Report on Corporate Governance
The principle of Corporate Governance is based on the acceptance by Management of the rights of the stakeholders as the true owners of the corporate and of their own status as trustees of the stakeholders. It also encompasses the transparency, empowerment, accountability, controls and corporate practices with high standards of ethics to achieve the corporate goals committed to values and conduct.
The Board of Directors of your Company aims of "Good Corporate Governance" to ensure accountability, fairness and transparency in managing the affairs of the Company for maximizing long-term value of the Company for all its stakeholders.
Your Company's policy on corporate governance is based on the foundations of Trusteeship, Transparency, Empowerment and Accountability and control with a vision to achieve ethically driven business processes that is committed to values and conduct.
In terms of the provisions of the Clause 49 of the Listing Agreement with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) and other prevalent corporate governance practices, the report on the Corporate Governance of the Company containing the details of the System and procedures is as follows:
1. Board of Directors
The Board of Directors of the Company is the apex body, constituted by the Shareholders of the Company. The Board of Directors of the Company review and monitor corporate strategy and performances. The Board while being accountable to the Company and its shareholders provides strategic guidance to the Company and ensure effective monitoring of the management. The primary role of the Board is that of trusteeship to protect and enhance stakeholder's value through strategic supervision of the Company.
The Board has the ultimate responsibility of the management, direction and performance of the Company and plays an important role in overseeing how the management serves the objectives and interests of the stakeholders.
The SPML's Board is an optimum mix of executive and non-executive directors who have in-depth knowledge of business and experience and expertise in the area of specialization. The Independent Directors play important role in Board decision processes by imparting their independent views on the important strategic issues.
As on 31st March, 2015, the Board comprised of Six (6) Directors, out of which 3 are Independent Directors. During the year, the composition of the Board and the membership on other Boards/ Committees of Directors is given hereunder:
Board Meetings & Attendance
During the financial year 2014-15, the Board of Directors has met nine times. The Board Meetings were held on following dates: (i) 28.05.2014, (ii) 26.07.2014, (iii) 13.08.2014 (iv) 16.08.2014 (v) 18.09.2014 (vi) 26.09.2014 (vii) 14.11.2014 (viii) 05.12.2014 and (ix) 12.02.2015. In addition to these board meetings, there was one separate meeting of independent Directors on 21.03.2015. The maximum time gap between two meetings was not more than four calendar months
Last Annual General Meeting was held on 26th September, 2014.
2. Committees of the Board
There are seven Committees of the Board - the Audit Committee, Stakeholder Relationship committee, Nomination and Remuneration Committee, Finance Committee, Risk Management Committee, Corporate Social Responsibility Committee and Further issue of Capital Committee.
i) Audit Committee
In accordance with the mandatory provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Audit Committee overview the Company's financial reporting processes and review of the quarterly , half- yearly and annual financial statements , the adequacy of internal control systems, the financial and risk management policies and the significant findings and adequacy of internal audit function etc. within the stipulated time.
Composition and Attendance
During the year, the Audit Committee met 5 (five) times. The Audit Committee Meetings were held on (i) 28.05.2014, (ii) 26.07.2014, (iii) 13.08.2014 (iv) 10.11.2014 and (v) 12.02.2015. The company Secretary of the Company acts as the Secretary of the Committee.
ii) Stakeholders Relationship Committee
In terms of Section 178 of Companies Act, 2013 and Clause 49 of the Listing Agreements, the Committee inter alia approves issue of duplicate certificates and registration of transfer/transmission of Equity shares of the Company. The Committee also looks into the redressal of Shareholders'/investors' complaints related to transfer of shares, non-receipt of declared dividends etc. The Committee overseas performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. The Company Secretary of the Company acts as Secretary to the Committee.
Composition and Attendance
During the year ended 31.03.2015, the Committee met for 4 (four) times. The Stakeholder Relationship Committee Meetings were held on (i) 10.04.2014, (ii) 16.10.2014, (iii) 20.11.2014 and (iv) 13.02.2015. The company Secretary of the Company acts as the Secretary of the Committee.
