29 Apr 2017 | Livemint.com

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Shree Shaleen Textiles Ltd.

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Shree Shaleen Textiles Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE FOR THE F.Y. 2014 - 15

1. COMPANY'S PHILOSOPHY:

Good corporate governance is a synonym for sound management, transparency and disclosure, encompassing good corporate practices, procedures, standards and implicit rules which propel a Company to take sound decisions, thus maximizing long-term stakeholder value without compromising on integrity, social obligations and regulatory compliances. The Company believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders.

The Company's philosophy on Corporate Governance finds its roots in the rich legacy of ethical governance practices. This philosophy has been sought to be strengthened through the Code of Conduct, the Whistle Blower Policy and the Code for Prevention of Insider Trading which have been adopted. The Company will continue to focus its energies and resources in creating and safeguarding of shareholders' wealth and, at the same time, protect the interests of all its stakeholders.

The Company confirms the compliance of Corporate Governance as contained in Clause 49 of the Listing Agreement, the details of which are given below.

2. BOARD OF DIRECTORS:

2.1 Composition:

The Board of Directors comprises of three Directors, all are Non-Executive who brings in a wide  range of skills and experience to the Board. The Chairman is Non-Executive and the number of  Independent Directors is three. The composition of the Board is in conformity with Clause 49 of the  Listing Agreement.

None of the Directors of the Company are related to each other.

During the year 5 Board Meetings were held and the gap between two meetings did not exceed four  months. The dates were: 8* August, 2014; 18th August, 2014, 3rd September, 2014,14th November,  2014,26th December, 2014 and 13* February, 2015.

None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more  than 5 Committees (as specified in Clause 49), across all the companies in which he is a Director. The  necessary disclosures regarding Committee positions have been made by the Directors.

3. AUDIT COMMITTEE:

The Audit Committee was formed during the year and met once. The Composition of the Audit  Committee is as under;

Mr. Madhu Sharma

Mr. Amad Riyaz Bhati

Mr. Zeeshan Hanif Shaikh

The Members possess adequate knowledge of Accounts, Audit and Finance etc. Mr. Madhu Sharma is  the Chairman of the Audit Committee.

The broad terms and reference of Audit Committee are to review the financial statements before submission to Board, to review reports of the Auditors and Internal Audit department and to review the weaknesses in internal controls, if any, reported by Internal and Statutory Auditors etc. In addition, the powers and role of the Audit Committee are as laid down under Clause 49 II C & D of the Listing Agreement entered with the Stock Exchanges and Section 292A of the Companies Act, 1956.

The Audit Committee invites such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at its meetings. The Statutory Auditors are also invited to the meetings.

4. REMUNERATION COMMITTEE:

The Remuneration Committee was constituted during the year. Mr. Amad Riyaz Bhati is the Chairman of Remuneration Committee. The Constitution of the Committee is as given below:

Mr. Madhu Sharma

Mr. Amad Riyaz Bhati

Mr. Zeeshan Hanif Shaikh

The terms of reference of the 'Remuneration Committee' are as follows:

3) To determine on behalf of the Board and on behalf of the Shareholders the Company's policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment.

4) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

The details of the remuneration paid to executive director are disclosed in the related party transactions in the notes to accounts section of the report.

DETALS OF SHARES HELD:

The shares held by the Directors of the Company as on 31st March 2015 is given below: N.A

5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

The Shareholders / Investors Grievance Committee was constituted during the year and is comprises of following Directors.

Mr. Madhu Sharma

Mr. Amad Riyaz Bhati

Mr. Zeeshan Hanif Shaikh

The terms of reference of the committee are inter alia as follows:

(a). Review the reports submitted by the Registrars and Share Transfer Agents of the Company at half yearly intervals.

(b). Investor relations and redressal of shareholders grievances including relating to non-receipt of dividend, Annual Report, non - receipt of shares etc.

(c). Oversee the performance of the Registrars and Share Transfer Agents of the Company. Mr. Ankur Bhinda is the Compliance Officer. His address and contact details are as given below:

Address:

2nd Floor, Satwant Villa, Aarey Road, Goregaon (West), Mumbai - 400062 : Phone: 022 - 4290 6770; Fax: 022 - 4290 6774; Email: shreeshaleentex@gmail.com

7. DISCLOSURES:

1.1 There were no materially significant related party transactions i.e. transaction of the Company of material nature with its Promoters, Directors or the Management or their relatives etc. that would conflict with the interests of the Company except as reported in the Annual Report. 1.2 No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

1.3 All mandatory requirements as per Clause 49 of the Listing Agreement have been complied with by the Company. :

1.4 The Company follows Accounting Standards issued by The Institute of Chartered Accountants of India and there are no statutory audit qualifications in this regard.

