REPORT ON CORPORATE GOVERNANCE (PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT)
A. Company's Philosophy on code of Governance :
The Company's philosophy is to conduct its affairs in a manner, which is transparent, clear and evident to those having dealing with or having stake in the Company, namely shareholders, lenders, creditors and employees. The Company's philosophy on Corporate Governance is thus concerned with the ethics and the values of the Company and its Directors who are expected to act in the best interest of the Company and remain accountable to shareholders and other beneficiaries for their action.
B. Board of Directors:
(i) The Board of Directors of the Company comprises of 4 Directors with optimum combination of executive, non-executive and independent directors. The Board met 6 (Six) times during the year on various dates and the nature of the directorship of all the Directors are as follows:
Name of Director Category
Mrs. Deepa Tracy Managing Director
Mr. Manish Chaudhari Non-Executive Director
Mr. Suresh Mhatre Independent Non-Executive Director
Mr. Samir Mehta Independent Non-Executive Director/Professional Director
(ii) Board Meetings:
The Board of Directors met 6 times during the financial year on 1.04.13, 27.5.13, 12.08.13, 19.09.13, 11.11.13 and 6.02.14.
(iii)Attendance of Directors:
The Board of Directors of the Company has optimum combination of executive, non-executive and independent directors.
DISCLOSURE PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT:
DETAILS OF DIRECTOR BEING RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING: (iii) Profile of Directors:
1. Mr. Manish Chaudhari (43) is an MBA, has wide entrepreneurial experience of varied industries particularly in garment, infrastructure and rich experience in general management and has been associated as Director of the Company since 2012. Mr. Chaudhari is a member of the Share Transfer cum Shareholders Grievances Committee and he holds 10,45,525 Equity Shares of the Company. Mr. Chaudhari retires by rotation and being eligible offers himself for re-appointment. He is also a Director in Mantra Exports Private Limited, Mantra Fashions Private Limited and Shloka Overseas Private Limited.
2. Mrs. Deepa Tracy (61) is a Science Graduate and has wide entrepreneurial experience of varied industries and rich experience in general management and has been associated as Director of the Company since 2012. Mrs. Deepa Tracy is a member of the Audit Committee and Share Transfer cum Shareholders Grievances Committee. She holds 10,45,525 Equity Shares of the Company. Mrs. Deepa Tracy has been appointed as a Managing Director of the Company for a period of 5(five) years and not liable to retire by rotation. She is also a Director in Mantra Exports Private Limited, Mantra Runaway Entertainment Private Limited, Mantra Fashions Private Limited and Shloka Overseas Private Limited.
3. Mr. Samir Mehta (50) is a practicing Chartered Accountant having vast experience in the profession of financial services. He is associated as Director of the Company since 1991. Mr. Mehta is a member of the Audit Committee and Share Transfer cum Shareholders Grievances Committee. He does not hold any shares in the Company. He is also a Director in Pancham Nishad Creatives Ltd., V-Magnum Opus Strategic Solutions Private Limited and Ace Publications and Promotions Private Limited.
4. Mr. Suresh Mhatre (50) is a management consultant with over 35 years' experience in leading Consultancy firm. He is associated as Director of the Company since 2012. He does not hold any shares in the Company He is also a Director in Mantra Runaway Entertainment Private Limited and Jingo Competitive Consultants Private Limited
C. AUDIT COMMITTEE:
The role of Audit Committee encompasses accounting matters, financial reporting and internal controls. The terms of reference of Audit committee are primarily to review accounting policies and of practices, systems and procedures of internal control, ensure compliances of accounting standards and regulatory guidelines, appointment /removal of auditors and fixing their remuneration. Review pending litigations, observations / Comments of the statutory auditors. Review and held discussions with statutory auditors on their observations and critical issues put forth by them. The Audit Committee met 4 times during the financial year on 27.05.2013, 12.08.2013, 11.11.2013 and 06.02.2014.
The Audit Committee discussed the Company's unaudited quarterly results before it was placed before the Board of directors and also had overview of the Company's financial reporting process.
D. SHAREHOLDERS GRIEVANCE COMMITTEE :
The Shareholders Grievance cum Share Transfer Committee met 5 times during the year.
Function: To deal with share transfer and dematerialization and handling shareholder complaints of all kinds.
Mr. Praful Sheth, Company Secretary has been designated as a Compliance Officer of the Company. During the year, the Company received 14 (Fourteen) complaints from shareholders and has resolved the same to the satisfaction of the shareholders. The Company has no unresolved complaints from any shareholders at the close of financial year and there is no request pending for any transfer as on date.
