01 May 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:41 PM
Shirpur Gold Refinery Ltd.

BSE

  • 100.30 -3.15 (-3.04%)
  • Vol: 4583
  • BSE Code: 512289
  • PREV. CLOSE
    103.45
  • OPEN PRICE
    98.55
  • BID PRICE (QTY.)
    100.35(15)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 100.15 0.00 (0%)
  • Vol: 15721
  • NSE Code: SHIRPUR-G
  • PREV. CLOSE
    100.15
  • OPEN PRICE
    106.85
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    100.15(1)

Shirpur Gold Refinery Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

(Pursuant to Clause 49 of the Listing Agreement)

Corporate Governance Philosophy

Corporate Governance Philosophy of Shirpur Gold Refinery Limited ("the Company") stems from its belief that the Company's business strategy, plans and decisions should be consistent with the welfare of all its stakeholders, including shareholders. Good Corporate Governance practices enable a Company to attract financial and human capital and leverage these resources to maximize long-term shareholder value, while preserving the interests of multiple stakeholders, including the society at large. Corporate Governance at Shirpur Gold is founded upon 4 pillars of Core Values viz, Transparency, Integrity, Honesty and Accountability.

Policies

In compliance with the requirements of Clause 49 of the Listing Agreement, SEBI regulations and Companies Act, 2013, Board of Directors of the Company has approved various policies, as detailed herein:

Whistle Blower & Vigil Mechanism Policy

As per Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a comprehensive Whistle Blower and Vigil Mechanism Policy has been approved and implemented within the organization. The policy enables the employees and directors to report instances of any unethical act or suspected incidents of fraud or violation of Companies Code of conduct or ethics policy. The policy is uploaded on the Company's website, ' www.shirpurgold.com'

Code of Conduct

The Board of Directors of the Company has approved and adopted Code of Conduct for Members of the Board and Senior Management of the Company. The Code is circulated to all the members of the Board and senior management personnel and the compliance of the same is affirmed by them annually. The Code has been posted on Company's website viz. www.shirpurgold.com A declaration affirming compliance with the Code of Conduct by the members of the Board and senior management personnel is given below:

Related Party Transaction Policy

In compliance with the requirements of Clause 49 of the Listing Agreement, the Board of Directors of the Company has approved a Related Party Transaction Policy, to facilitate management to report and seek approval for any Related Party Transaction proposed to be entered into by the Company. The said Related Party Transaction Policy can be viewed on www.shirpurgold.com  

Policies & Code as per SEBI Insider Trading Regulations

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and approved (i) an Insider Trading Code to regulate dealing in the securities of the Company by designated persons in compliance with the regulations; and (ii) a Policy for Fair Disclosure of Unpublished Price Sensitive Information.

Familiarization Programme for Independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programs at the time of their appointment as Directors. While review and approval of quarterly and annual financial statements of the Company are taken up detailed presentation covering inter alia economy and industry overview, key regulatory developments, strategy and performance of the Company is made to the Board.

Board of Directors

Composition and Category of Directors

The composition of the Board of the Company is in conformity with the requirements of the Clause 49 of the Listing Agreement. The composition of the Board complies with the requirements of minimum number of independent Directors and non-executive Directors including women director. All the Directors comply with the ceiling for holding maximum number of Directorship and committee positions under various statutes. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees {as specified in Clause 49(C)(ii)} across all the Companies in which he is a Director. Independent Directors of the Company provide appropriate and annual certifications to the Board confirming satisfaction of the conditions of their being independent as laid down in Section 149(6) of the Companies Act,2013 and Clause 49. Composition of the Board as on 31st March, 2015

Board Procedure

Schedule of the Board meetings for each year are decided well in advance by the Board of Directors. Board meetings are generally heldat Mumbai. The agenda along with the explanatory notes are sent to the Directors well in advance to enable them to take informed decisions. The Chief Financial Officer is normally invited to the Board meetings to provide necessary insights into the working of the Company and for discussing corporate strategies. All relevant information required to be placed before the Board of Directors as per Clause 49 of the Listing Agreement, are considered and taken on record/ approved by the Board.

Note : NA denotes that the director is not member of such committee.

