Report on Corporate Governance
Your Directors present the Company's Report on Corporate Governnance in compliance with Clause 49 of the Listing Agreement executed with the Stock Exchange:
1. The Company's philosophy on Corporate Governance
Secure Earth Technologies Limited pursues its long-term corporate goals on the bedrock of financial discipline, high ethical standards, transparency and trust. The Company believes in good corporate governance and continuously endeavors to improve focus on it by behaving responsibly towards its shareholders, business partners, employees and society. The Company also believes that the quest for excellence in performance vests on unflinching adherence to the core values of honesty, transparency and accountability in all business transactions. The objective of the Company is to deliver quality product and services in a timely manner to every customer at an optimal cost to the Company.
2. Board of Directors
The Board, an apex body formed by the shareholders, provides and evaluates the strategic directions of the Company; formulates and reviews management policies, serves and protects the overall interests of shareholders to ensure long-term value creation for stakeholders.
The Board was constituted in compliance with the Companies Act, 1956 and listing agreement with the stock exchanges and in accordance with best practice of Corporate Governance. The Board is headed by Mr. Hari Chandra, Non- Executive Chairman and three other directors.
b. Board Procedures
A. Five board meetings were held in the financial year ended 31st March, 2015 with a gap of less than four months between any two meetings one each on 24th September 2014, 16th October 2014, 8th December 2014 and 10th March 2015 respectively. All the information to the Board as per the Listing Agreement as mentioned in Annexure - 1 was made available at the Board.
B. No director is a member in more than 10 Committees or acts as Chairman of more a mandatory annual requirement for every director to inform the company about the Committees/Board member position he occupies in other Companies and notify the change, if any.
C. No director is a member in more than 10 Committees or act as Chairman of more than 5 Committees of company in which he is a Director. The company also has a mandatory annual requirement for every director to inform the company about the Committees/ Board member position he occupies in other Companies and notify the change, if any.
3. Code of Conduct
This Code of conduct applies to the Directors and Senior Management personnel of Secure Earth Technologies Limited, who has affirmed compliance to this Code on annual basis at the end of each financial year.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board had approved of the Code of Conduct as applicable to the Directors and the Senior Management. All Directors and members of the Senior Management have adhered to the Code of Conduct of the Company during the year and have signed declarations of the compliances of the same. The Annual Report of the Company contains a declaration to this effect from the Chairman & Managing Director. The Company has a Code of Conduct for prevention of Insider Trading in its shares which applies to all its Directors and designated employees.
4. Audit Committee:
Audit Committee comprises of Mr. Kulbir Singh and Mr. Murtaza Ali Soomar. Mr. Kulbir Singh is the Chairman of the Committee. The composition of the audit committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the listing agreement. The Audit Committee meetings took place on 24th September 2014, 16th October 2014 and 8th December 2014 and 10th March 2015 respectively.
As recommended by the Corporate Governance Voluntary Guidelines issued by the Ministry of Corporate Affairs, the Audit Committee has now initiated a practice of regular meetings with the auditor separately without the presence of the management.
1. Overseeing financial reporting process and disclosure of financial information, to ensure that the financial statements are correct, sufficient and credible;
2. Recommending appointment, re- appointment and removal of the statutory Auditors, fixation of audit fees and approval for payment of any other services;
3. Reviewing with the management, the periodical financial statements including Subsidiaries / associates, in particular the investments made by the unlisted subsidiaries of the Company, before submission to the Board for approval;
4. Reviewing with the management and the statutory, the adequacy of internal control systems and recommending improvements to the management;
5. Reviewing, with the management, the annual financial statements and the CEO & CFO Certificate as per Clause 49 of the Listing Agreement 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 (2AA) of section 217 of the Companies Act, 1956.
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 judgement 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 (AS 18 of ICAI and RBI guidelines).
g. Qualifications in the draft audit report.
6. Discussion with internal auditors on any significant findings and follow-up thereon;
7. Discussion with statutory auditors before the audit commences, about the nature and scope of audit, as well as post-audit discussions to ascertain any area of concern;
8. Reviewing with the management discussion and analysis of financial condition and results of operations, statement of significant related party transactions, management letters/letter of internal control weakness issued by statutory auditors;
9. Reviewing the Company's financial and risk management policies; and 10. Such other functions as may be delegated by the Board from time to time.
