REPORT ON CORPORATE GOVERNANCE
Philosophy on Corporate Governance
The Company believes that Corporate Governance is a set of processes, customs, policies, regulation and laws for ensuring transparency, professionalism and accountability in its dealings with its customers, principal, employees, shareholders and with all the stakeholders of the Company. The Company has complied with the provisions of Clause 49 of the Listing Agreement of the Stock Exchange, which deals with the compliance of Corporate Governance requirements as detailed below for the year ending March 31, 2015:
The Board of Directors:
1. The Company comprises of 3 non executive directors. The Directors possess experience in fields of varied services such transportation, banking, finance, real estate, marketing social service. The skill and knowledge of the Directors have proved to be of immense value to the Company. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges. The details of Directors seeking appointment/re-appointment have been attached along with the Notice of the Annual General Meeting.
2. None of the Directors hold directorships in more than ten public companies. Further, none of them serve as members of more than 10 Committees nor are they Chairman of more than 5 Committees, as per the requirements of the Listing Agreement. "Committees" for this purpose include the Audit Committee and the Stakeholders Relationship Committee under the said Clause 49 of the Listing Agreement.
3. None of the Directors serve as Independent Directors in more than seven listed companies and none of the Whole time Directors of any listed company serve as Independent Directors in more than three listed companies. During the year under review, the Board of Directors of the Company met Four times and the period between any two meetings did not exceed 120 days. The Board Meeting dates were: 31.05.2014, 31.07.2014 ,27.10.2014 and 19.01.2015. As required under Annexure X to Clause 49 of the Listing Agreement with the Stock Exchanges, all the necessary information was placed before the Board from time to time.
4. None of the Directors are related to each other, except Mr.Gyan Prakash Goyal and Mr.Narendra Goel who are related to each other.
5. All the relevant information, as recommended by the Securities and Exchange Board of India (SEBI) / Stock Exchanges, is promptly furnished to the Board from time to time in a structured manner.
6. Non-Executive Directors of the Company are paid sitting fees of Rs. 3500 per meeting for attending meetings of the Board of Directors, Audit Committee, and Nomination 85 Remuneration Committee and the sitting fees for the Stakeholders Relationship Committee, Risk Management Committee is Rs.3500 per meeting.
7. Other than the transactions entered into in the normal course of business, the Company has not entered into any materially significant related party transactions during the year, which could have a potential conflict of interest between the Company and its Promoters, Directors, Management and / or Relatives. The Executive Director and Senior Management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.
Committees of the Board
The mandatory Committees constituted by the Board of Directors of the Company are as under:
1. Audit Committee:
The Company's Audit Committee comprises of 3 Independent Directors, viz. Gyan Prakash Goyal (Chairman), Mr. Vilas Ganesh Rangnekar and Mr. Jayant Dolatrai Mitra. Each Member of the Committee has the relevant experience in the field of finance, banking and accounting; The Committee has, inter alia, the following terms of reference:
i. Overseeing 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.
ii. The recommendation for appointment, remuneration and terms of appointment of statutory auditors of the Company.
iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
iv. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
•Matters required to be included in the Director's Responsibility Statement in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
•Changes, if any, in accounting policies and practices and reasons for the same.
•Major accounting entries involving estimates based on the exercise of judgment by management.
•Significant adjustments made in the financial statements arising out of audit findings.
•Compliance with listing and other legal requirements relating to financial statements •Disclosure of any related party transactions •Qualifications in the draft audit report.
v. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
vi. 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.
vii. Review and monitor the auditor's independence and performance, and effectiveness of audit process.
viii. Approval or any subsequent modification of transactions of the Company with related parties.
ix. Scrutiny of inter-corporate loans and investments if any.
x. Valuation of undertakings or assets of the Company, wherever it is necessary.
xi. Evaluation of internal financial controls and risk management systems.
xii. Examination of the financial statement and the auditors' report thereon.
xiii. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
xiv. 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.
xv. Discussion with internal auditors of any significant findings and follow up there on.
xvi. 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.
xvii. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to scertain any area of concern.
xviii. To look into the reasons for substantial defaults in the payment to the shareholders (in case of non-payment of declared dividends) and creditors.
xix. To review the functioning of the Whistle Blower mechanism.
xx. 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 and background, etc. of the candidate.
The Committee met Two times during the period under review.
Audit Committee meetings are attended by invitation by the Director & Chief Executive Officer and the Statutory Auditors. The directors of the Audit Committee were present at the last Annual General Meeting.
2. Nomination and Remuneration Committee(NRC)
The Company has a Nomination and Remuneration Committee (NRC) which is now a mandatory requirement as per the revised Clause 49 of the Listing Agreement, as also under the Companies Act, 2013. The Committee consists of 3 Non-Executive Directors. The Committee comprises Mr. Vilas Ganesh Rangnekar, Mr. Gyan Prakash Goyal and Mr. Jayant Dolatrai Mitra. The broad terms of reference of the Committee inter alia, include the following:
i. Recommend to the Board to set up and composition of the Board and its Committees including the formulation of the criteria for determining qualifications, positive attributes and independence of a Director. The Committee will consider periodically reviewing the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.
ii. Recommend to the Board the appointment or re-appointment of Directors.
iii. Devise a policy on Board diversification if any.
iv. Recommend to the Board appointment of Key Managerial Personnel (KMP as defined by the Act) and executive team members of the Company (as defined by this Committee).
v. Carry out evaluation of every Director's performance and support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors. This shall include formulation of criteria for evaluation of Independent Directors and the Board.
vi. Recommend to the Board the remuneration policy for Directors, Executive team or Key Managerial Personnel as well as the rest of the employees.
vii. On an annual basis, recommend to the Board the remuneration payable to the Directors and oversee the remuneration to Executive team or Key Managerial Personnel of the Company.
viii. Oversee familiarisation programmes for Directors.
ix. Oversee the human resource philosophy, human resource and people strategy and human resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the Board, Key Managerial Personnel and executive team).
x. Performing such other duties and responsibilities as may be consistent with the provisions of the Committee charter.
The Board is due to adopt a Remuneration Policy in the Company.
3. Stakeholders' Relationship Committee :
The Company's Stakeholders' Relationship Committee comprises of Narendra Goel, Mr. Vilas Ganesh Rangnekar and Mr. Jayant Dolatrai Mitra. Mr. Vilas Ganesh Rangnekar. Director, is the present Chairman of the Committee. The scope of the Stakeholders' Relationship Committee includes reporting of the status of shareholders. The brief terms of reference of the Committee include resolving grievances of all the share holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend etc.
The Committee met once during the period under review, and was attended by all the Members.
Share transfers put up by Registrar's and share transferors are processed monthly and approved by the Committee. Investor grievances are placed before the Committee. There were no pending investor complaints which remained unresolved. The Company has also cleared all complaints received through 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. All valid share transfers lodged upto March 31, 2015, have been processed by the Committee. There are no complaints (inclusive of SCORES) from Members from April 1, 2014 to March 31, 2015.