and the attendance thereat, are as follows:
Date of meetings - 4 meetings of the Audit Committee of Board of the Company were held during the financial year 2014-15 on 30.04.2014, 31.07.2014, 30.10.2014 and on 06.02.2015.
- Shri GC Jain, President attended all the meetings of the Committee as invitee to represent the finance function. Shri RM Sinduria represented the Internal Audit function. The Statutory Auditors of the company also attended the meetings. The Statutory Auditors of the company are invited to join Audit Committee meetings for discussions. The Audit Committee holds discussions with the Statutory Auditors and their report on the audit of the yearly accounts, the yearly audit plan, matters relating to compliance of accounting standards, their observations arising from the limited review report/ annual audit of the Company's accounts and other related matters.
The Audit Committee during its four meetings reviewed with the management and the auditors (both external and internal) all issues, which are required to be reviewed by the Audit Committee pursuant to the listing agreement with the Stock Exchanges as also the Companies Act, 2013. The Audit Committee has also reviewed the observations of the internal and statutory auditors in relation to all areas of operations of the company as also the internal control systems. In addition, the committee has been examining all areas associated with the taxation matters (direct and indirect) and has reviewed the measures initiated by the company for mitigating the risks. The Audit Committee has also reviewed the actions taken by the company on various observations and queries of the auditors.
Powers of the Audit Committee
- To investigate any activity within its terms of reference;
- To seek any information from any employee;
- To obtain outside legal or other professional advice;
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee
1. 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.
2. Recommending to the Board, the appointment,reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of subsection (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. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval
5A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
7. 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.
8. Discussion with internal auditors any significant findings and follow up there on.
9. 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.
10. 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.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
12A. 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 & background, etc. of the candidate.
13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Review of information by Audit Committee
The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee
The terms of reference covers all aspects as stipulated in revised clause 49 of the listing agreement.
NOMINATION AND REMUNERATION COMMITTEE
A Remuneration Committee is there to formulate and recommend to the Board a Compensation/remuneration structure for managing/whole time directors. Nonexecutive directors are at present not paid commission over and above the sitting fees.
The composition of the Nomination and Remuneration Committee as on 31st March, 2015 was as follows
i. For Managing/Whole time Directors
The total remuneration, subject to shareholders approval, consists of:
a. A fixed component - consisting of salary and perquisites; the perquisites and benefits are in line with the company rules for senior managerial personnel.
b. A variable component - linked to performance of company as well as of the individual director -consisting of performance linked bonus, as may be determined by the Remuneration Committee, within the limits approved by the shareholders/ subject to Schedule V of the Companies Act, 2013.
c. Commission payable to Shri S.N. Modani, Managing Director not exceeding 1% and to Shri V.K.Sodani, Executive Director not exceeding 0.25% of the net profits computed under section 197 of the Companies Act, 2013 approved by the shareholders.
ii. For Non-executive Directors
Sitting Fees pursuant to the Article 82(a) of the Articles of Association of the Company, the Board of Directors to determine the sitting fee payable to a director of the Company for attending the meeting of the Board or its Committee not exceeding such amount as permissible under the Companies Act, 2013 and/or Rules made thereunder.
Details of remuneration paid to the Whole-time/Independent Directors are given in the Extract of Annual Return in Form MGT 9 which is included in this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board of Directors has constituted Corporate Social Responsibility Committee of Directors as required under Section 135 of the Companies Act, 2013. The role of the Committee is to formulate and recommend to the Board, a Corporate Social Responsibility Policy, recommend the amount of expenditure to be incurred on activities and monitor CSR Policy.
Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Committee reviews the system of dealing with and responding to correspondence from the investors' viz.-shareholders. The details of complaint letters received from Stock Exchange(s), SEBI, Department of Company Affairs are also placed before this committee and it reviews the responses there to individually.
During the year, 6 complaint letters were received from investors directly or through SEBI and were dealt with satisfactorily. There are no investor grievances pending for a period exceeding one month. There are no pending complaints as on 31st March 2015.
The Board had authorized Shri Anil Jain, CFO & Company Secretary to approve all routine transfers and transmissions of shares. Presently, transfers, transmissions etc. are affected within 12-15 days (as against the stipulated norm of 15 days).
(i) Details of relevant related party transactions entered into by the company are included in the Notes to Accounts. During the year, the Company has framed a Policy on related party transactions setting out (a) the materiality thresholds for related parties and (b) the manner of dealing with transactions between the company and related parties based on the provisions of the Act and Listing Agreement requirements.
During the year, materially significant transactions with related parties, as per the policy adopted by the Company, were in the normal course of business, priced on an arm's length basis and did not have potential conflict with the interests of the company at large. All transactions with related parties entered into by the company were in the normal course of business on an arms' length basis and were approved by the Audit Committee.
(ii) The company has complied with various rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to the capital markets during the last 3 years. No penalties or strictures have been imposed by them on the Company.
(iii) The Audit Committee has established a Vigil Mechanism and adopted a Whistle-Blower Policy, which provides a formal mechanism for all Directors and employees of the company to approach the Management of the Company and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. A copy of policy is also uploaded on the website of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The company affirms that no director or employee of the Company has been denied access to the Audit Committee.
(iv) Reconciliation of Share Capital Audit
A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/ paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.
MEANS OF COMMUNICATION
a. The quarterly results are generally published in Economic Times or Business Line or The Business Standard in English and Rajasthan Patrika and/or Dainik Bhaskar and/or Nafa Nuksan in Hindi. The quarterly results are also displayed on the Company's notice boards in all locations.
b. A Management Discussion and Analysis report is enclosed separately as part of this Annual Report.
