REPORT ON CORPORATE GOVERNANCE
I. COMPANY'S PHILOSOPHY ON CORPORATE
The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operation, and all its interactions with the stakeholders including shareholders, employees, customers, government and suppliers.
II. BOARD OF DIRECTORS
a. Composition of the Board
The Company has an appropriate combination of Executive and Non-Executive Directors including Independent Directors to maintain independence of the Board. The Directors have expertise in the fields of industry, operations, finance, legal and management. The Board provides strategic guidance and independent views to the Company's management while discharging its fiduciary responsibilities.
Structure of Board, Directorship in Other companies and Membership of Committees
Structure of Board of Directors during the financial year 2014-15, attendance at Board meetings and Annual General Meeting (AGM) held during the said year along with requisite information in respect of Directors as per the requirements of Clause 49 of the Listing Agreement is provided in the following table:
b. Board Meetings
The Board meets at regular intervals to discuss and decide on Company / Business policies and strategies apart from other regular business matters. Board Meetings are usually held at the Registered Office of the Company at Mumbai. During the financial year ended on 31st March, 2015, 10 Board Meetings were held on 28th April, 2014, 10th May, 2014, 27th May, 2014, 3rd July, 2014, 9th August, 2014, 27th September, 2014, 8th November, 2014, 27th December, 2014, 11th February, 2015 and 4th March, 2015. Maximum time gap between two consecutive meetings had not exceeded 120 days.
The agenda and notes are circulated to the Directors in advance. All material information is included in the agenda for facilitating meaningful discussions at the meeting. In case of urgent necessity, resolutions are passed by circulation in accordance with the provisions of Companies Act, 2013. Business Unit heads and senior management personnel make presentations to the Board. The Board is updated on the discussions held at the Committee meetings and the recommendations made by various Committees.
The agenda of the meetings of the Board includes quarterly / annual capital budgets and updates therein, quarterly / annual standalone financial results of the Company, minutes of meetings of the Board and Board Committees, Show cause / demand/ prosecution notices and penalty notices which are materially important, fatal or serious accidents, disclosures received from Directors, related party transactions, performance of the Company and action taken, report on decisions taken in Board meetings. Decisions taken at the Board / Committee meetings are communicated to the concerned departments. The minutes are approved by the Board / Committee at its next Meeting.
The Independent Directors of the Company fully meet the requirements laid down under Clause 49 II (B) of the Listing Agreement.
Tenure of Independent Directors
The tenure of the Independent Directors is fixed in accordance with the requirements laid down in the Companies Act, 2013 and clarifications / circulars issued by the Ministry of Corporate Affairs, in this regard, from time to time.
Performance evaluation of Independent Directors
The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Independent Directors. The framework of performance evaluation of the Independent Directors will capture the following points:
a) Key attributes of the IDs that justify his / her extension / continuation on the Board of the Company;
b) Participation of the Directors in the Board proceedings and his / her effectiveness;
The assessment to determine the key attributes of the Directors should cover the following:
i) Relevant experience and skills Impact:
> Ability and willingness to speak up
> Ability to carry others
> Ability to disagree, stand his/her ground
> Focus on shareholder value creation
> High governance standards
ii) Assessment of Committee's Effectiveness Knowledge of business:
> Competition and competitive structure
> Markets and customers
> Suppliers and dealers
> SWOT Analysis
Separate meetings of the Independent Directors
The Independent Directors held a Meeting on 4th March, 2015, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at such meeting. At the Meeting, they -
i) Reviewed the performance of non-independent directors and the Board as a whole.
ii) Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;
iii) Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Independent Directors holds an unanimous opinion that the non independent Directors, including the Managing Director bring to the Board, abundant knowledge in their respective field and are experts in their areas. Besides, they are insightful, convincing, astute, with a keen sense of observation, mature and have a deep knowledge of the Company.
The Board as a whole is an integrated, balanced and cohesive unit where diverse views are expressed and dialogued when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative.
The Chairperson has abundant knowledge, experience, skills and understanding of the Board's functioning, possesses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity.
The information flow between the Company's Management and the Board is complete, timely with good quality and sufficient quantity.
Familiarization programme for Independent Directors
Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for him / her wherein he / she is familiarized with the Company, their roles, rights and responsibilities in the Company, the code of conduct to be adhered, nature of the industry in which the Company operates, business model of the Company, meeting with the senior management team members, etc.
The details of such familiarization programmes will be disclosed on the Company's website at www.sgtl.in .
III. COMMITTEES OF THE BOARD
The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters when required. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval. The Board of Directors has, from time to time, constituted the following Committees, namely:
a. Audit Committee
i. Terms of Reference
The role and terms of reference of the Audit Committee covers the areas mentioned in the revised Clause 49 of the Listing Agreement with the Stock Exchange and Section 177 of the Companies Act, 2013, as amended from time to time, besides other matters as may be referred by the Board of Directors. These, inter alia, include the Review of Company's financial reporting process and disclosure of it's financial information to ensure that the financial statement is correct, sufficient and credible, review of the adequacy of internal control systems and advising the necessary steps to be taken to correct the weaknesses, review of the quarterly and annual financial statements before submission to the Board for approval, review of financial and risk management policies and practices etc..
As on 31st March, 2015 the audit committee comprises of 3 Non-executive Directors. In view of the changes in revised clause 49 of listing agreement, the audit committee was reconstituted as under:
The Company Secretary acts as the secretary to the Committee.
iii. Meetings and Attendance
Four Audit Committee meetings were held during the financial year 2014-15 on 27th May, 2014, 9th August, 2014, 8th November, 2014 and 11th February, 2015.
Details of meetings attended by the members are given below:
b. Nomination and Remuneration Committee
The Remuneration Committee constituted earlier now renamed as Nomination and Remuneration committee and it comprises of 3 Non-executive Directors namely Mr. N.K.Mohan, Mrs. Uniza Shaikh and Mr. R. A. Deshpande. During the financial year 2014-2015, two meetings of Nomination and Remuneration Committee were held during the year 2014-2015 i.e. on 28th April, 2014 and 8th November, 2014.
The remuneration of Director in all the cases is decided by the Board as per the Remuneration policy of the company subject to necessary approval of shareholders, Nomination and Remuneration Committee other applicable approvals, if any. Save and except Mr. Rajesh Gupta, Managing Director, no other director has drawn remuneration during the financial year 2014-15.
Mr. Rajesh Gupta was appointed as a Chairman and Managing Director for a term of three years w.e.f. 14th January, 2015 and is responsible for day to day affairs of the Company. During the year Mr. Rajesh Gupta has been paid minimum remuneration of Rs. 25.44 Lacs by way of Salary, Perquisites & Contribution to Provident Fund, in accordance with the provisions of the Companies Act, 2013.
Remuneration of Directors
Details of remuneration paid to Directors of the Company for the financial year ended on 31st March, 2015 are as follows:
c. Stakeholders Relationship Committee
The Stakeholders Relationship Committee constituted on 27th September, 2014 in terms of revised Clause 49 of Listing Agreement and is entrusted with the responsibility of redressing the shareholders'/ investors' complaints with respect to transfer of shares, Dematerialization and Rematerialisation of Shares, issue of Duplicate Share Certificates, Replacement if any, non-receipt of Annual Report, non-receipt of dividend etc.
This Committee comprises of three Directors, namely, Mr. N.K.Mohan, Mr. Rajesh Gupta and Mr. R.A. Deshpande of the Company. Chairman is elected by the Members present in the Meeting. Board has now appointed Mr. N.K.Mohan as its Chairman. During the year under report, Company has not received any complaints from the shareholders.
d. Risk Management Committee
The revised Clause 49 mandates constitution of the Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan of the Company. The objectives and scope of the Risk Management Committee broadly comprises of:
• Oversight of risk management performed by the executive management;
• Reviewing the Risk Management Policy and framework in line with local legal requirements and SEBI guidelines;
• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;
• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.
The composition of the Risk Management Committee as at March 31, 2015 is as under:
e. Committee of the Board of Directors
The Committee of the Board comprises of Mr. Rajesh Gupta (Chairman), Mr. R. A. Deshpande, Mr. N.K. Mohan and Mrs. Uniza Shaikh as members. This Committee covers a detailed review and exercises the following powers and when the powers are so exercised, the same shall be presented to the full Board:
• Invest the funds of the company;
• Borrow monies;
• Grant loans or give guarantee or provide security in respect of loans;
• Business and strategy review;
• Long-term financial projections and cash flows;
• Capital and Revenue Budgets and capital expenditure programmes;
• Acquisitions, divestments and business restructuring proposals;
• Senior management succession planning;
• Any other item as may be referred by the Board to the committee.
IV. SUBSIDIARY COMPANIES
The Company does not have any subsidiary company.
a. Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflicts with the interest of the company at large :
There were no such transactions during the year. The details of transactions with related parties are disclosed in the accounts.
The policy on dealing with related party transaction to be placed on our company website at www.sgtl.in .
b. Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee :
No personnel have been denied access to the audit committee.
c. Details of Non-Compliance by the Company, penalties strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to Capital Markets during the last three years :
d. Details of Compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause:
The Company has complied with all the mandatory requirements. As regards the Non-Mandatory requirements they are complied with to the extent possible.
VII. MEANS OF COMMUNICATION
Information like quarterly / half yearly / annual financial results and press releases on significant developments
in the Company that have been made available from time to time, to the press and presentations made to investors or to the analysts are hosted on the Company's website www.sgtl.in and have also been submitted to the Stock Exchanges to enable them to put them on their websites and communicate to their members. The quarterly / half-yearly / annual financial results are published in Afternoon (English) and Mumbai Lakshadweep (Marathi) newspapers. The Company is electronically filing all reports / information including Quarterly Results, Shareholding Pattern and Corporate Governance Report etc on the BSE website i.e www.listing.bseindia.com.
VIII. GENERAL SHAREHOLDERS' INFORMATION
a. Annual General Meeting
Date Tuesday, 29th September, 2015.
Time 10.30 a.m.