The Company attends to the investors' grievances/correspondence expeditiously, except in the cases that are constrained by disputes or legal impediments.
(a) No. of Shareholders complaints received during the year NIL
(b) No. of complaints not resolved to the satisfaction of the Shareholders Nil
(c) No. of pending complaints as on 31.03.2015 Nil
The Company Secretary acts as the Compliance Officer of the Company. iii) Nomination And Remuneration Committee
In terms of Section 178 of Companies Act, 2013 and Clause 49 of the Listing Agreements, the Committee identify persons who are qualified to become directors and who may be appointed to senior management, laid down criteria for determining qualifications, positive attributes and Independence of a director and other employees, prescriber policy on board diversity and remuneration policy, viewing remuneration package, details of fixed components, performance linked incentives, service contract, notice period and severance fees etc.
Composition and Attendance
During the year ended 31.03.2015, the Nomination and Remuneration Committee met for 3 (three) times. The Nomination and Remuneration Committee were held on (i) 13.08.2014, (ii) 26.09.2014, and (iii) 12.02.2015. The company Secretary of the Company acts as the Secretary of the Committee.
iv) CSR Committee:
In accordance with the mandatory provisions under section 135 of the Companies Act, 2013, a Committee has been constituted by the Board of Directors on 28th May, 2014 to guide the company in undertaking CSR activities in a focused and structured manner. The role of the Committee is, inter alia, to review, monitor and provide strategic direction to the Company's CSR practices towards fulfilling its objectives. The Committee seeks to guide the Company in integrating its social and environmental objectives with its business strategies. The Committee formulates and monitors the CSR Policy and recommends to the Board the annual CSR Plan of the Company in terms of the Companies Act, 2013.
Composition and Attendance
The Committee comprises of four Directors namely, Mr. Sarthak Behuria, Mr. Prem Singh Rana, Mr. Deepak Sethi and Mr. Amit Kanodia under the Chairmanship of Mr. Sarthak Behuria. During the year 1 (One) CSR Committee meetings was held on 12.02.2015.
v) Finance Committee
The Finance Committee was constituted by the Board of Directors for the Banking and other operational matters. This Committee has been delegated the authority by the Board to review and monitor the Banking decisions of the Company.
Composition and Attendance
The Committee comprises of four Directors namely, Mr. Sushil Kumar Sethi, Mr. Subhash Chand Sethi, Mr. Deepak Sethi and Mr. Sarthak Behuria under the Chairmanship of Mr. Sushil Kumar Sethi 14 (fourteen) Committee meetings were held.
vi) Committee for Further Issue of Capital
The Board also formed a committee of director viz. Committee for Further Issue of Capital in its meeting held on 5th December 2014 to inter alia identify the various options for fund raising through issue of security and finalise the mode of fund raising, appoint various intermediaries/advisors for the issues and to ensure the issue process and compliance of various rules and regulation in this regard.
Mr. Subhash Chand Sethi, Chairman Mr. Ajay Tandon* Mr. P. S. Rana
vii) Risk Management Committee.
Risk Management Committee constituted by the Board of Directors on 28th May, 2014 pursuant to clause 49 of the Listing Agreement. This Committee has been delegated the authority by the Board to review and monitor the implementation of the risk management policy of the Company.
The Committee was formed with seven members including Mr. Ajay Tandon - Director*, Mr. Rishabh Sethi, COO, Mr. Swadesh Mathur- CFO*, Mr. S.K. Mujoo, Head Operations, Mr. Rajiv Behl, Head Admin & HR*, Mr. Abhay Raj Singh, Company Secretary and Mr. Rajesh Hisaria, Head Accounts. The Company Secretary of the Company acted as Secretary to the Committee (*Resigned during the year).
