REPORT ON CORPORATE GOVERNANCE
1.COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The company's philosophy on corporate governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its operations and in all its interactions with stakeholders, including shareholders employees, customers, the Government and society at large. The company is committed to achieve and maintain the highest standards of corporate governance. The company continuously endeavors to improve on these aspects on the ongoing basis.
2.SIZE AND COMPOSITION OF THE BOARD
The Board of Directors of your Company comprises of Five (5) directors out of whom Four (4) are Non-executive and out of four (4) three (3) directors are Non-Executive Independent directors as on 31st March, 2015. Ms. Neelam Dhingra has been appointed as an Additional Director (Independent Non-Executive) w.e.f. 27.03.2015 by the Board of Directors, whose appointment as an Independent Non-Executive Director is recommended to the shareholders at the ensuing Annual General Meeting. The non-executive directors are proficient in their own fields and bring with them decades of rich experience. Executive Director of the Company Mr. Narender K Arora is the Managing Director of your Company. He has to his credit More than 30 years of experience. He is responsible for overall management of the Company. The composition of the Board is in conformity with the Clause 49 of the Listing Agreement.
As requirement under Section 149(3) of the Companies Act, 2013, Ms. Neelam Dhingra, has been appointed as an Independent Woman Director of the Company.
None of the Directors is a Member of more than 10 Committees and more than 5 Committees as specified in Clause 49 of the
Six (6) Board meetings were held during the year under review on 30th May, 2014, 13th August, 2014, 5th September, 2014, 14th
# Ms. Neelam Dhingra has been appointed as an Additional Director (Independent Non -Executive) on the Board of the Company w.e.f 27th March, 2015.
In terms of the provisions of the Articles of Association of the Company, two-third of the rotational directors of the Company retires at every Annual General Meeting. Accordingly, Mr. Vijay Sehgal would retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
3. BOARD COMMITTEES AND REMUNERATION TO DIRECTORS
(A) AUDIT COMMITTEE
The Audit Committee as reconstituted w.e.f. 27th March, 2015 comprises of Ms. Neelam Dhingra as its Chairman, Mr. Narender K Arora and Mr. Kapoor Chand Gupta as its Members. As per the provisions of Sec 177(4) of the Companies Act, 2013 and Rules made there under and as per revised Clause 49 of the Listing Agreement applicable from 01st October, 2014, the scope of the Audit Committee has been enlarged and accordingly the terms of reference was revised by the Board in its meeting held on 13th August, 2014. The Audit Committee has been empowered, inter-alia, to carry out the following functions:
1.Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2.Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3.Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4.Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a)Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
b)Changes, if any, in accounting policies and practices and reasons for the same.
c)Major accounting entries involving estimates based on the exercise of judgment by management.
d)Significant adjustments made in the financial statements arising out of audit findings.
e)Compliance with listing and other legal requirements relating to financial statements.
f)Disclosure of any related party transactions.
g)Qualifications in the draft audit report.
5.Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6.Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7.Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8.Approval or any subsequent modification of transactions of the company with related parties;
9.Scrutiny of inter-corporate loans and investments;
10.Valuation of undertakings or assets of the company, wherever it is necessary;
11.Evaluation of internal financial controls and risk management systems;
12.Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13.Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14.Discussion with internal auditors of any significant findings and follow up there on;
15.Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16.Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17.To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18.To review the functioning of the Whistle Blower mechanism;
19.Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20.The Audit Committee shall mandatorily review the following information:
a)Management discussion and analysis of financial condition and results of operations;
b)Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c)Management letters / letters of internal control weaknesses issued by the statutory auditors;
d)Internal audit reports relating to internal control weaknesses; and
e)The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
21.The Audit Committee shall also have powers, which should include the following:
a)To investigate any activity within its terms of reference.
b)To seek information from any employee.
c)To obtain outside legal or other professional advice.
d)To secure attendance of outsiders with relevant expertise, if it considers necessary.
e)To consider and act on any matters as or included under Clause 49 of the Listing Agreement and/or as may be so included from time to time, whether provided here in above or not.
f)To deal with any other matters related and or incidental to the above or as may be assigned, in addition to the aforesaid, by the Board from time to time.
During the year under review, four(4) Audit Committee Meetings were held on 30th May, 2014, 13th August, 2014, 14h November, 2014 and 14th February, 2015. All the members were present in all the Committee Meetings. The Audit Committee plays a crucial role in running the Corporate Governance Functions. During the year, the roles and responsibility of the Audit Committee have been effectively carried out. The Audit Committee reviewed the related party transactions, financial operations and performance of the Company, interacted with the Auditors and Internal Auditors, considered the reports of the Auditors and provided its valuable suggestions and recommendations to the Board of Directors from time to time.
(B)STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board of Directors in its meeting held on 30th May, 2014 changed the nomenclature of the Shareholders Investor Grievance Committee to Stakeholders Relationship Committee. The said Committee shall be empowered, inter-alia, to carry out the following functions:
1.To consider and approve the transfer, transmission and issue of fresh/ duplicate share certificates.
