REPORT ON CORPORATE GOVERNANCE
The Company subscribes fully to the principle and spirit of sound corporate governance practices in all its activities to ensure the ultimate goal of making the company a value driven organization. The Company has taken a series of steps to implement all the measures of good corporate governance practice, laying emphasis on transparency, integrity, accountability and value creation in conducting its Corporate Affairs and enhance value for all its stakeholders.
B. Board of Directors: Composition, Meetings and Attendance:
The Board of Directors comprises of six Directors, four of them being Non Executive Directors. Fifty percent of the total strength of the Board comprises of Independent Directors.
During the financial year ended 31st March 2015, the Board met eleven times on 15th April, 2014, 15th May,2014, 29th May, 2014, 12th August, 2014, 26th September, 2014, 29th September, 2014, 16th October, 2014, 12th November, 2014, 1st December, 2014, 22nd December, 2014, 13th Februray,2015.
The gap between two Meetings did not exceed four months. The Company placed before the Board, the annual operating plans, budgets, performances and other information including those specified under Clause 49 of the Listing Agreement, from time to time.
The notice for the Board Meeting and the detailed agenda papers are circulated to all the Directors well in advance to enable them to attend and take an informed decision at the Meetings. The Directors of the company make necessary disclosures regarding the Committee positions held by them in all the Companies in which they are Directors. None of the Director of the Company is the member on more than Ten Committees and a Chairman on more than five Committees across all the Companies in which they are Directors.
C. Audit Committee:
The Audit Committee comprises Ms.A.Y.Parekh , Mr.K.Gopi Nair and Mr.Gaurav Davda. All the members of this Committee are independent Directors and Ms. A. Y. Parekh is the Chairperson of the Audit Committee. The Chief Financial Officer, Statutory and Internal Auditors are Invitees to the Committee.
The Audit Committee's primary role is to review the Company's financial statements, internal financial reporting process, internal financial controls, the audit process, adequacy, reliability and effectiveness of the internal control systems, vigil mechanism, related party transactions, monitoring process for compliance with laws and regulations and the code of conduct.
The Audit Committee also reviews reports and presentations and the responses thereto by the management. The reports and findings of the internal auditor and the internal control system are periodically reviewed by the Audit Committee.
During the year under review, the Audit Committee of Directors held discussions with the Internal and Statutory Auditors of the Company concerning the Accounts of the Company, internal control systems, internal audit, compliance with Accounting Standards and Listing Agreement, reviewed the quarterly, half yearly, and annual financial statements before they were submitted to the Board of Directors. The Audit Committee of Directors also reviewed the matter prescribed under clause 49 II(D) of the Listing Agreement
The Company adopted a revised Audit Committee Charter, containing the terms of reference effective from October 1, 2014 in accordance with Companies Act, 2013 and Clause 49 of the Listing Agreement.
During the year 2014-15, Six Audit Committee Meetings were held on 9th May, 2014, 29th May, 2014, 12th August, 2014, 26th September, 2014, 12th November, 2014, 13th February, 2015.
The Audit Committee has adequate powers and detailed terms of reference to play effective role as required under the Clause 49 of the Listing Agreement.
The Company Secretary acts as the Secretary of the Committee.
Whistle Blower Policy:
The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.
D. Nomination & Remuneration Committee
The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Nomination and Remuneration Committee consists of the following Non-Executive Directors:
Ms.A.Y. Parekh (Chairperson) Mr. K. Gopi Nair
Mr. Gaurav Davda (w.e.f. 29/05/2014)
Subject to the overall ceiling approved by the Board and the shareholders, the Nomination & Remuneration Committee of the Directors recommend to the Board, the salary [including annual increments], perquisites and commission to be paid to the Company's Executive Directors.
Meetings of this Committee are held only when required.
One Meeting of this Committee were held during the year 2014-15.
The elements of the remuneration package of Non-Executive Directors consists only of Sitting Fees for attending Board & Committee meetings of the Company. All the Executive Directors of the company have been appointed on a contractual basis, based on the approval of the Shareholders. The elements of the remuneration package of Executive Directors comprises of Salary, Perquisites and Allowances as approved by the Shareholders at the Annual General Meeting
Pursuant to the provisions of the Companies Act, 2013 ("Act") and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Equity Listing Agreement ("Clause 49") as may be applicable, the Board of Directors ("Board") has carried out an annual evaluation of its own performance and that of its committees and individual directors.
The performance of the Board and individual directors was evaluated by the Board seeking inputs from all the Directors.
The performance of the committees was evaluated by the Board seeking inputs from the committee members. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors. A separate meeting of Independent Directors was also held to review the performance of non-independent directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors. This was followed by a Board meeting that discussed the performance of the Board, its committees and individual directors.
The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of committees of the Board included aspects like composition of committees, effectiveness of committee meetings etc. The criteria for performance evaluation of the individual directors included aspects on contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his/her role.
E. Stakeholders' Relationship Committee
The Committee's constitution and terms of reference are in compliance with provisions of the Section 178(5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The company has formed Stakeholders'Relationship Committee under the Chairmanship of Ms.A.Y.Parekh with Mr.Milan B.Khakhar and Mrs.Vasumati B.Khakhar as its members, to look into redressal of Shareholders and investors grievances with respect to transfer of Shares, Non Receipt of Declared Dividend or Annual Report etc. and other matters relating to shareholder relationship. The Stakeholders Relationship Committee met three times during the year on 12th August, 2014, 4th October, 2014, 13th February, 2015
All the valid Share Transfer requests received during the year were duly attended to and there were no valid request pending for Share Transfer as on 31st March, 2015.