1. None of the transactions with any of the related parties were in conflict with the interest of the Company.
2. The Company has complied with all the provisions of various Corporate Acts, any rules and regulations made thereunder, including the various clauses of Standard Listing Agreement and hence no details of non-compliance by the company, penalties, restrictions imposed on the company by stock exchanges or Securities & Exchange Board of India, or any statutory authority, on any matter related to capital markets, during the last three years, requires to be reported.
3. It is hereby affirmed that no personnel has been denied access to the audit committee.
4. Disclosure of accounting treatment if different from that prescribed in Accounting Standards with explanation. The company has duly complied with all the Accounting Standards with proper explanatory statement for deviation, if any.
F. MEANS OF COMMUNICATIONS:
The Financials results of the Company are published in One English (Free Press Journal) and one Marathi Newspaper (Navshakti). The Company does not send half yearly / quarterly result to household of the shareholders by means other than News paper publication. The Company has not made any presentation to institutional Investor or to analysts.
The Management Discussion and Analysis Report is annexed.
G. CODE OF CONDUCT:
The Company has framed a specific code of conduct for the members of the Board of Directors, Pursuant to clause 49 of the listing agreement with Stock Exchanges.
H. GENERAL SHAREHOLDER INFORMATION:
1 Annual General Meeting :
Schedule 29th September, 2014 at 11.15 A.M.
Venue 21, Marol Co-operative Industrial. Estate, M.V. Road, Andheri (East), Mumbai - 400 059.
2 Financial Calendar : Board Meetings
Results for quarter ending June 30 2014, mid week of August, 2014
Results for quarter ending September 30 2014, mid week of November 2014
Results for quarter ending December 31 2014, mid week of February 2015
Results for year ending March 31 2015, On or before 31st May, 2015
3 Book Closure Date :
22nd September to 29th September, 2014 (both the days inclusive)
4 Dividend payment date:
No Dividend Recommended.
5 Listing of equity shares:
(1) The Mumbai Stock Exchange on stock exchanges at
(2) The Stock Exchange, Ahmedabad
6 Stock Code :
511577 at Mumbai Stock Exchange
52068 at Ahmedabad Stock Exchange
7 Demat ISIN Numbers in :
ISIN No. INE 304E01010 NSDL & CDSL for equity shares
8 Registrar & Transfer :
Bigshare Services Private Limited
E-2/3, Ansa Industrial Estate, Agent Sakivihar Road, Sakinaka, Andheri(E), Mumbai - 400 072
9 Share Transfer System:
At present, the transfer of shares are effected (if in physical form) within 12 to 15 days from the date of the receipt of the instrument effecting the transfer, subject to the instrument is valid and complete in all respect. However, the Company has offered the facility of transfer cum Demat. Under this system, after the transfer is being effected, an option letter is sent to the transferee indicating the details of the transferred shares and requesting him, if he wishes, to hold such shares in electronic form (Demat). If he wants his shares to be demated, he has to approach his Depository Participant (DP) with the option letter. The DP, based on the option letter, generates a demat request and send the same to the company along with the option letter issued by the company. On receipt of the same, the company dematerialises the shares. In case the transferee does not want the shares in electronic form, he need not exercise the option and the company will dispatch the share certificates after 30 days from the date of such option letter.
10.Distribution of shareholding as on March 31, 2014 :
As per Annexure "A" and Annexure "B"
Over 63.89% of the paid up shares has been dematerialised upto March 31, 2014. Trading in Equity shares of the Company is permitted in dematerialised form w.e.f. October 02, 2001 as per notification issued by the Securities and Exchange Board of India. In order to facilitate dematerialisation, the Company has assigned dematerialisation work to M/s. Bigshare Services Pvt. Ltd., SEBI Registered, Registrar and Transfer Agent having connectivity with N.S.D.L./C.D.S.L.
The Company does not have outstanding GDRS / ADRS / Warrants or any Convertible instruments.
(for dematerialisation/ transfer of shares, payment of dividend on shares, and any other query relating to the shares of the Company)
For Shares held in physical and dematerialised form
Ms. Flavia Dsouza, Bigshare Services Private Limited,
E-2/3, Ansa Industrial Est, Sakivihar Rd, Sakinaka, Andheri(E), Mumbai-400 072 Tel: 40430200
Mr. Praful Sheth, Company Secretary, Savani Financials Limited
91, Mantra House, Marol Co-op. Industrial Estate, M. V. Road, Andheri (East), Mumbai - 400 059. Tel.: 67604100
13Any query on Annual Report
Mr. Praful Sheth
Compliance officer 91, Mantra House, Marol Co-operative Industrial Estate, M. V. Road, Andheri (East), Mumbai - 400 059. Tel: 67604100