In compliance with Clause 49 of the Listing Agreement and Section 149 read with Schedule IV of the Companies Act, 2013, a meeting of the independent directors of the Company was held during the financial year 2014-15 to review the performance of the non- independent directors and the Board as a whole including performance of the Chairman and the quality, quantity and timeliness of flow of information between the company management and the Board.

Details of Board Committee

Audit Committee

Constitution

As at March 31,2015, the Audit Committee comprised of three (3) Directors including Mr. Manoj Agarwal, Independent Director as Chairman, Mr. Amit Goenka, Promoter Director and Mr.Anish Goel, Independent Director as its Members. Mrs. Kavita Kapahi, Independent Director was appointed as a member of Audit Committee w.e.f. 29.04.2015.

During the year under review, four (4) Audit Committee meetings was held on 23rd May, 2014, 12th August, 2014, 14th November, 2014 and 5th February, 2015.

Terms of reference

The role and the powers of the Audit Committee is as set out in Clause 49 of the Listing Agreement(s) with Stock Exchanges and Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee broadly includes:

> Oversight of Company's financial reporting process and disclosure of its financial information.

> Reviewing, with the management, yearly and quarterly financial statements before submission to the Board and auditors' report thereon.

> Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

> Review of related party transactions.

> Review of Company's financial and accounting policies.

> Scrutiny of inter-corporate loans and investments.

> Recommend to the Board the appointment, re-appointment and removal of the statutory auditor, Internal Auditors, Cost Auditors and fixation of their remuneration.

> Discussion with statutory auditors about the nature and scope of audit as well as post audit discussion to ascertain any area of concern and internal control weaknesses observed by the statutory auditors.

> Discussion of Internal Audit Reports with internal auditors and significant findings and follow-up thereon and in particular internal control weaknesses.

Audit Committee meetings are generally attended by the Chief Financial Officer and the Statutory Auditors of the Company. The Company Secretary acts as the Secretary of the Audit Committee.

Nomination & Remuneration Committee

Constitution

In compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Remuneration Committee of the Board was re-named as Nomination & Remuneration Committee which comprised of Mr. Manoj Agarwal, Independent Director as Chairman, Mr. Anish Goel, Non-Executive Independent Director and Mr. Amit Goenka, Promoter Non-Executive Director as its Members. The Company Secretary is the Secretary of the Committee.

During the year under review, two meeting of the Nomination and Remuneration Committee was held on 25th April 2014 and 5th February, 2015.

Terms of reference

The terms of reference of the Committee, , inter alia, include: (i) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommending their appointment and removal to the Board;

(ii) carrying out evaluation of every director's performance;

(iii) Formulating criteria for determining qualification, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees;

(iv) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(v) Ensuring that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(vi) Formulating policy with regard to remuneration to directors, key managerial personnel and senior management involving a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(vii) Administration and implementation of Company's Employees Stock Option Scheme.

Remuneration Policy

The guiding principle of the remuneration policy of the Company is that the remuneration and other terms of engagement / employment shall be competitive enough to ensure that the Company is in a position to attract, retain and motivate right kind of human resource(s) for achieving the desired growth set by the Company's management year on year thereby creating long-term value for all stakeholders of the Company. An extract of the Remuneration Policy approved by the Nomination & Remuneration Committee of the Board has been annexed to "Directors' Report" as a part of this Annual report.

Remuneration Paid to Executive Directors

The Company does not have any Executive Director. Mr. Subhash Pareek, Manager of the Company has been appointed in terms of resolution passed by the shareholders at the 28th AGM held on 23rd September 2013 for a period of three years with effect from November 5, 2012. The elements of the remuneration package of Mr. Pareek comprises of basic salary, house rent allowance, personnel allowance, other allowances including medical and leave travel allowance, and leave encashment facilities in accordance with rules of the Company. The details of the all elements of remuneration paid to Mr. Subhash Pareek as 'Manager' of the Company for the period from 1st April 2014 to 31st March 2015 is as under

Stakeholders Relationship Committee

Constitution

In accordance with Section 178 of the Companies Act, 2013 the 'Shareholders & Investors Grievance Committee' was renamed as 'Stakeholders Relationship Committee' during the year 2014-15. As on March 31,2015, the Stakeholders Relationship Committee comprised of Mr. Manoj Agarwal, Non-Executive Independent Director as Chairman and Mr. Amit Goenka, Non- Executive Director and Mr. V. K. Agarawal, Non-Executive Director as its Members. During the year under review, the Committee met four (4) times on 23rd May, 2014, 12th August, 2014, 14th November, 2014 and 5th February, 2015.