Venue Orchid', 1st Floor, Centre 1, Cuffe Parade, Mumbai 400005
b. Financial calendar 2015-16 (tentative)
Results for quarter ending 30.06.2015: Second Week of August 2015
Results for quarter/half year 30.09.2015 :Second week of ending November 2015
Results for quarter ending 31.12.2015 :Second week of February 2016
Results for year ending 31.03.2016 :Fourth week of May 2016
c. Book Closure Date
Monday, 22nd September, 2015 to Monday, 29th September, 2015 (both days inclusive)
d. Dividend and its Payment :
in the Company that have been made available from time to time, to the press and presentations made to investors or to the analysts are hosted on the Company's website www.sgtl.in and have also been submitted to the Stock Exchanges to enable them to put them on their websites and communicate to their members. The quarterly / half-yearly / annual financial results are published in Afternoon (English) and Mumbai Lakshadweep (Marathi) newspapers. The Company is electronically filing all reports / information including Quarterly Results, Shareholding Pattern and Corporate Governance Report etc on the BSE website i.e www.listing.bseindia.com .
e. Listing of Shares on Stock Exchange and Stock Code
1. Bombay Stock Exchange Limited, Mumbai
Stock code : 512463
ISIN NO.: INE080I0101
g. Share Transfer System
Share Transfer request are registered within a period of 15 days from the day of receipt.
Share transfer request in physical form with Demat request have been discontinued from February 2004 in terms of SEBI directive.
h. Reconciliation of Share Capital Audit
The Reconciliation of Share Capital Audit is conducted by a Chartered Accountant in practice to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited ("Depositories") and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with Depositories) and that the requests for dematerialization of shares are processed by the Registrar & Share Transfer agent within stipulated period of 21 days and uploaded with the concerned depositories.
i. Distribution of Shareholding
The shareholding distribution of equity shares as on 31st March, 2015 is given hereunder: Nominal value of share of Rs.5/- each.
k. Dematerialisation of Shares
Over 99.87 % of the shares have been dematerialized upto 31st March, 2015. Trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 08.05.2000 as per notification issued by the Securities and Exchange Board of India.
Liquidity: Company's Shares are traded on the Bombay Stock Exchange.
l. Compliances under Listing Agreement
Company is regularly complying with the provisions of the Listing Agreement. Information, certificates and returns as required under Listing Agreement are sent to the stock exchanges within the prescribed time.
m. CEO and CFO Certification
The Managing Director and the CFO of the Company have given the certification on financial reporting and internal controls to the Board in terms of Clause 49 (V). Managing Director and the CFO certified the quarterly financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.
n. Information on Deviation from Accounting Standards, if any
There has been no deviation from the Accounting Standards in preparation of annual accounts for the financial year 2014-15
o. Investor Correspondence
(I) Investor Correspondence: Bigshare Services Private Ltd
For transfer / dematerlisation of shares, payment of dividend on shares, interest and redemption of debentures,and any other query relating to the shares and debentures of the Company.
E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri(East), Mumbai – 400072.
Tel No. – 022 – 4043 0200 Fax No. – 022 – 2847 5207 E-mail:firstname.lastname@example.org
(II) Any query on Annual Report:
35, Ashok Chambers, Broach Street, Devji Ratansey Marg, Masjid Bunder, Mumbai - 400 009 Tel. No. 022 - 2348 0526 E mail : email@example.com
p. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments, Conversion date and likely impact on the Equity:
q. Green Initiative
Pursuant to section 101 and 136 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, financial statements and other Communication in electronic forms. The Company is sending the Annual Report including the Notice of Annual General Meeting, audited financial statements, Directors Report, Auditors Report along with their annexure etc. for the financial year 2014-15 in the electronic mode to the shareholders who have registered their e-mail ids with the Company and/or their respective Depository Participants (DP's).
Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses. Those holding shares in demat form can register their e-mail addresses with their concerned DP's. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company, by sending a letter, duly signed by the first/ sole holder quoting details of Folio Numbers.
IX. CODE OF CONDUCT
The existing code of conduct for the Directors and Senior Management of the Company was revised by the Board in its meeting held on 27th September, 2014. This Code has been laid down with a view to promote good corporate governance and exemplary personal conduct and is applicable to all the Directors and Senior Managerial Personnel of the Company. This Code is also available on the website of the Company www.sgtl.in .
Declaration of compliance of the Code of Conduct in terms of sub-clause (ii) of clause 49(I)(D) of listing agreement is given hereunder: "The Board of Directors of Shree Global Tradefin Limited has pursuant to sub clause (i) of Clause 49 (I) D of the Listing Agreement laid down Code of Conduct for all Board members and senior managerial personnel of the Company which has also been posted on the website of the Company, viz. www.sgtl.in . In terms of sub-clause (ii) of the said clause and as per 'affirmation of compliance' letters received from the Directors and the members of senior managerial personnel of the Company, I hereby declare that Directors and the members of senior management of the Company have complied with the Code of Conduct during the financial year 2014-15."
X. AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
The auditor's certificate on compliance of revised clause 49 of the Listing Agreement relating to Corporate Governance is published as an Annexure to this Report.
For and on behalf of the Board
Date: 27th May, 2015