No.of Investors' complaints received during financial year 2014-15 : Nil No. of Complaints pending unresolved as on 31st March, 2015 : Nil
F. Name and Designation of Compliance officer: Mr.Manoj D. Dewani - Chief Financial Officer Solid Stone Company Limited, Maker Chambers V, Nariman Point, Mumbai - 400021. Tel: 66115800 Fax: 22826439 Email : firstname.lastname@example.org
(a) Related Party Transactions:
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.
As required under clause 49(VIII) of the listing agreement with Stock Exchanges, the Company has formulated a policy on Related Party Transactions.
(b) Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: None
(c) Risk Management:
A detailed review of business risks and the Company's plan to mitigate them is presented to the Audit Committee and Board. The Company has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Audit Committee and Board.
The Company has formulated a Risk Assessment & Management Policy, duly reviewed by the Audit Committee, establishing the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting to the Board periodically. The Policy would be applicable to all the functions and departments of the Company. The Risk Assessment & Management Policy would be implemented through the establishment of the Risk Management Committee accountable to the Board of Directors. The Committee shall include the Managing Director ('MD') Chief Financial Officer, Chief Executive Officers, internal auditor of the Company and such other members as included by the Board/MD. The MD will be the Chairman of the Committee.
(d) CEO/CFO Certification:
Mr. Milan B.Khakhar, Chairman and Managing Director and Mr. Manoj Dewani, Chief Financial Officer, have certified to the Board in accordance with Clause 49(IX) of the Listing Agreement pertaining to CEO/ CFO certification for the financial year ended 31st March, 2015.
(e) Code of Conduct:
The Board of Directors has adopted the Code of Ethics and Business Principles for Non-Executive Directors as also for the employees including Whole-time Directors and other members of Senior Management. The said Code has been communicated to all the Directors and members of the Senior Management.
(f) Prevention of Insider Trading Code:
The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders and code of practices and procedures for fair disclosures of unpublished price sensitive information in terms of Regulations 8(1), 9(1) and 9(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
All the Directors, employees at senior management level and other specified persons who could have access to unpublished price sensitive information of the Company are governed by this code.
(g) Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
The Company has not received any complaint on sexual harassment during the financial year 2014-15.
I. Means of Communication:
The means of communication between the Company and the shareholders are transparent and investor friendly. The Company's quarterly unaudited results are published in leading newspapers in English and Marathi. As such the Company does not send unaudited results to shareholders individually. The company has not made any presentation to any Institutional Investors/ Analysts during the year.
Management Discussion and Analysis Report forms part of this Annual Report: J. General Shareholder Information:
a) Annual General Meeting
The 25th AGM of the members of the company is scheduled to be held on 24th September, 2015 at "Orchid & Tulip", Centre 1, World Trade Centre, 1st Floor, Cuffe Parade, Mumbai-400005 at 9.15 a.m.
b) Financial Calendar for the year 2015-2016 (Provisional)
A Unaudited Results for the first quarter ending on June 30, 2015 : By 15th of August, 2015
B Unaudited Results for the second quarter ending on September 30, 2015 : By 15th of November, 2015
C Unaudited Results for the third quarter ending on December 31, 2015 : By 15th of February, 2016
D Results (Audited) for the financial Year ending March 31, 2016 :By 30th of May, 2016
E Annual General Meeting for the year ending March 31, 2016 : By end of September, 2016
c) Details of book closures:
From 19th September, 2015 to 24th September, 2015 (both days inclusive)
d) Dividend Payment
The Directors have not proposed any Dividend for the financial year ended 31st March, 2015
e) Stock Exchange Listing:
The Company's shares are listed on Bombay Stock Exchange (BSE), Mumbai. The Company has paid Annual Listing fees upto financial year 2015-2016 to the Bombay Stock Exchange (BSE)
Scrip code on the Bombay Stock Exchange (BSE) : 513699
ISIN : INE584G01012
Registrars and Transfer Agents:
The Company has appointed M/s.Sharex (India) Pvt.Ltd. at Unit no.1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai-400072, as Registrars and Share transfer Agents. Email: email@example.com Tel.No. : 022-28515606 / 28515644
h) Share Transfer System
Share transfers are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. Executives of the Company have been authorized to approve transfers.
k) Dematerialization of Shares:
The company has appointed M/s.Sharex (India) Pvt.Ltd., Unit no.1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai-400072 as Share Transfer Agents of the Company for transfer of Shares in physical and demat form. 97.14 % of the Company's Share Capital is dematerialized as on 31st March, 2015.
l) The Company has not issued any GDRs/ADRs. No Bonds were outstanding as on 31st March, 2015.
m) Address for correspondence:
1501, Maker Chambers V, Nariman Point, Mumbai-400021. Ph. 91 22 66115800
n) ROC - Company Identity Number (CIN):
o) Adoption of Non-Mandatory Requirements of Clause 49:
The company complies with the following Non-mandatory requirements stipulated under Clause
The Company is in the regime of unqualified financial statements.
Whistle Blower Policy:
The company has a whistle blower mechanism wherein the employees are free to report violations of Laws, Rules, Regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices.