REPORT ON CORPORATE GOVERNANCE
(As required under Clause 49 of the Listing Agreement of the Stock Exchange)
The Corporate Governance Report for the year under review from April 01, 2012 to March 31, 2013
1. Company^s Philosophy on Code of Corporate Governance:
At Santowin Corporation Limited, we believe in adopting the best Corporate Governance practices and appropriate disclosure norms towards protecting rights and interest of stakeholders. The Company believes in transparency, professionalism and accountability, which are also the basic principles of Corporate Governance. The Company would constantly endeavor to improve on these aspects.
2. BOARD OF DIRECTORS -
CONSTITUTION AND COMPOSITION:
The Board of Directors of the Company has appropriate composition of Executive and Non- Executive Directors including Independent Directors. The Board of Directors through their active participation ensures that the decisions on the policy matters are taken after due deliberation and in consonance with the good corporate governance practices.
The Board of Directors along with its Committees provides leadership and guidance to the Company's management and directs, supervises and controls the performance of the Company.
During the year under review, the Board of Directors of the Company consisted of Five Directors. As on March 31, 2013, two of them, i.e. Mr. Vinod Bansal and Mr. Vinay Poddar are Independent Directors.
Mr. Ashok Gupta is Non-Executive Chairman. Hence the composition of the Board of Directors is well within the norms of Corporate Governance.
As required by the Companies Act, 1956 & Clause 49 of the Listing Agreement, none of the directors holds directorship in more than 15 public companies, membership of Board Committees (Audit/Investors Grievance Committees) in excess of 10 and chairmanship of Board Committees as aforesaid in excess of 5.
a) Number of Board, Committee of Board Meetings and Attendance Record of the Directors:
During the year ended March 31, 2013, the Company had Four (4) Board meetings. These meetings were held on May 14, 2012, August 14, 2012 November 15, 2012, February 13, 2013.
The composition of Board of Directors and the attendance at the Board
The Board of Directors responsibilities include review of:
Strategy and business plans
> Annual operating and capital expenditure budgets
> Investment and exposure limits
> Business risk analysis and control
> Senior executive appointment
> Compliance with statutory / regulatory requirements and review of major legal issues
> Adoption of quarterly results/ annual results
Transaction pertaining to purchase and disposal of property, major provisions and write offs.
3. DIRECTORS INTEREST IN THE COMPANY:
For the sake of transparency, the Company is committed to make full disclosures regarding the interest of and payments to, all Directors.»During the year under review, the Company has not paid any sitting fees to the Directors. Further, it is not a policy of the Company to give loans and advances to its Directors.
CODE OF CONDUCT:
The Board has formulated a code of conduct for the Board members of the Company. All Board members have affirmed their compliance with the code. A declaration to this effect signed by the Chairman of the Board of Directors of the Company is given elsewhere in the Annual Report.
CEO / CFO CERTIFICATION:
The certificate under Clause 49 V of the Listing Agreement with the Stock Exchanges, signed by the Chairman, is annexed to this report.
4. AUDIT COMMITTEE:
Terms of reference of Audit Committee are as per Section 292A of the Companies Act 1956 and the guidelines set out in the Listing Agreements with the Stock Exchanges and the same inter-alia, include but is not limited to related
party transactions, appointment or removal of chief internal auditors, compliance of legal provisions and accounting standards etc, overseeing financial reporting process, reviewing periodic financial results, financial statements and adequacy of internal control systems with the management and adequacy of internal audit function, discussions with auditor about the scope of audit including the observation of the auditors and discussion with internal auditors on any significant findings. The Audit Committee assists the Board in meeting its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements.
Composition of Audit Committee:
During the year under review, the composition of the Audit Committee of the Board comprised the following Non-Executive Directors
1.Mr, Vinod Bansal - Chairman
2. Mr. Vinay Poddar - Member
3, Mr. Ankush Gupta - Member
The statutory auditors and the internal auditors are the permanent invitees to the Audit Committee meetings.
The Audit Committee, in its meetings, gives to the Board its recommendations based on its review as per terms of references on the following matters:
> The Company's financial reporting process and disclosure of its financial information,
> Appointment of Statutory Auditors and fixation of their audit fee.
> Internal control systems, scope of Audit including observation of the Auditors, adequacy of internal audit functions, major accounting policies, practices and entries, compliance with accounting standards with the Stock Exchanges and legal requirements concerning financial statements and related party transactions, if any based on review and discussion with Auditors, The Company's financial and risk management policies based on discussions with the internal auditors and as a follow-up of the internal auditors significant findings thereon.
Quarterly and Annual tmancial statements before submission to the Board of Directors.
Meetings of the Audit Committee:
During the year under review, four (4) meetings of the Audit Committee were held on the following dates: May 14, 2012, August 14, 2012, November 15, 2012 and February 13, 2013.
5. REMUNERATION COMMITTEE:
The Company has not constituted any remuneration committee. The Company has no pecuniary relationship or transaction with its Non-Executive Directors.
The Company does not have an incentive plan which is linked to performance and achievement of the Companies objectives. The Company has no stock option plan and pension scheme.
The Company has not paid any sitting fees to the Non-Executive Directors. No remuneration was paid to any Director of the Company, during the year ended on March 31, 2013.
6. SHAREHOLDERS / INVESTOR GRIEVANCES SHARE AND TRANSFER COMMITTEE:
The Board has constituted Shareholders/Investor Grievances and Share Transfer Committee comprising 3 members.
7. The Committee oversees the performance of the Registrars and Share Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. The Committee also monitors the implementation and compliance of the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.
The Committee met three (3) times during the year under review, on the following dates: 20/05/2012, 24/08/2012 and 15/01/2013.
Mr. Ashok Gupta is the Compliance Officer for complying with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 and the Listing requirements with the Stock Exchange.