3. Remuneration of Directors
Nomination, Remuneration and Performance Evaluation Policy: SPML's remuneration policy aims at attracting and retaining high caliber talent. The remuneration policy, therefore, is market-led and takes into account the competitive circumstance of each business so as to attract and retain quality talent and leverage performance significantly. Wholetime Director Remuneration payment is governed by their terms of appointment as recommended by the Nomination and Remuneration Committee and approved by the Board subject to the approval of Shareholders and the Central Government, if applicable. Independent Directors of the Company are paid sitting fees for attending the meetings of the Board/ Committees subject to ceiling/limits as provided under Companies Act, 2013 and rules made thereunder. The Nomination and Remuneration Committee recommends and approves the remuneration of Directors and Key Managerial Personnel, subject to approval of board or shareholders, wherever necessary. The Policy on Nomination, remuneration and performance evaluation of Directors, Key Managerial Personnel and other employees of the Company is provided in the website of the Company www.spml.co.in .
I. Equity shares held by Non-Executive Directors
Except Mr. Deepak Sethi, who holds 5,82,250 equity shares, no other Non-Executive Directors of the Company held any equity shares of the Company during the year under review.
II. Related Party Transactions
Pursuant to the provisions of Section 188 of the Companies Act, 2013, rules framed thereunder and Clause 49 of the of the Listing Agreement, all the related party transaction entered during the year under review were on an arm's length price basis and in the ordinary course of business. These have been approved by the Audit Committee as well as board, wherever required. The Board of Directors have approved and adopted a policy on Related Party Transactions, which is available on the website of the Company at www.spml.co.in . The significant accounting policies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from KMP relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large. The detail on related party transaction has been provided in the Directors Report.
III. Compliances by the Company
There has been no instance of non-compliance by the Company with the requirements of the Stock Exchanges, Securities and Exchange Board of India and other statutory authorities on matters related to Capital Markets during the last three years.
The Company has adopted and complied with all the mandatory requirements under clause 49 of the listing agreement.
IV. Familiarisation Programme for Independent Directors
The company has organized a familiarization programme for the independent directors as per the requirement of Clause 49 of Listing Agreement. The objective of this program was to provide insights into the Company and make them to understand the business so that they can contribute significantly to the Company. The detail of such familiarization programs framed by the board for its Independent Directors can be accessed on the Company's website at www.spml.co.in .
V. Whistle Blower Policy
The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the Directors and Employees under which they are free to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Policy. The whistle blower policy is available at company's website at www.spml . co.in
VI. Code of Conduct for Prevention of Insider Trading, 2015
The Company has adopted Code for prevention of Insider Trading for its Directors and designated employees pursuant to Regulation 8(1) and 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015. The objectives of these codes are to regulate, Monitor and report trading by Insiders and to report Fair Disclosure of Unpublished Price Sensitive Information. These Codes prohibits purchase/ sale of securities of the Company by Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company. Further the Code specifies the procedures to be followed and disclosures to be made by Directors and the designated employees, while dealing with the shares of the Company. The Code of Conducts is available on the Company's Website www.spml.co.in .
VII. Performance Evaluation
In Compliance with provisions of Section 134, 149 and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Annual Performance Evaluation of Independent Directors was carried out by the entire Board and a Separate Meeting of Independent Directors was also held on 21st March 2015 to assess the performance of Non-Independent Director and the Chairperson of the Company.
Performance Evaluation is based on their contribution to Company's objectives and plans, efficient discharge of their responsibilities, participation in Board/Committee meetings and other relevant parameters.
VIII. Risk Management
The Company has in place well designed framework and procedures to inform Board members about the Risk Assessment and minimization procedures. The Company is aware of the risks associated with the business. It regularly analysis the risks and takes corrective actions for managing/ mitigating the same. Board of Directors of the Company has approved and adopted "Risk Management Policy" pursuant to Clause 49 of the Listing Agreement. The "Risk Management Policy" is available on the Company's Website www.spml.co.in .
IX. Policy for Determining Material Subsidiaries
In terms of Clause 49(V) of the Listing Agreement the Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the Company's website at www.spml.co.in .
X. Mandatory & Non-mandatory Clauses
The Company has complied with all mandatory requirements laid down by Clause 49 of the Listing Agreement. The Non-mandatory requirements complied with has been disclosed at the relevant places.
5. Means of Communication
(a) The quarterly results are published in English Newspaper (all Editions) as well as Hindi Daily Newspaper in Delhi. The information on Quarterly Results is sent to the stock exchanges to enable them to post it on their respective websites.
