REPORT ON CORPORATE GOVERNANCE (Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges)
1. BOARD OF DIRECTORS:
a) Composition of the Board and Board Meetings of Directors:
The current strength of the Board of Directors of the Company is Five, of which, Three Non-Executive and independent Directors. The Chairman of the Board is Executive Director. The composition of Board is in conformity with Clause 49 of the listing agreement.
As mandate by Clause 49, none of the Directors are members of more than 10 committees of public limited Indian companies; nor are they Chairman of more than 5 committees in which they are members. The composition of the Board and their attendance in Board meetings as on 31st March, 2015 are given in table
Further, During the financial year 2014-15, Four Board Meetings were held on 30th May, 2014, 11th August, 2014, 14th November, 2014, and 13th February 2015.
*Excluding directorships in private, foreign companies and companies which are granted license under Section 25 of the Companies Act, 1956.
The necessary disclosure regarding Committee positions have been made by all the Directors. 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) across all companies in which they are Directors.
b) Appointment / Re-appointment of Directors:
The profiles of Directors who are seeking re-appointment/appointment at the Annual General Meeting are given in the Notice calling Annual General Meeting of the Company.
3. BOARD COMMITTEES: The Board has constituted the following committees of Directors:
I) Audit Committee
II) Remuneration Committee
III) Shareholders's Grievance Committee
I. AUDIT COMMITTEE:
The Audit Committee comprises of three Directors, namely
Names of Directors Category
Mr. Pankaj N Patel Chairman
Mr. Tushar Mathuria Member
Dr. Behram Shavak Pardiwala Member
b. Terms of reference:
(a) Review of the Company's financial reporting process and financial statements.
(b) Review of accounting and financial policies and practices.
(c) Review of Internal control systems.
(d) Discussion with Statutory Auditors on any significant findings and follow-up thereon.
(e) Reviewing the Company's financial and risk management policies.
c. Powers of Audit Committee:
The Audit Committee has the following powers:
i) To investigate any activity within its terms of reference;
ii) To seek information from any employee;
iii) To obtain outside legal or other professional advice;
iv) To secure attendance of outsiders with relevant expertise, if it considers necessary.
d) Audit committee Meetings and Attendance:
The Committee has met 4 times during the financial year ended 31st March 2015 i.e. on 30th May, 2014, 11th August, 2014, 14th November, 2014, and 13th February 2015
II. REMUNERATION COMMITTEE:
@ Composition and attendance : The Remuneration Committee comprised of three NonExecutive Directors, namely Mr. Pankaj N Patel (Chairman of the Committee), Mr. Tushar V Mathuria and Dr. Behram Shavak Pardiwala as members of the Committee
• During the financial year, committee did not have any meeting as there were no issues concerning the remuneration of whole-time/executive Directors.
a) Terms of Reference:
The broad terms of reference of the committee are to appraise the performance of Managing Director and whole time directors, determine and recommend to the Board compensation payable to Managing Director and whole time directors. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice.
c) Remuneration Policy:
Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Managing Director and Whole time Directors, is fixed by the Remuneration Committee. The remuneration is decided by the Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the company etc.,
III. SHAREHOLDERS' / INVESTORS GRIEVANCE COMMITTEE:
a) Composition and attendance:
The present Shareholders Grievance Committee comprised of One Executive and One Non Executive Directors, namely Mr. Shaikh Fazal Mehmood (Chairman of the Committee), and Mr.Pankaj N. Patel as a members of the Committee.
The Committee has been empowered to look into all share holders grievances periodically and take necessary actions.
Information on Investor Grievances for the period from 1st April, 2014 to 31st March 2015:
There are no complaints received from shareholders during the year. The Company has no transfers pending at the close of the financial year.
b) Terms of Reference:
The Company has a Shareholders/Investors Grievance Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non receipt of Dividend, Annual Report, re validation of Dividend warrants etc.,
The committee deals with various matters relating to:
• Transfer / transmission of shares
• Issue of Share certificate in lieu of lost, sub-divided, consolidated, re materialized or defaced certificates.
• Consolidation / splitting of folios
• Review of shares dematerialized and all other related matters.
