CORPORATE GOVERNANCE REPORT
A report for the financial year ended 31st March, 2015 on the compliance by the Company with the Corporate Governance requirements under Clause 49 of the Listing Agreement is furnished below:
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and in all its interactions, Shareholders have right to have complete information about the Directors and Management and their interest in the Company as well as governance practices followed by them. Towards this end, the Company is making extensive disclosures from time to time.
2. BOARD OF DIRECTORS
Composition and Category
The Board of Company consists of Five (5) Directors which include Two (2) non independent Directors and Three (3) Independent Directors. There is no nominee or Institutional Directors in the Company Board Meetings, attendance, position held in meetings
The Board met 6 (six) times on 30th May, 2014, 14th August, 2014, 14th November, 2014, 6th February, 2015, 13th February and 18th March, 2015. The time gap between the two meetings was not more than 120 days. All the information required to be furnished to the Board was made available to them along with detailed Agenda Notes.
3. COMMITTEES OF THE BOARD
A. Audit Committee
Audit Committee comprises of 4 (Four) members out of them 3 (Three) are independent Directors as required under clause 49 of the Listing Agreement.
Audit Committee met on 30th May, 2014, 14th August, 2014, 13th November, 2014 and 13th February, 2015
Terms of Reference of the Audit Committee:
The terms of reference of Audit Committee are in accordance with requirements of Clause 49 of the Listing Agreement with the BSE Ltd. The brief description of the terms of reference of the Audit Committee is as under:
The scope and role of the Audit Committee is to review Internal Audit Reports, Statutory Auditor?s Report on financial statements, to generally interact with Internal Auditors to review their finding, suggestions and other related matter and with Statutory Auditors, to review Quarterly Financial Statements before submission to the Board for approval, discuss the financial performance, transactions with related parties etc. At a special invitation, Statutory Auditors, Internal Auditors, the Executive Directors attend the Audit Committee meetings to clarify points raised by the committee. The Chairman of the Audit Committee, Mr. Saurab Kothari was present at the last Annual General Meeting of the Company held on 30th September, 2014, to address the shareholders? queries, pertaining to the Annual Accounts of the Company.
B. Stakeholders Relationship Committee
The Board has changed the nomenclature of Investors/ Shareholders Grievance Committee to Stakeholders Relationship/Shareholders/Investors Grievance Committee as required under Section 178 of the Companies Act, 2013. The Committee will consider and resolve the grievances of security holders of the Company.
The main object of the Committee is the satisfactory redressal of investor?s complaints and providing quality services to the shareholders of the Company.
The Stakeholders Relationship Committee comprises of 4 (Four) Members, majority of whom are Non Executive Directors as required by clause 49 of Listing Agreement
The Committee monitors the Shareholders grievances, reviews existing investors redressal system and suggests measures for improvement, discusses report of the Registrar and Transfer Agent and Practicing Company Secretary?s Certificate under Clause 47 (c) of the Listing Agreement.
C. Nomination and Remuneration Committee
Remuneration Committee comprises of 3 (Three) Members, all of them are Non Executive Directors.
During the year, two Nomination and Remuneration Committee Meetings were held and those were on 14th August, 2014 and 18th March, 2015
Brief description of Terms of Reference:
To determine and recommend to the Board, the Remuneration including Commission, perquisites and allowances payable to the Whole Time Directors of the Company on overall performance of the Company during the Financial year of the Company and in conscience with the existing industrial practices of the Company.
During the year under review, the Company has not paid any remuneration and sitting fees to any of the Directors of the Company in view of the losses incurred by the Company.
D. Risk Management Committee
Risk Management is an ongoing process within the Organization. The objectives and scope of the Risk Management Committee broadly comprises:
- 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 evaluates 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, and potential impact analysis and mitigation plan.
The Risk Management Committee consists of following Directors:
1. Mr. Dilip Shah – Chairman
2. Ms. Pooja Lodha - Member
3. Mr. Ramesh Patel - Member
E. Independent Directors Meeting
During the year under review, the Independent Directors met on 18th March, 2015 inter alia, to discuss:
- Evaluation of performance of Non Independent Directors and the Board of Directors as a whole;
- Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
- Evaluation of quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
During the year, there was no transactions material in nature with the Whole time Director or Director, relatives that had potential conflict with the interest of the Company.
(a) There are no materially significant transactions with related parties viz., Promoters, Directors or the Management, their Subsidiaries or relatives etc., having potential conflict with Company s interest at large. Details of related party transactions are disclosed in Notes to annual accounts in this Annual Report.
