REPORT ON CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on Corporate Governance is aimed at ensuring transparency in its dealings, disclosing matters of interest to the shareholders, complying with all laws and regulations as applicable to the Company and promoting the interests of all stakeholders.
(A) Non-executive directors compensation
None of the non-executive directors is paid any remuneration other than sitting fees for attending each Board meeting.
Mr. Bharat Bhushan Gupta holds 6,66,899 shares as on 31st March, 2014. None of the other non-executive directors holds any shares in the company other than Shri Bharat Bhushan Gupta.
(B) Independent Directors
The independent directors are not related to promoters or management at the Board level. All independent directors have confirmed that they meet the independence criteria as mentioned under clause 49 of Listing Agreement. They view, at every board meeting, legal compliance reports prepared by the Company.
Six (6) Board Meetings were held during the F.Y. 2013-14. The dates on which the said meetings were held are 29.04.2013, 30.05.2013, 14.08.2013, 13.11.2013, 06.12.2013 and 17.02.2014. the Company has a procedure to provide the information to the Board as required under Annexure IA to clause 49 of the listing Agreement which is followed. the Board periodically reviews the compliance of all laws applicable to the Company.
All the directors have made necessary disclosures about the committee positions they occupy in other companies. The Company has not entered into any materially significant transactions during the year under report with promoters, directors, senior management personnel etc. other than transactions if any, entered into in the normal course of company's business.
(D) Code of Conduct
The Board has laid down a code of conduct for Board members and senior management personnel of the company. The said code of conduct is posted on the company's website www.spectraindustries.in .All the board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director and CEO is given at the end of this report.
The Company has also adopted a code of conduct for prevention of Insider Trading. All the Directors, Senior Management personnel and other employees who have access to the unpublished price sensitive information of the Company are governed by this code of conduct. During the year under report, there has been due compliance with the said code of conduct for prevention of Insider Trading.
II. AUDIT COMMITTEE
The Audit Committee comprises of three independent Non-executive Directors as follows:
1. Mr. A.M.Arondekar (Chairman)
2. Mr. Prabhjot Singh Chandok (Member)
3. Mr. Sanjeev Chirania (Member)
The Chairman of the Audit Committee has good experience in Corporate Finance and other related matters. Other directors have Accounting and Financial Management experience.
The Managing Director attends Audit Committee Meetings as permanent invitee. The Statutory Auditors and Finance personnel are also invitees to the Audit Committee meeting. The Audit Committee reviews all the issues which are required to be mandatorily reviewed by it under Corporate Governance.
The powers and role of the Audit Committee cover the matters specified under Clause 49 of the Listing Agreement as well as in Section 292 A of the Companies Act, 1956, such as overview of the company's financial reporting process; recommending the appointment / reappointment of statutory auditors; reviewing with the management annual financial statements; quarterly Financial Statements and other matters as covered under role of audit committee in Clause 49. The audit committee has powers, inter-alia, to investigate any activity within its terms of reference and to seek information from any employee of the company as well as seek outside legal and professional advice.
III. SUBSIDIARY COMPANY
The Company has no subsidiary Company.
IV. REMUNERATION COMMITTEE
The Remuneration Committee comprises solely of Independent & Non-Executive Directors. The Remuneration Committee comprises of the following members:
1. Mr. A. M. Arondekar (Chairman)
2. Mr. prabhjot Singh Chandok (Member)
3. Mr. C. J. Kotcher (Member)
(A) Related Party Transactions
The particulars of transactions between the Company and its related parties as per Accounting Standards is set out in the notes to the accounts in the Annual Report and were placed before the Audit Committee periodically. There were no transactions of material nature with Directors, Management or their relatives during the year that may have potential conflict with the interest of the Company at large.
(B) Risk Management
The Board of Directors had been informed from time to time the business risk faced by the Company and the steps taken by the management to minimize the same.
(C) Proceeds from Initial Public offerings (IPOs)
The Company has not made any IPO during the year. The Company has complied with the requirements of regulatory authorities on the matters related to Capital Markets and no penalties/strictures have been imposed against the Company during the last three Financial Years.
A separate report on Management Discussion & Analysis which forms part of the Annual Report is annexed. The Company has complied with the requirements of regulatory authorities on matters related to capital markets and no penalties/ strictures have been imposed against the Company during the last three Financial Years.
Clause 49 of the Listing Agreement mandates to obtain a certificate from either the Auditors or Practicing Company Secretaries regarding the compliance of conditions of Corporate Governance stipulated in the clause and annex the certificate with the Directors' Report, which is sent annually to all the shareholders. The Company has obtained a certificate from the Auditors to this effect and the same is given as an annexure to the Directors' Report.
VII. WHISTLE BLOWER POLICY
The Company has not framed any whistle blower policy. However, no person has been denied any access to the Audit Committee. the Company has not adopted non - mandatory requirements of Clause 49. However the particulars relating to the remuneration committee are given in this report.
VIII. MEANS OF COMMUNICATION
The quarterly, half yearly and yearly results are regularly submitted to the Stock exchange in accordance with the listing Agreement. the quarterly and yearly results are published in newspapers namely the Free press Journal in english and Navshakti in Marathi. the same are also available on the Company website i.e., www.spectraindustries.in there were no presentations made to the Institutional Investors or analysts.
GENERAL SHAREHOLDERS’ INFORMATION
1. Annual General Meeting Day, Date, time and Venue :
Saturday, 6th September, 2014 at 11.00 a.m. at landmark Building, link Road, Mithchowki, Malad (West), Mumbai - 400 064
2. Financial Year Calendar (provisional) : . April to March
- Results for first quarter ending June 30, 2014 : Second week of August, 2014
- Results for second quarter ending September 30, 2014 : last week of october 2014
- Results for third quarter ending December31, 2014 : last week of January 2015
- Audited Results for the year ending March 31, 2015 : last week of May, 2015
3. Dates of Book Closure :
From Saturday, August 30, 2014 to Saturday, September 6, 2014 (both days inclusive)
4. Registered Office :
plot No. 9, Spectra Compound, Ramchandra lane extn., Kanchpada II, Malad (W), Mumbai 400 064.
5. Compliance Officer :
Ms. Archana panchal ,tel No : 022-28893933/68/77 Fax No : 022-28891342
6.Registrar & Share transfer Agents :
Sharex dynamic (India) pvt. ltd. unit 1, Luthra Ind. premises, Andheri Kurla Road, Safed pool, Andheri (east) Mumbai 400 072. tel No : 022-28515606, 28515644 Fax No:28512885
7. plant location :
C-1, M.I.D.C. Murbad - 421 401. penkar pada, Next to premalaxmi Marathi School, Mira Road (east)-401107.
8. listing on Stock exchanges and Stock Code :
BSE Ltd. (513687)
9. ISIN Number in NSDL and CDSL :
11. Share Transfer System
Share transfers are registered and duly transferred share certificates are returned to the lodger within a period of thirty days from the date of receipt, if the documents are otherwise in order. The Share Transfer Committee meets as frequently as necessary to approve transfers and related matters as may be required.
13. Dematerialization of Shares:
As on March 31, 2014, 90.77% of the Paid Up Share Capital has been dematerialized. The Shares of the Company are infrequently traded. Outstanding GDRs / ADRs/ Warrants or any Convertible Instruments, conversion date and likely impact on equity: N.A
XI. CEO/CFO Certification
A certificate from the Managing Director of the Company in terms of clause 49 (V) of the Listing Agreement was placed before the Board Meeting held on 30th May, 2014 to approve the Audited Annual accounts for the year ended 31st March 2014.
As provided under Clause 49 of the Listing Agreement with the Stock Exchange, the Board members and the Senior Management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management for year ended 31st March, 2014.
Vinod Kumar Gupta