Terms of reference

Terms of reference of Stakeholders Relationship Committee is to supervise and ensure efficient transfer of shares and proper and timely attendance of investor's grievances. The Committee has delegated various powers including approving requests for transfer, transmission, rematerialisation and dematerialization, etc. of equity shares, to the Executives of the Company and the Company Secretary, being the Compliance Officer, is entrusted with the responsibility, to specifically look into the redressal of the shareholders and investors complaints and report the same to Stakeholders Relationship Committee. No complaints / investors grievances were pending at the beginning of financial year and the Company has not received any complaint during the financial year 2014-15.

Other Board Committees

i) Corporate Social Responsibility Committee

In compliance with the requirements of Section 135 of the Companies Act,2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules,2014, the Board has constituted Corporate Social Responsibility Committee comprising of Mr. Amit Goenka, Promoter Director as Chairman, Mr.V.K.Agarawal, Non-Executive Director and Mr.Manoj Agarwal, Independent Director as it's members. During the year under review, the Committee met once on 31st December, 2014.

ii) Finance Sub-Committee

With a view to facilitate monitoring and expediting any debt fund raising process, approve financing facilities offered and/or sanctioned to the Company by various Banks and/or Indian Financial Institutions from time to time, in the form of Term Loans, Working Capital facilities, Guarantee facilities etc. including the acceptance of terms and conditions of such facilities being offered and exercising such other authorities as may be delegated by the Board from time to time, the Board has constituted a Finance Sub-Committee comprising of Mr Amit Goenka, Non-Executive Director as Chairman and Mr. V.K.Agarawal, Non-Executive Director as its Members. The Committee was re-constituted and Mr. Manoj Agarwal, Independent Director was appointed as a member in place of Mr.V.K.Agarwal w.e.f. 1st April,2015. These Committees meet as and when required to deliberate and decide on various matters within their respective scope or powers delegated by the Board.

Disclosures

The Whistle Blower & Vigil Mechanism Policy approved by the Board has been implemented and no personnel has been denied access for making disclosure or report under the Policy to the Vigilance Officer and/or Audit Committee.

There are no materially significant related party transactions which have potential conflict with the interest of the Company. The transactions with the related parties are disclosed in Notes to Financial Statements.

The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory authorities on all matters relating to capital markets during the year under review. No penalties or strictures have been imposed on the Company by any Stock Exchange, SEBI or other statutory authorities during last three years.

Compliance with Non- Mandatory Requirements

The Company has complied with all mandatory requirements of Clause 49 of Listing Agreement(s). The status of compliance with non-mandatory requirements of Clause 49 of the Listing Agreement are as detailed hereunder:

Audit Qualification - The financial statements of the Company are unqualified.

Means of Communication

The Company believes that all stakeholders should have access to adequate information, regarding the Company's position to enable them to accurately assess its future potential. The Company has promptly reported all material information which could have a material bearing on the Company's share price including declaration of quarterly financial results, press releases etc., to all Stock Exchanges where the shares of the Company are listed. Such information is also simultaneously displayed on the Company's website www.shirpurgold.com The financial results, quarterly, half yearly and annual results and other statutory information were communicated to the shareholders by way of advertisement in a English newspaper 'Free Press Journal' and in a vernacular language newspapers'Navshakti (Marathi)' as per the requirements of the Stock Exchanges and requisite information are filed with Stock Exchange(s) in compliance with the Listing Agreement(s).

Official news releases and presentations made to institutional investors or to the analysts, if any, are displayed on Company's website www.shirpurgold.com

Management Discussion and Analysis Report forming part of this Annual Report is annexed separately13 PAN & Change of Address

SHAREHOLDERS’ INFORMATION

Date, Time and Venue of Shareholder’s Meeting Meeting

Annual General Meeting

Day and Date: Tuesday, 15th September, 2015

Time:  2.00 p.m.