5. Remuneration Policy, remuneration to Directors:
Remuneration Committee comprises of Mr. Kulbir Singh and Mr. Hari Chandra. Mr. Hari Chandra is the Chairman of the Committee. The composition of the audit committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement. The Audit Committee meetings took place on 24th September 2014, 16th October 2014, 8th December 2014 and 10th March 2015 respectively.
A. The matters that are required to be discussed under Management Discussion and Analysis report has been included in the Directors' Report to the shareholders. Whenever commercial transaction and financial transactions have been entered with Company, where Directors are interested, the nature of interest is being disclosed, to the Board of Directors.
B. During the year under review, there were no transactions of any material financial and commercial transactions, which had personal interest of the management that had a potential conflict with the interest of the Company at large.
6. Shareholders Grievance Redressal Committee
• Name of non-executive director heading the committee
• Mr. Hari Chandra
• Name and designation of the compliance officer
• Mr. Hari Chandra, Director & Compliance Officer
• Number of shareholders complaints / communications received so for and number solved to the satisfaction of shareholder
A) The Company informs the shareholders and puts up updates on its website www.secureearthtechnologies . com, on appointment or re-appointment of a director, and provides a brief resume of the Director, expertise and name of companies in which the person also holds the directorship and membership of committee of the board.
B) All quarterly and annual results were sent to stock exchanges on which the Company is listed to enable them to put on their website.
C) The shareholders Grievance Committee was formed with its own detailed charter of responsibilities and operations, to include responsibilities like redressing shareholder and investor complaint pertaining to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc. and also for addressing the shareholders grievances the company has created new email id firstname.lastname@example.org
a) Material Related Party Transactions
None of the materially significant transactions with any of the related parties was in conflict with the interest of the Company. Details of the material related party transactions are disclosed at Notes to the Accounts in the Annual Report.
No penalties or strictures have been imposed on the Company during the past three years by Stock Exchanges or SEBI or any statutory authorities, on any matter related to capital markets. The Company has complied with applicable rules and regulations prescribed by Stock Exchanges, SEBI or any other statutory authority relating to the capital markets. All Returns/Reports were filed within the stipulated time with the Stock Exchanges/other authorities.
c) Whistle Blower Mechanism
In pursuit to maintain the highest ethical standards in the course of its business, the Company has put in place a mechanism for reporting of instances of conduct which is not in conformity with its Code. Directors, employees, vendors, customers or any person having dealings with the Company may report noncompliance of the Code to the notified person. The Directors and management personnel maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discrimination.
d) Policy for Prevention of Insider Trading
With a view to prevent trading of shares of the Company by an insider on the basis of unpublished price sensitive information, the Board has approved "Policy for Prevention of Insider Trading" (the Policy) in pursuance of the Securities and Exchange Board of Ihdia (Prohibition of Insider Trading) Regulations, 1992. Under the policy, insiders are prohibited to deal in the Company's shares while in possession of unpublished price sensitive information.
e) Compliance with the ICSI Secretarial Standards
The Company has substantially complied with the Secretarial Standards, wherever applicable as laid down by the Institute of Company Secretaries of India.
f) Green Initiatives by MCA
In order to protect the environment, and after withdrawal of the certificate of posting facility by the postal department, the Ministry of Corporate Affairs had recently clarified that communications to the shareholders through e-mail or equivalent mode will also be in compliance with the provisions of Section 53 of the Companies Act, 1956. Accordingly the Company has decided to send all future communications through e-mail to those shareholders, who have registered their e-mail id with their depository participant/Company's registrar and share transfer agent. In case the shareholders desire to receive printed copy of such communications, they may requisition to the company and company will forthwith send a printed copy of the communication to the respective shareholder.