Corporate Filing and Dissemination System (CFDS)
Corporate Filing and Dissemination System (CFDS) The Stock Exchanges have the CFDS which is a portal jointly owned, managed and maintained by the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). It is a single source to view information filed by listed companies. All disclosures and communications to the BSE and NSE are filed electronically through the CFDS portal www.corpfiling.co.in
BSE Listing Centre
BSE Limited has launched an Online Portal - BSE Corporate Compliance & Listing Centre (the "Listing Centre") for submission of various filings by listed companies. All disclosures and periodic filings submitted to the BSE are also upload on the Listing Centre.
NSE Electronic Application Processing System (NEAPS)
The Company also files information through NEAPS - a web based application provided by NSE which facilitates online filing of Corporate Governance Report, the Shareholding Pattern by companies, Results and other disclosures.
Extensive Business Reporting Language (XBRL)
XBRL is a language for electronic communication of business and financial data. It offers major benefits to all those who have to create, transmit, use or analyze such information which aids better analysis and decision making. Ministry of Corporate Affairs (MCA) vide its circular No. 37/2011 dated June 7, 2011, had mandated certain companies to file their Annual Accounts vide this mode. The Company has filed its Annual Accounts on MCA through XBRL.
Ministry of Corporate Affairs (MCA)
The Company has periodically filed all the necessary documents with the MCA.
SEBI Complaints Redress System (SCORES)
A centralized web based complaints redress system which serves as a centralised database of all complaints received, enables uploading of Action Taken Reports (ATRs.by the concerned companies and online viewing by the investors of actions taken on the complaint and its current status.
The Annual Report containing inter alia the Audited Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to the investors. Management Discussion and Analysis forms part of the
Annual Report. Pursuant to the Green Initiative launched by the MCA, the Company also sends e-copies of the Annual Report to Members who have registered for the same.
The Annual Reports are also available in the Investor Relations section on the Company's website www.sangamgroup.com
In support of the "Green Initiative" undertaken by Ministry of Corporate Affairs, the company had during the financial year 2014-15 sent various communications by email to those members whose email addresses were registered with the Depositories or the Registrar and Transfer Agents. Physical copies sent to only those members whose email addresses were not available.
In view of the Listing Agreement with the Stock Exchanges, the company has emailed soft copies of its Annual Report to all those shareholders who have registered their email address for the said purpose. We would greatly appreciate and encourage more members to register their email address with their Depository Participant or the Registrar and Transfer Agent of the Company to receive soft copies of the Annual Report, Notices and other informations disseminated by the company, on a real-time basis without any delay.
GENERAL SHAREHOLDER INFORMATION
a. 29th Annual General Meeting
- Date and Time
Wednesday, September 30, 2015 at 4.00 p.m.
- Venue : "Sangam House", Atun, Chittorgarh Road, Bhilwara-311001 (Raj.)
b. Financial Calendar
- Unaudited results for the quarter ending June 2015 : 4th August, 2015
- Un-audited results for the quarter/half year ending September 2015 : 15th November, 2015
- Un-audited results for the quarter ending December 2015 :14th February, 2016
- Audited results for the year ending March 31, 2016 : May 2016
c. Book closure date
24.09.2015 to 30.09.2015 (both days inclusive)
d. Dividend payment date : Within 7 days of AGM (Subject to approval at the AGM)
e. The listing fee has been paid up to date, to all the Stock Exchanges.
f. Bombay Stock Exchange Ltd. (BSE)
i. Scrip code : 514234
ii. Scrip ID : SANGAM
Trading symbol at National Stock Exchange of India Ltd. (NSE) : SANGAMIND
Share Transfer System
The Company's shares are traded in the Stock Exchanges compulsorily in Demat mode. Shares in physical mode, which are lodged for transfer are processed and returned to the shareholders within the stipulated time.
Dematerialization of shares and liquidity
Shares of the Company are traded in electronic form. SEBI has stipulated the shares of the Company for compulsory delivery in dematerialization form only, by all investors from December 2000. About 99.40% of the shares holdings have already been dematerialized. Shares of the Company are actively traded in Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and have reasonably good liquidity.
Office and works
Atun, Chittorgarh Road, Bhilwara - 311 001 (Raj.) Ph.: +91 1482 305000, Fax: +91 1482 304120 E-mail: email@example.com website: www.sangamgroup.com
Unit - I : Vill. Biliya Kalan, Chittorgarh Road, Bhilwara - 311 001 (Raj.)
Unit - II : 91 K.M. Stone, N.H.-79, Vill. Sareri, Dist. Bhilwara - 311 024 (Raj.)
Weaving, Processing and Seamless
Vill. Atun, Chittorgarh Road, Bhilwara - 311 001 (Raj.)
Vill. Biliya Kalan, Chittorgarh Road, Bhilwara - 311 001 (Raj.)
Registrar and Share Transfer Agent
Bigshare Services Private Limited, E-2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (E), Mumbai -400 072 E-mail: firstname.lastname@example.org Tel No's. : 022-40430295, Fax No. 022-28475207
Address for Correspondence
All matters relating to Dividend, Annual Reports and other related matters Company Secretary Sangam (India) Limited, Atun, Chittorgarh Road, Bhilwara - 311 001 (Raj.) Ph.: +91 1482 305000, Fax: +91 1482 304120 email : email@example.com website: www.sangamgroup.com