8. MEANS OF COMMUNICATION:

a). The quarterly un-audited financial results are published in leading English and Vernacular newspapers. The half yearly report is not sent separately to the Shareholders. Annual Reports are sent to the shareholders at their registered address with the company.

b). The Management Discussion and Analysis Report, in compliance with the requirements of Clause 49 of the Listing Agreement is annexed to the Directors' Report and forms part of this Annual Report being sent to all the members of the Company. All matters pertaining to industry structure and developments, opportunities and threats, segment / product wise erformance,  outlook, risks and concerns, internal control and systems, etc. are discussed in the said report.

9. GENERAL SHAREHOLDERS INFORMATION:

A. Annual General Meeting

Date and Time : : 30* September, 2015 at 0.3.00 PM

Venue : C-108, Room B, "E" Wing, Crystal Plaza Co-Op Society, New Link Road, Andheri (W) Mumbai- 400 053 (Maharashtra)

Dates of Book Closure : 25/09/2015 to 29/09/2015

Financial Calendar 2015-16 (Tentative):

First quarterly results : : August, 2015

Second quarterly results : November, 2015

Third quarterly results : February, 2015

Annual results for the year ending on 31.03.2015 : May, 2015

Annual General Meeting for the year 2015 : September, 2015

a. Listing on Stock Exchanges:

The Company's Equity Shares are listed on the BSE Limited (BSE), Phiroze Jeejeebhoy  Towers, Dalai Street, Mumbai - 400 001

The Company's trading suspended on BSE from 6th January, 2015, reason is Surveillance  Measure

The Company has paid Annual Listing Fees as applicable, to the BSE for the financial year  2014-15.

Script Code Equity : 505513 ISIN:- EQUITY: INE703L01026

c. Registrar & Share Transfer Agents:

Purva Sharegistry (India) Pvt. Ltd. Unit no. 9, Shiv Shakti Ind. Estate, J .R. Boricha marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai 400 011 Tel: 91-22-2301 6761 / 8261 ; Fax : 91-22-2301 2517 E-mail: busicmp@vsnl.com; Website: www.purvashare.com

e. Dematerialisation of Shares and Liquidity:

The Company's shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India - National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Registered Office: C-108, Room B, "E" Wing, Crystal Plaza Co-Op Society, New Link Road, Andheri(W), Mumbai-400 053 (Maharashtra) Designated exclusive e-mail id for Investor servicing: shreeshaleentex@gmail.com

10. CORPORATE ETHICS

The Company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings. A Code of Conduct for Board Members and a Code of Conduct for Prevention of Insider Trading as detailed below has been adopted pursuant to clause 49 (D) of the Listing Agreement & the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (as amended), respectively:

a. Code of Conduct for Board Members and Senior Management:

The Board of Directors of the Company adopted the Code of Conduct for its members and Senior Management. The Code highlights Corporate Governance as the cornerstone for sustained management performance, for serving all the stakeholders and for instilling pride of association

b. Declaration affirming compliance of Code of Conduct:

The Company has received confirmations from the Directors as well as Senior Management Executives regarding compliance of the Code of Conduct during the year under review.

A declaration by Managing Director affirming compliance of Board members and senior management personnel to the Code is also annexed herewith.

c. Code of Conduct for Prevention of Insider Trading:

The Company has adopted the Code of Conduct for Prevention of Insider Trading for its Management and Directors. The Code lays down guidelines and procedures to be followed and disclosures to be made by directors, top level executives and staff whilst dealing in shares. The Managing Director has been appointed as the Compliance Officer and is responsible for adherence to the Code.

d. Compliance Certificate by Auditors:

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated in clause 49, which is annexed herewith.

AS PROVIDED UNDER CLAUSE 49 OF THE LISTING AGREEMENT, THE BOARD MEMBERS HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT FOR THE YEAR ENDED 31.03.2015.

By order of the Board

for Shree Shaken Textiles Limited

Sd/- Madhu Sharma  

Director

Place: Mumbai

Date: 04.09.2015