(b) The Company has followed all relevant Accounting Standards and Indian GAAP as may be amended from time to time while preparing the financial statements.
(c) During the year under review, exercise on Risk Management was carried out and reviewed periodically covering the entire spectrum of business operations by the Risk Committees formed by the Company. The Board has been informed about the risk assessment and minimization procedures through means of a properly defined frame-work as stipulated under Clause 49 of the Listing Agreement. Business risk assessment, evaluation and its management is an ongoing process within the Company.
(d) There was no pecuniary relationship or transactions of Non-executive Directors vis-à-vis the Company during the year under review. The Company has no stock option policy as part of remuneration package applicable for Whole-time Directors or its employees.
5. RECONCILIATION OF SHARE CAPITAL AUDIT:
A qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted Capital with NSDL and CDSL and total issued and listed capital of the Company as per books. The Secretarial Audit report confirms that the total issued / paid up capital is in accordance with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
6. CODE OF CONDUCT
The Board has adopted the Code of Conduct and Ethics („the Code?). The Code is a comprehensive guide applicable to all the Directors and Members of Senior Management and employees of the Company. The Code is posted on the Companys website www. www.solicarbide.in and has been communicated to all the Directors and Senior Management Executives and the compliance of the same is affirmed by them every year. A Declaration signed by the Directors affirming the compliance is annexed separately to this Annual Report
7. CEO / CFO CERTIFICATION:
Mr. Dilip Shah, Chairman and Director of the Company has issued necessary Certificate pursuant to clause 49 of the Listing Agreement and same is annexed and forms part of the Annual Report.
8. MEANS OF COMMUNICATION
The quarterly, half yearly and annual results are published in Free Press Journal (English daily newspaper) and in Navshakti (Marathi daily newspaper) in the Mumbai edition as per the requirement of clause 41 of the Listing Agreement.
9. MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis forms part of the Annual Report.
10. CODE FOR INSIDER TRADING
The Company has adopted and implemented a Code of Conduct as per SEBI (Prohibition of Insider Trading Regulations, 2015). The code lays down the guidelines, which include procedures to be followed and disclosures to be made by the insiders while dealing with the shares of the Company.
11. GENERAL SHAREHOLDING INFORMATION
i. Annual General Meeting:
Date and Time: 30th September, 2015 at 11.00 a.m.
Venue: Plot No. R-402, T.T.C. Industrial Area, MIDC, Thane Belapur Road, Navi Mumbai-400701
ii. Financial Calendar 2015-16:
The Company follows April-March as the Financial Year. The results of every quarter are declared (tentatively) in the month following the quarter:
Quarter Ended Expected Date
30th June, 2015 : 14th August, 2015
30th September,;2015 14th November, 2015
31st December, 2015: 14th February, 2016
31st March, 2016: 30th May, 2016
AGM for year ended 31st March 2016: By 30th September, 2016
Date of Book Closure: 28-09-2015 to 30-09-2015 (Both days inclusive)
iv. Dividend payment date: Dividend is not declared
v. Listing on Stock Exchange: BSE Ltd, Vadodara Stock Exchange Ltd and Ahmedabad
Stock Exchange Ltd
The Company has paid listing fees for the year 2015-16 to the stock Exchange(s) to BSE Limited
vi. Scrip Code: 500394
vii. DEMAT ISIN: INE161C01026
viii. CIN: L99999MH1990PLC057785
xi. Registrar and Transfer Agent : Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L B S Marg, Bhandup (West), Mumbai - 400 078 Tel. (022) 25963838 Email: Mumbai@linkintime.com
xii. Share Transfer System:
Presently, the Share Transfers which are received in physical form are processed and the share certificates are return duly transferred within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respect.
xv. Dematerialization of Shares and Liquidity:
The Company has established required connectivity with Central Depository Services Limited and National Securities Depository Limited and the same are available in electronic segment under ISIN - INE161C01026
xvi. Liquidity of Shares:
During the year, the shares of the Company were infrequently traded.
xvii. Address for Correspondence
Name “SOLID CARBIDE TOOLS LIMITED
Address Plot No.R-402, T.T.C. Industrial area, MIDC, Thane, Belapur Road, Navi Mumbai- 400701 Contact nos. (022) 27697041Email id email@example.com Website www.solidcarbide.in
xviii. Any Query on Annual Report:
Name Mr. Dilip Shah Contact nos. (022) 27697041 Email id firstname.lastname@example.org
For and on behalf of the Board of Directors
For Solid Carbide Tools Limited
Sd/- Dilip Shah
Place: Navi Mumbai