(b) The financial results, Annual Report, Notices for the shareholders meetings, results of postal ballots, press releases, the presentations made to institutional investors or analysts and other important announcements are also displayed on Company's website at www.spml.co.in .
(c) The Management Discussion and Analysis Report forms part of the Directors' Report.
7. Shareholders Information
(i) 34th Annual General Meeting
28th September, 2015 (3:30 PM) PHD Chamber of Commerce, PHD House, 4/2, Sri Institutional Area, August Kranti Marg, New Delhi - 110 016
(ii) Financial Calendar (tentative)
Financial Year - 1st Apr 2015 to 31st Mar 2016
Adoption of Results for the Quarter ending:
a) Jun 30, 2015 - 2nd week of Aug, 2015
b) Sep 30, 2015 - 2nd week of Nov, 2015
c) Dec 31, 2015 - 2nd week of Feb, 2016
d) Mar 31, 2015 - 4th week of May, 2016
Annual General Meeting - Sep, 2016
(iii) Book Closure Date
22nd Sep 2015 to 28th Sep 2015 (Both days inclusive)
(iv) Dividend Payment Date
(v) Listing on Stock Exchanges
The BSE Limited (BSE)
(BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
National Stock Exchange of India Ltd. (NSE),
Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400051
The annual listing fee for the year 2015-16 has been paid to the NSE & BSE.
The Company is in the process of automatic de-listing from Guwahati Stock Exchange (GSE) upon de-recognition of GSE. The confirmation of delisting from Calcutta Stock Exchange is awaited.
(vi) Stock Code
BSE - '500402', NSE - 'SPMLINFRA'
(vii) ISIN No.
viii) Registrar & Transfer Agents
Maheshwari Datamatics Pvt Ltd. 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001 Phone: +91-033-2248 224
x) Share Transfer System
The Board has constituted the Stakeholder Relationship Committee and delegated the power of transfer to the Committee. The Committee holds its meeting as and when required, to consider all matters concerning transfer and transaction of shares. The Company's shares are traded in compulsory Demat Mode. The shares received for transfer in physical mode by the Company are transferred expeditiously and the share certificates, duly transferred, are sent to the transferee(s).
The Company obtains from a Company Secretary in practice, half yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing agreement with Stock exchanges and files a copy of the certificate with the Stock Exchanges
xi) Dematerialization of Shares
The Company's shares are available for trading in the depository systems of both the National Securities Depository Ltd. (NSDL) and the Central Depository Services (India) Ltd. (CDSL). As on March 31, 2015 Equity Shares of the Company, forming 99.05% of total shareholding stand dematerialized. Company's ISIN No. is 'INE 937A01015'.
xii) Liquidity of Shares
The Equity Shares of the Company have been included in the Sensex and are traded in the T Group at the BSE Limited. Its shares are also traded at the National Stock Exchange.
xv) Outstanding Warrant:
There was no outstanding warrant.
xvi) Address for Correspondence
The Shareholders may address their communication / suggestion / grievances / other queries to:
The Company Secretary
SPML Infra Limited
SPML House, Plot No. 65, Sector-32,
Institutional Area, Gurgaon-122 001
Phone: +91-124-3944555,Fax: +91-124-3983201
E-mail: firstname.lastname@example.org , Website: www.spml.co.in
8. CEO / CFO CERTIFICATION
The Managing Director (CEO) and CFO 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 March 31, 2015.
9. AUDITORS' CERTIFI CATE ON CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, the auditors' certificate is annexed to this report.
10. CODE OF CONDUCT
The SPML Code of Business Conduct and Ethics, as adopted by the Board of Directors is a comprehensive Code applicable to all Directors, Executive as well as Non-Executive as well as members of Senior Management. A copy of the Code has been put on the Company's website www.spml.co.in
The Code has been circulated to all members of the Board and Senior Management and the compliance of the same has been affirmed by them.
For SPML Infra Limited
Subhash Chand Sethi
Place : Gurgaon
Dated: 14th August, 2015