9. Means of Communication
The quarterly and half-yearly financial results were put up on the Bombay Stock Exchange website. All quarterly financial results as well as quarterly investor updates were also published and put up on the Bombay Stock Exchange for uniform and simultaneous dissemination to employees, shareholders, investors, etc. The financial results were put up in FREE PRESS JOURNAL in English and in NAVSHAKTHI, a vernacular Marathi daily, in Mumbai edition. A Management Discussion and Analysis Report has been included in the Director's Report of this Annual Report.
The Company also issues official press releases to the print media.
The requirement of the Listing Agreement relating to uploading of data in respect of quarterly financial results, shareholding pattern, annual report, etc. on SEBI's EDIFAR website "www. sebiedifar.nic.in" was discontinued w.e.f. 1.4.2010 as per SEBI Circular No. CIR/ CFD/DCR/3/2010 dt.16.4.2010.
The Company has not made any presentation to institutional investors/analysts during the year.
Exclusive Designated e-mail id
The Company has designated a dedicated email id email@example.com exclusively for investors' servicing for faster registration of their queries and/or grievances. All investors are requested to avail this facility.
10. Subsidiary Monitoring Framework
All subsidiaries of the Company are Board managed with their respective Boards having rights and obligations to manage such companies in the best interest of their stakeholders. As a majority shareholder, the Company monitors and reviews the performance of such companies' inter-alia, by the following means:
a) Financial Statements, in particular, the investments made by the unlisted subsidiary companies, are reviewed periodically by the Audit Committee;
b) Minutes of the meetings of the unlisted subsidiary companies are placed before the Company's Board, periodically; and
c) Statements containing significant transactions and arrangements entered into by the unlisted subsidiary companies are periodically placed before the Board of Directors.
11. General Shareholder Information
• Annual General Meeting
Date 30th September 2015
Time 3 pm
Venue Hotel The Paradise By Tunga, Plot No. 16, Central Road, MIDC, Andheri (E) Mumbai-400 093.
• Financial Calendar
Financial reporting for the quarter ending June 2014 End July 2014
Financial reporting for the quarter ending September 2014 End October 2014
Financial reporting for the quarter ending December 2014 End January 2015
Financial reporting for the quarter/year ending March 2015 End June 2015
• Date of Book Closure
24th Sept. - 30th Sept. 2015
• Dividend Payment Date
• Registered Office
407, 4th Floor Dalamal Towers Free Press Journal Marg Nariman Point Mumbai - 400 021
Listing on Stock Exchanges
Bombay Stock Exchange, Limited
The Stock Exchange, Mumbai
SECEARTH - 511503
ISIN for NSDL & CDSL
• Registrar and Share Transfer Agent
CB Management Services Private Ltd.
P-22, Bondel Road, Kolkata - 700 019
Ph: 033 - 40116700, Fax: 033 - 40116739
Email: firstname.lastname@example.org , Website: www.cbmsl.com
• Share Transfer System
All transfers, transmission, etc. are received and approved by the Share Transfer committee, which normally meets once fortnight, or at more frequently depending on the volume of transfers, transmissions, etc.
• Dematerialisation of Shares and liquidity
Over 97.89% of outstnadin equity share capital has been dematerialized up to March 31, 2015. Trading in Equity Shares of the Company is permitted only in the dematerialized form with effect from May 8, 2000 as per notifications issued by SEBI/Stock Exchange.
• Outstanding GDRs/ADRs/Warrants or any Convertible instruments
The Company has issued Share Warrants 1,04,00,000 to Maya Chandra on 16th December 2013 which yet to be converted in equity shares
• Unit Location
Registered Office / Bombay Office
407, Dalamal Towers, Nariman Point, Mumbai - 400 021
Phone: 022 - 6610 0300
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Shareholders Correspondence should be addressed to
407, Dalamal Towers, Nariman Point Mumbai - 400 021 Phone: 022- 6610 0300
Registrar and Share Transfer Agent
CB Management Services Private Ltd. P-22, Bondel Road Kolkata - 700 019
Ph: 033 - 40116700 Fax: 033 - 40116739
Email: email@example.com Website: www.cbmsl.com
Shareholders holding shares in Electronic mode should address all their correspondence to their respective Depository Participants.
For and on behalf of the Board of Directors For Secure Earth Technologies Limited
Dated: 29th day of August 2015