CORPORATE GOVERNANCE REPORT
The detailed report on Corporate Governance as per the format prescribed by SEBI and incorporated in clause 49 of Listing Agreement as applicable to the company is set out below:
1. Company's Philosophy on Code of Governance:
The company is committed to good corporate governance and has started implementing corporate governance norms as prescribed by SEBI. The Company respects the rights of not only of its Shareholders but also of general public to the information on the performance of the Company and considers itself a trustee of its Shareholders.
2. Board Of Directors:
The Company is fully compliant with the Corporate Governance Norms in terms of constitution of the Board with a good combination of Executive and Non - Executive Directors. The board has complete access to any information within the Company and to any employee of the Company.
In accordance with the provisions of Clause 49 of the Listing Agreement, the Board meets at least once every quarter to review the quarterly results and other items of the Agenda and, if necessary, additional meetings are held. The Board meets at least 4 times in a year and the gap between two Board Meetings is not more than 4 months as per the revised Clause 49 of the Listing Agreement. The Board is apprised and informed of all the important information relating to the business of the Company including those listed in Annexure 1A of the revised Clause 49 of the Listing Agreement.
Composition and Category
Present strength of the Board of Directors is five whose composition is given below:
1 Managing Director.
2 Promoter Director.
3 Non-Executive Directors.
Attendance of Each Director at the Board Meetings and the Last Annual General Meeting
During the financial year ended March 31,2015 Twelve'Board Meetings were held on 24th April 2014, 31st May 2014, 26th June 2014, 24th July 2014,28th August 2014, 25th September 2014, 30th October 2014, 27th November 2014, 25th December 2014, 29th January 2015, 26th February 2015, 26th March 2015.
3. Disclosure Regarding Appointment Or Reappointment Of Directors:
In accordance with the provisions of the Companies Act, 2013, and Articles of Association of the Company, Shri Mukund H.Doshi, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment. Shri Mukund H.Doshi offers himself for reappointment. The required details of Shri Mukund H.Doshi are provided in the Notice of the Annual General Meeting.
4. Audit Committee :
Company has formed Audit Committee comprising 3 Directors of the Company.
Five Meetings were held during the year on 24.04.2014, 31.05.2014, 26.06.2014, 30.10.2014 and 29.01.2015 to consider the periodical financial statements and discussion on internal control system of the Company.
Terms of reference
The terms of reference of the Audit Committee broadly are as under:
(a) To hold periodic discussions with the Statutory Auditors of the Company concerning the financial reports of the Company, internal control systems, scope of audit and observations of the Auditors/ Internal Auditors;
(b) To review compliance with internal control systems;
(c) To review the quarterly, half yearly and annual financial results of the Company before submission to the Board:
(d) To make recommendations to the Board on any matter relating to the financial management of the Company, including the Audit Report;
(e) Recommending the appointment/reappointment of statutory auditors and fixation of their remuneration.
The powers and terms of reference of the committee are as specified in Clause 49 of the Listing Agreements with Stock Exchanges and provisions of the Companies Act, 2013. Recommendations of the Audit CommiUce, if any are considered and implemented by the Board.
5. Remuneration Committee :
The Company has formed Remuneration Committee. The remuneration committee comprises of three Directors.
6. Shareholders Committee/ Investors Grievances Committee:
The committee reviews all matters connected with the securities transfer. The committee also looks into redressal of shareholders complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, issue of share certificates on account of bonus, split or any other matter related to securities of the Company. The committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services. The committee meets as and when required, depending upon grievances and /or request for physical transfer of securities received by the Company.
Details of shares transfers / transmission approved by the Committee and Shareholders/Investors grievances are placed at the Board Meetings from time to time.
Six Meetings were held during the year on 24.04.2014, 31.05.2014, 26.06.2014, 24.07.2014, 30.10.2014 and and 29.01.2015 Members of the Committee are:
Company has attended the Investors Grievances / Correspondence promptly. There is no pending complaint as on 31st March 2015. There is no outstanding request for Share Transfer and dematerialization as on 31st March 2015.
7. Corporate Social Responsibility and Governance Committee :
Company has formed the Committee comprising 3 Directors of the Company. Two Meetings were held during the year on 30.10.2014 and 26.02.2015.
8. Risk Management Committee :
Company has formed Audit Committee comprising 3 Directors of the Company. One Meeting was held during the year on 15.10.2014
SEBI has initiated penalty proceedings against the company for late filing of certain documents. Matter is still under consideration by SEBI.
Other than above Stock Exchange or SEBI has not imposed any fine, penalty or restriction for non- compliance of any matters relating to capital market during last three years.
10. Means Of Communication:
The quarterly and half-yearly results are forthwith communicated to Mumbai Stock Exchange after they are approved and taken on record by Board of the Directors of the Company.
Company's Management Discussion and Analysis for the year ended March 31st, 2015 forms a part of and this Annual Report and is given under the section so captioned.
11. International Securities Identification Number (ISIN)
ISIN is unique identification number of traded scrip. This number has to be quoted in each transaction relating to the dematerialized equity shares of the company. The Company's ISIN No.: INE861D01011.
12. General Shareholder Information:
a. Annual General Meeting
Date and Time: 30 September, 2015, 3.30 p.m : Venue: Registered office of the Company.
Date of Book Closure
26th September 2015 to 29th September 2015.
Listing on Stock Exchange
Shares of the Company are listed on Mumbai Stock Exchange. Annual Listing fees as prescribed are been paid for the calendar year 2014 & 2015.
Financial Reporting for the Year ended March 31,2015 By End of May 2015 (Audited)
Quarter ending June 30,2014 By End of July 2014
Quarter ending September 30,2014 By End of October 2014
Quarter ending December 31,2014 By End of January 2015
Annual General Meeting for the year ended March 31,2015 September 30, 2015
BSE, Mumbai (Physical) - 11754
BSE, Mumbai (Demat Segment) - 511754
g. Share Transfer System:
Share transfer application received in physical form and Demat requests found in order are normally confirmed within reasonable time and posted /informed to the agencies within the requisite time.
Dematerialization of shares:
87.2% of the Company's paid up equity share capital has been Dematerialized up to March 31, 2015. Trading in theequity shares of the Company at Bombay Stock Exchange is permitted only in dematerialized from.
14. Shares under Lock-ln:-
There are no shares under lock in as on 31.03.2015.
15. Address for Correspondence for Shareholders
Shalibhadra Finance Limited,
3, Kamat Industrial Estate, 396, V.S.Marg, Opp. Siddivinayak Temple, Prabhadevi, Mumbai-400 025.
Email: firstname.lastname@example.org .in
16. Registered Office:
Shalibhadra Finance Limited, 3, Kamat Industrial Estate, 396, V.S.Marg, Opp. Siddivinayak Temple, Prabhadevi, Mumbai-400 025. ,
Email: Shalibhadra email@example.com