CORPORATE GOVERNANCE REPORT FOR THE PERIOD APRIL 1, 2013 TO MARCH 31, 2014
Your Company has complied in all material respects with the features of Corporate Governance Code as per the Clause 49 of the Listing Agreement with the Stock Exchange.
A report on the implementation of the Corporate Governance Code of the Listing Agreement by the Company is furnished below.
A. COMPANY'S PHILOSOPHY
Your Company lays much emphasis on the transparent working and providing much of the information etc. to the stake holders such as shareholders, investors, bankers, institutions etc. so that the reader/user of the information is in a position to take considered decision.
B. BOARD OF DIRECTORS :
i) Composition of Board
The Board of Directors of the Company consists of Directors having varied experience in different areas. The composition of the Board is in conformity with the provisions of Clause 49 of the Listing Agreement. The Company has no chairman either executive or non executive.
The composition and other details are as under :
The Company places before the Board the annual plans, performance of operations and other information, including those specified under Annexure I of the Listing Agreement from time to time.
(ii) During the period from April, 2013 to March, 2014, total 6 meetings were held on 29.05.2013, 14.08.2013, 30.08.2013,14.11.2013, 13.02.14 and 22.03.2014. The gap between any two meetings is not more than four months.
(iii) During the year no sitting fees was paid to the directors for attending the meeting of the Board of Directors.
(iv) AUDIT COMMITTEE :
The Audit Committee comprises of the following persons :
i. Mr. Ramesh Chandra Soni - Chairman
ii. Mr. Virendra Hansnath Maurya and
iii. Mr. Harikant Turgalia
Two-third members of the Committee are independent and non-executive directors.
The terms of reference of the Audit Committee are as outlined in the Companies Act, 1956 and the Listing Agreement.
Minutes of each Audit Committee are placed before and discussed in the Board.
During the year 2013-14, Four meetings of Audit Committee were held on 29.05.2013, 14.08.2013, 14.11.2013 and 13.02.2014. one of which was before finalization of Accounts and other before adoption of the quarterly financial results by the Board.
(V) REMUNERATION OF DIRECTORS
(a) NOMINATION AND REMUNERATION COMMITTEE:
Brief description and terms of reference :
(i) Frame Company's policies on Board and Directors with the approval of the Board.
(ii) Make recommendation for the appointment on the Board and state management positions.
(iii) Review and recommend compensation payable to the executive directors.
(iv) Review re-election of the members of the Board.
The Nomination and Remuneration Committee comprises of the following persons :
(a) Mr. Ramesh Chandra Soni - Chairman
(b) Mr. Virendra Hansnath Maurya
(c) Mr. Sunil Mithalal Jain
All the members of the nomination and remuneration committee are independent directors and non-executive.
During the year no remuneration was paid to non- executive director.
During the year one meeting of the Committee held on 29-05-2013.
No sitting fees was paid to the members for attending the meeting of the Committee.
Service Contract : 5 years with effect from the date of appointment i.e. 01-01-2011 Notice Period : Three months either side Severance fee : No severance fees
(vi) BOARD PROCEDURE :
(a) During the period April 2013 to March, 2014, Six Board meetings were held with atleast one meeting in every quarter with a time gap between two meetings not more than four months.
(b) There is no Director who is member in more than ten committees or acts as Chairman of more than five committees.
(vii) MANAGEMENT :
(a) Management discussion and Analysis Management Discussion and Analysis is part of this Annual Report.
(b) Disclosures :
(i) Transactions with the related parties are disclosed in Note no. 23 of "Notes to Accounts" annexed to the Accounts in the Annual Report.
(ii) No transaction of material nature has been entered into by the Company with its Directors or Management and their relatives, etc. that may have a potential conflict with the interests of the Company. The Register of Contracts containing transactions in which directors are interested, is placed before the Board regularly.
(iii) There has been no instances of non-compliance by the Company on any matter related to capital markets. Hence, the question of penalties or strictures being imposed by SEBI or the stock exchange or any statutory authorities does not arise.
(iv) Though there is no formal Whistle Blower Policy, the Company takes cognizance of complaints made and suggestions given by the employees and others. Even anonymous complaints are looked into and whenever 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.
(v) 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.
(vi) The details of the utilization of proceeds raised through preferential issue of equity shares /warrants are disclosed to the audit committee and in the balance sheet. The Company has not utilized these funds for purpose other than those stated in the notice convening the general meeting.
(vii) A certificate from CEO and CFO was placed before the Board.
(viii) The Company has periodic review and reporting to the Board of Directors of risk assessment by the senior executives with a view to minimize risk.
(viii) SUBSIDIARIES :
The Company has one subsidiary which is a foreign subsidiary. In view of this Clause 49(III) of the Listing Agreement is not applicable.
(viii) SHAREHOLDERS :
(a) Stakeholders Relationship Committee :
Stakeholders Relationship Committee to specifically look into redressing of shareholders and investors, complaints such as transfer of shares, non-receipt of shares, non- receipt of declared dividends and to ensure expeditious share transfer process. The Committee consists of the following persons:
(i) Mr. Ramesh Chandra Soni Chairman
(ii) Mr. Harikant Turgalia
(iii) Mrs. Shehnaz D. Ali
The committee met four times on 29.05.2013, 14.08.2013, 14.11.2013 and 13.02.14. The necessary quorum was present at all meetings. During the year under report no complaints were received. Further there were no complaints outstanding at the beginning and end of the year.