INVESTOR GRIEVANCE REDRESSAL:
- Pending complaints as on 01.04.2012 - Nil
- No. of shareholders complaints received - 1
- No. of complaints not resolved to the Satisfaction of the shareholders - 1
- Pending complaints as on 31.03.2013 - Nil
b) Postal BaUot:
No Postal Ballot held during the year 2012-2013
II (a) Related Party Transactions:
There are related party transactions inade by the Company which are disclosed in Note No. 24 of Schedule 24.2 to the accounts in the annual report and the same are as per the provisions of the Companies Act, 1956.
II (b) Statutory Compliance, Penalties and Strictures
The Company has complied with the requirements of the Stock Exchanges/SEBl and Statutory Authority on all matters related to capital markets during the year. No penalties or strictures have been imposed on the Company by these authorities.
9. Means of Communications
(i) Quarterly Results:
The Company publishes its Quarterly Results in English and Marathi language newspapers i.e. Tlie Frc^ Press Jouirial aiid Navsliakii.
(ii) News Release^ Presentation etc.:
Official news releases, detailed presentations made to media, analysts, institutional investws.. etc
The Company's is having its own web<site> www.santowincorp.com <http://www.santowincorp.com>
(iv) Annual Report:
Annual Report containing, inter alia. Audited Annual Accounts, Directors Report, Auditors Report and other important information is circulated to members and others entitled thereto. The Management Discussion and Analysis (MD&A) and Corporate Governance Report form part of the Annual Report.
10. General Shareholder Information:
(a) Registered Office & Annual General Meeting
Registered office: 702, 7th floor, Concord CHS Ltd, N.S. Road No. 10, JVPD Scheme Juhu, Mumbai - 400 072
Annual General Meeting: September 30, 2013 at 9.00 A.M.
Venue : Registered office of the Company
(b) Financial Calendar : 2013-2014 (Tentative)
Quarter ending - In the month of
June 2013 - July/August 2013
September 2013 - October / November 2013
December 2013 - January / February 2013
March 2014 (Audited annual results) - May 2014
(c) Book Closure Period:
From Thursday, September 26, 2013 to Monday, September 30, 2013 (both days inclusive), for the Annual General Meeting.
(d) Dividend Payment Date (s)
No dividend is declare
(f) Market Price Data:
Stock Exchange Code: 512465
Source: BSE website.
Madras Stock Exchange Code: SANTOWCORP
(g) Registrars and Transfer Agents:
Purva Sharegistry (India) Private Limited
9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Opp, Kasturba Hospital, Lower Parel (East),
(h) Share Transfer System:
Presently, the share transfers, which are received in physical form, are processed and the share certificates are returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission etc. of the Company's securities to the Shareholders/Investors Grievances and Share Transfer Committee.
The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchange and files a copy of the said certificate with the Stock Exchange.
(m) Outstanding GDRs/ADRsAVarrants or any convertible instruments conversion
As of date, there are no outstanding GDRs / ADRs / Warrants or any convertible instruments.
The Company's does not have any plant.
(n) (i) Address for investor correspondence
For any assistance regarding dematerialisation of shares, share transfers, transmissions, change of address, payment of dividend on shares and any other query relating to shares of the Company:
Shareholders, holding shares in electronic mode, should address all their correspondence to their respective Depository Participants (DPs).
(ii) Any query on Annual Report; Registered office of the Company.
(o) Capital Integrity Audit for Reconciliation of Capital:
As stipulated by SEBI, a qualified Practicing Company Secretary (PCS) carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the copy of the report is submitted to the Stock Exchanges where the shares are listed. The audit confirms that the total Listed and Paid-up Capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form.
11. Transfer of Unpaid/unclaimed amounts to lEPF:
Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid/unclaimed for a period of 7 years are required to be transfen'ed by the Company to the Investor Education and Protection Fund (lEPF) established by the Central Government pursuant to Section 205C of the said Act. There is no unclaimed dividend which is due for transfer to lEPF.
12. Equity Shares in the Suspense Account
As per Clause 5 A(I)(g) of the Listing Agreement, the Company reports that None of Equity Shares lying in the suspense account which were issued pursuant to the public issue of the Company in the year 1992.
13. Compliance Certificate of the Auditors:
The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges and the same is annexed to the Directors Report and Management Discussion and Analysis. The Certificate from the Statutory Auditors will be sent to the Stock Exchanges where the shares of the Company are listed along with the Annual Report of the Company.
14. Non- mandatory disclosures;
The non- mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings as detailed below:
The Board: No policy has been fixed on tenure of independent directors.
Auditor's qualifications & observation on the financial statements for the year 2012-2013 have been appropriately explained in the Directors Report.
Training of Board Members;
The present Board of Directors consists of well experienced and responsible members of the society. All the Directors are well aware of business model as well as the risk profile and business parameters of the Company and their responsibilities as Directors. However, periodical briefings are made to the directors about the business model & risk profile of the Company.
15. CEO / CFO Certification
In terms of the requirements of Clause 49 (V) of the Listing Agreement, the Chairman, Mr. Ashok Gupta, have submitted necessary certificate to the Board of Directors stating the particulars specified under the said clause. This certificate has been reviewed and taken on record by the Board of Directors at its meeting held on September 5,2013
16. Auditor^s Certificate on Corporate Governance
The Auditor's Certificate on compliance of Clause 49 of the Listing Agreement relating to Corporate Governance is published as an annexure to the Directors' Report.
17. Declaration on Comnliance with Code of Conduct
It is hereby affirmed that all the directors and the senior management personnel have complied with the Code of Conduct framed by the Company and a confirmation to that effect has been obtained from the directors and senior management.
For Santowin Corporation Limited
Date: September 05, 2013