• Investors grievance and redressal mechanism and recommend measures to improve the level of investors services
5. OTHER DISCLOSURES:
a. There have been no materially significant related party transactions, pecuniary transactions or relationship between your Company and the Directors, Management, subsidiaries or relatives except for those disclosed in the financial statement for the year ended 31st March, 2015.
b. In terms of Clause 49 of the Listing Agreement(s), the Company has adopted a Code of Conduct for the board of Directors and Senior Management Personnel of the Company. The same has been posted on the Company's website. The Declaration by the Chairman of the Company forms part of this Report.
c. The Company has adopted the Employees Share dealing code in terms of the SEBI (prohibition of Insider Trading) Regulations 1992. This code is applicable to all Directors and designated Employees. The Code ensures prevention of dealing in shares by persons having access to unpublished price sensitive information.
d. There was no non-compliance during the financial year and no penalties were imposed on the Company by the Stock Exchange, SEBI or any other statutory authority. The Company obtained a certificate from the statutory auditor of the Company with respect to compliance with the conditions of corporate governance and annexed the certificate with the Directors' Report and sent the same to all the shareholders of the Company and to all the concerned Stock Exchanges along with the annual reports filed by the Company
b. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report forms part of the Director's Report. All the matters relating to Industry Structures and Development, Opportunities and Threats, Risks and Concerns, Internal Control System and its adequacy, Discussion on financial performance with respect to operational performance, Human Resources Development and Industrial Relations are discussed in the Director's Report.
7. GENERAL SHAREHOLDER INFORMATION:
(i) Annual General Meeting
Day, Date and Time: Monday, 30th day of September, 2015 at 10.00 a.m. Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai - 400001
(ii) Financial Calendar 2015 - 16 (Tentative)
Results for the quarter ending 30th June 2015 : Second week of August, 2015 Results for the quarter ending 30th Sep. 2015 : Second week of November, 2015
Results for the quarter ending 31st Dec. 2015 : Second week of February, 2016
Results for the year ending 31st Mar. 2016 : Last week of May, 2016
(iii) Book Closure Date : 23.09.2015 to 30.09.2015 (Both the days inclusive)
(iv) Registered Office : Office No. 1, 1st Floor, 22/24/26, Shipping House, Kumpta Street, Fort, Mumbai - 400001
(v) Equity shares listed on: 1. Bombay Stock Exchange Limited (BSE)
Stock Exchanges at 2. National Stock Exchange of (India) Limited (NSE)
Note: The Company is in process of payment of Annual listing fee to the above Stock Exchanges where shares are listed up to 31st March, 2015.
(vi) Stock Code:
Trading Symbol at BSE -- 512413
NSE - SPECTACLE
Demat ISIN Number in NSDL & CDSL: Equity Shares INE409H01028
(viii) Registrars and Transfer Agents: Sharex Dynamic (India) Pvt. Ltd.
(Share transfer and communication Unit No. 1, Luthra Ind. Premises, regarding share certificates, Andheri Kurla Road, Safed Pool, Dividends and change of address) Andheri (E), Mumbai 400 072
(ix) Share Transfer System
Presently, the share transfers in physical form are processed and the share certificates returned within a period of 15 to 20 days from the date of receipt of the document, subject to the documents being clear in all respects. The Board has delegated the authority for approving the transfers to the RTA subject to approval by Grievance Committee.
Shareholders Grievances and other miscellaneous correspondence on change of address, mandates etc., received from members are generally processed by RTA of the company within 15 to 20 days.
The Company obtains from a Company Secretary in practice half yearly certificate of compliance with the share transfer formalities as required under clause 47c of the Listing Agreement and files a copy of the certificate with BSE and NSE
(xii) Dematerialization of Shares & Liquidity:
Approximately 99.96% of the Equity Shares have been dematerialized upto 31st March, 2015 and Shares of the Company are frequently traded.
Trading in Equity shares of the Company is permitted only in dematerialized form as per notification issued by the Securities and Exchange Board, India (SEBI).
(xiii)Outstanding GDRs/ADRs/Warrants or any Convertible Instruments:
As on March 31, 2015, the Company does not have any outstanding GDRs / ADRs / Warrants on any convertible instruments.
INVESTOR CORRESPONDENCE FOR TRANSFER / DEMATERILISATION OF SHARES AND ANY
OTHER QUERY RELATING TO THE SHARES OF THE COMPANY:
For shares held in Physical form: For Shares held in Demat Form:
Sharex Dynamic (I) Pvt. Ltd. To the Depository Participant
Unit -1, Luthra Ind. Premises, Andheri Kurla Road, Safed Pool Andheri (E), Mumbai 400 072
Any query on Annual Report: Spectacle Ventures Ltd. Office No. 1, 1st Floor, 22/24/26, Shipping House, Kumpta Street, Fort, Mumbai - 400001 Tel: 022-22656051 Fax: 022-22656052 E-mail: firstname.lastname@example.org / fazal email@example.com