Venue Registered Office at Refinery Site, Shirpur 425 405, Dist. Dhule, Maharashtra

2 Financial Year : 1st April, 2014 to 31st March 2015

3 Date of Book Closure: Monday, 7th September, 2015 to Tuesday,15th September, 2015 (both days inclusive)

4 Dividend Payment Date The Company has not declared any dividend for the financial year 2014-15.

5 Registered office / Plant Location

Refinery Site, Shirpur, Dist. Dhule, Maharashtra - 425405, Tel: 02563 258001 Fax: 02563 261357 Website: www.shirpurgold.com

6 Corporate Office

5A, Trishla Premises, 122, Sheikh Memon Street, Zaveri Bazar, Mumbai - 400 002 Tel : 022 4910 6400 Fax: 022 4910 6464 E-mail: investorinfo@shirpurgold.com

7 Listing on Stock Exchanges

BSE Limited (BSE)

National Stock Exchange of India Limited (NSE)

The Company has paid Listing Fees for the financial year 2015-16 to the above stock exchanges. 

8 Stock Code

BSE: 512289

NSE: SHIRPUR-G

9 ISIN No. Equity - INE196B01016

10 Corporate Identity Number: L51900MH1984PLC034501

11 Registrar and Share Transfer Agent: Sharepro Services (India) Private Limited,13AB, Samhita Warehousing Complex,Second Floor, Sakinaka TelephoneExchange Lane, Off Andheri -Kurla Road,Sakinaka, Andheri (East),Mumbai - 400 072, IndiaTel: 022 6772 0300 / 400Fax: 022 2859 1568 / 2850 8927E-Mail: sharepro@shareproservices.com

12 InvestorRelationOfficer

Mr. Shyamal Padhiar, Company Secretary5A, Trishla Premises, 122, SheikhMemon Street, Zaveri Bazar,Mumbai - 400 002Tel: 022 4910 6000 Fax: 022 4910 6464E-mail: shyamal.padhiar@shirpurgold.com

13 PAN & Change of Address

Members holding equity share in physical form are requested to notify the change of address/ dividend mandate, if any, to the Company's Registrar & Share Transfer Agent, at the address mentioned above.

The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding equity share in dematerialised form are requested to submit their PAN, notify the change of address/dividend mandate, if any, to their respective Depository Participant (DP). Members holding shares in physical form can submit their PAN, notify the change of address/dividend mandate, if any, to the Company/ Registrar & Share Transfer Agent.

14 Share Transfer System

Equity Shares sent for physical transfer or for dematerialization are generally registered and returned within a period of 7 days from the date of receipt of completed and validly executed documents.

15 Dematerialization of Equity Shares and Liquidity

To facilitate trading of Equity shares of the Company in dematerialised form, the Company has made arrangements with both the depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Shareholders can open account with any of the Depository Participant registered with any of these two depositories. The Equity shares of the Company are in the list of scrips specified by SEBI to be compulsory traded in the Dematerialized form. As on 31st March 2015, 99.77 % of the total issued and paid-up Equity Share capital of the Company were held in Dematerialized form and the balance 0.23 % is held in physical form. Entire shareholding of the promoter in the Company is held in dematerialised form. The Company's shares are actively traded on BSE and NSE.

16 Unclaimed Shares

As per Clause 5A of the Listing Agreement inserted as per SEBI notification no. CIR/CSD/DIL/10/2010 dated 16th December, 2010, there were no shares lying in the suspense account which are unclaimed/undelivered.

17 Shareholders' Correspondence

The Company has attended to all the investors' grievances/ queries/ information requests.

The Company endeavors to reply all letters received from the shareholders within a period of 7 working days. All correspondence may please be addressed to the Registrar and Share Transfer Agent at the address given above. In case any shareholder is not satisfied with the response or do not get any response within reasonable period, they may approach the Investor Relation Officer of the Company.

22. Particulars of Shareholding

Promoter Shareholding as on March 31,2015

Name of Shareholder : Jayneer Capital Private Ltd

No of Equity Shares held : ,11,85,703

% of Equity Capital: 272.71%

23. Outstanding GDR / ADR / Warrants or any convertible instruments, conversion date and likely impact on Equity

There is no outstanding GDRs / ADRs / Warrants or any other convertible instruments pending for conversion as on date 31.03.2015.