The Board has designated Mr. Wilfred D'mello who was appointed as Compliance Officer.
(b) Share Transfer Committee :
The Company's shares are traded in the dematerialized form on the Stock Exchange, Mumbai. To expedite the transfer in physical segments, the Company has constituted a share transfer committee comprising of Mr. Harikant Turgalia and Mrs. Shehnaz D. Ali on 10.06.2002. The Committee approves share transfer and transmission, issue of duplicate certificates and reviews all other matters connected with securities. During the year no complaints were received from any of the directors , through SEBI/ROC, through stock exchanges and investors associations and there is no complaint outstanding. No shares are pending for transfer.
(c) Directors seeking appointment/re-appointment:
Disclosures about the particulars of the directors seeking appointment/ re-appointment at the ensuing annul general meeting have been furnished in the annexure to the notice convening the Annual General Meeting .
(x) POSTAL BALLOT SYSTEM :
This year no special resolution through ballot paper is proposed nor special resolution was put through in the previous year.
C. CODE OF CONDUCT :
The Board of Directors have laid down the Code of Conduct for all the Board Members and the members of the Senior Management of the Company. The Company is in the process of placing the same on the Company's website. Certificate from the Wholetime Director affirming compliance of the said Code by all the Board Members and Members of Senior Management of the Company, to whom the Code is applicable, is annexed separately to this Report
D. MEANS OF COMMUNICATION :
The quaterly/half yearly/ annual unaudited / audited financial results of the Company are sent to the stock exchange where the shares of the Company are listed immediately after their approval by the Board .
The above results are generally published in English and Marathi languages news papers circulating in Maharashtra.
The results are not sent to the shareholders at their home.
The Company has placed its financials on the website www.satgroup.in
During the year the Company has made neither any representation to any analyst nor has given any press release.
E. GENERAL SHAREHOLDERS INFORMATION :
(i) Annual General Meeting :
Date and Time : 19.07.2014 at 09.00 AM
Venue : Umang Hall, Samrat Hotel, Prem Court, J. Tata Road, Churchgate, Mumbai - 400 020
ii) Financial Calendar Board meeting for consideration of Accounts for the year ended on 31.03.2014. :
Financial Reporting for : : 29.05.2014
Book Closure date :
16.07.2014 to 19.07.2014 (both days inclusive)
Board Meeting for consideration of Unaudited results for the first three quarters of the current financial year viz: : April 01,2014 to March 31,2015 :
within forty five days from the end of the quarter as stipulated under the listing agreement with the Stock Exchange.
Board Meeting for consideration of audited results for the current financial year ending 31,2015 March:
within sixty days from the end of the last quarter as stipulated under the listing agreement with the Stock Exchange.
Dividend Payment :
(iii) Listing At Stock Exchange :
Name of Stock Exchange
Bombay Stock Exchange Ltd., :Mumbai
Stock Code :511076
Code on screen :SatInd
(vi) Registrar and Transfer Agent :
The Company has appointed Link Intime India Private Limited as its transfer agent. All the transfer etc. work - physical as well as dematerialized work are looked after by the agent :
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W) Mumbai -400 078, India.
E-Mail : firstname.lastname@example.org Phone : 022-25963838 Fax : 022-25946969
(vii) Share Transfer System :
Share Transfer in physical form , if clear in all respect, are effected and returned within a period of 15 days from the date of receipt . Share Transfer Committee meets once in a week to approve transfer. Transfer Agent and the Company do comply with the requirements of clause 47 of the Listing agreement in time.
x) Dematerialisation of shares and liquidity
Trading of the Company" shares is compulsory in dematerialised form for all investors since August, 2001. Equity shares representing 99.9999% have been dematerialised with the following depositories :
Description :Equity Shares
Depositories :NSDL and CDSL
The liquidity of shares is normal.
(xi) Outstanding GDR/ADR/warrants etc. :
(xii) Location of plant :
The Company does not have any plant.
(xiii) ADDRESS FOR COMMUNICATION :
SAT INDUSTRIES LIMTED
41, B- Wing , Mittal Tower, Nariman Point , Mumbai - 400 021
PHONE : 022- 6610 7025 FAX NO. : 022- 6610 7027 E-MAIL : email@example.com WEBSITE: www.satgroup.in
(xiv) E-Mail Address for investors complaints : firstname.lastname@example.org
(xv) The Company has not obtained any public fund in the last three years.
(xvi) Adoption of non mandatory requirements: The Company has so far not implemented Non-Mandatory requirements of the Code of Corporate Governance.
ANNEXURE TO CORPORATE GOVERNANCE REPORT
In terms of the requirements of the amended Clause 49 of the Listing Agreement, this is to confirm that all the members of the Board and the senior management personnel have affirmed compliance with the Code of Conduct for the year ended 31st March, 2014.
Place : Mumbai
Dated : 30.05.2014