2.To review the status of dematerialization of Company's shares and matters incidental thereto.
3.To review and monitor the approval to the transfers and transmissions made by the Executive Director, under executive authority delegated to him from time to time.
4.To consider, review and look into the redressal of grievances of shareholders, debenture holders and other security holders.
5.To consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends.
6.To consider and finalize the Report on Corporate Governance to be annexed with the Annual Report of the company.
7.To deal with any other matters related and/ or incidental to the shareholders.
The Committee was reconstituted by the Board of Directors in their meeting held on 27th March, 2015 comprising of Mr. Kapoor Chand Gupta as its Chairman, Mr. Narender K Arora Ms. Vijay Sehgal, as its members. During the year under review Three (3) Stakeholders Relationship Committee Meetings were held on 30th May, 2014, 14h November, 2014 and 14th February, 2015 and the same were attended by all the committee members.
(C)NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors in their meeting held on 17th May, 2014 constituted a "Nomination and Remuneration Committee" in terms of the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement. The said Committee shall be empowered, inter-alia, to carry out the following functions:
1.Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and othe employees;
2.Formulation of criteria for evaluation of Independent Directors and the Board;
3.Devising a policy on Board diversity;
4.Identifying persons who are qualified to become directors and who may be appointed in senior management I accordance with the criteria laid down, and recommend to the Board their appointment and removal.
5.To deal with any other matters related and/ or incidental to the above or as may be assigned, in addition to the aforesaid by the Board from time to time.
The Committee was reconstituted by the Board of Directors w.e.f. 27th March, 2015 comprises of Mr. Kapoor Chand Gupta, as its Chairman, Mr. Narender K Arora and Ms. Neelam Dhingra as the members of the Committee. During the year under review, Two (2) Nomination and Remuneration Committee Meetings were held on 14th November, 2014 and 14th Feburary, 2015 and the same were attended by all the committee members.
4.NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company, based on the recommendation of Nomination and Remuneration Committee, has formulated a Remuneration policy for Directors and Senior Management. The objective and broad framework of Remuneration policy is to consider the level and composition of remuneration based on the performance benchmark and potential of the Directors.
5.PERFORMANCE EVALUATION CRITERIA
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, individual Directors, Audit and Nomination & Remuneration Committees. A structured questionnaire covering their areas of functioning, execution and performance of specific duties, obligations and governance was prepared. The performance evaluation of the Managing director and the Non Independent Directors was carried out by the Independent Directors. Performance evaluation of individual Directors on parameters such as level of independence of judgment, safeguarding the interest of the Company and its shareholders etc. was done by the Board separately. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.
6.MEETING OF INDEPENDENT DIRECTORS
In pursuance to Clause 49(II)(B)(6) of the Listing Agreement, the Independent Directors met on 14th February, 2015, without the presence of Non-Independent Directors and members of the management, inter-alia, to discuss:
6.1Evaluation and take note of the new provisions with regard to Independent Directors under the Companies Act, 2013.
6.2To familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.
6.3Evaluation of the performance of Non-Independent Directors and the Board as a whole and the flow of Information between the management and the Board to perform its duties effectively.
Mr. Kapoor Chand Gupta and Mr. Vijay Sehgal, Independent Directors of the Company were present at the meeting.
7.INTERNAL COMPLAINT COMMITTEE
The Board of Directors constituted the Internal Compliant Committee and approved a policy on Sexual Harassment in their meeting held on 13th August, 2014 as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. The objective of this Committee is to create healthy work environment for women and prevention of sexual harassment at workplace. The Committee was reconstituted by the Board of Directors w.e.f. 27th March, 2015 comprises of Ms Neelam Dhingra as chairperson Mr. Kapoor Chand Gupta and Mr. Narender K Arora as members.
No Complaints were received by the Internal Complaint Committee from any Woman Employee with respect to Sexual Harassment. A declaration to this effect has been submitted to the Board by the Internal Complaint Committee. A Special Awareness Programme for the awareness of Sexual Harassment was organized by the Internal Complaints Committee to curb sexual harassment at the workplace. The primary purpose of this programme was to create awareness amongst woman employees about their rights in the case of sexual harassment. "Awareness programme on Sexual Harassment of women at workplace" was conducted by Ms.Neelam Dhingra, who was appointed Presiding Officer of the Internal Complaint Committee on 27th March,2015, when the committee was reconstituted addressing Sexual Harassment of women at workplace guidelines and norms prescribed by the Honorable Supreme Court of India for dealing with cases of Sexual Harassment of women at workplace.
8.POLICY ON RELATED PARTY TRANSACTIONS
In compliance of Clause 49(VII) of the Listing Agreement, the Board of Directors has approved a policy on dealing with related party transactions in its meeting held on 13th August, 2014. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website viz. www.stancap.in
9.FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
As per Clause 49 of the Listing Agreement the Company has imparted a familiarization programme to familiarize the Independent Directors with the Company, their roles, rights and responsibilities. The details of such familiarization programme has already been uploaded on the Company's website viz. www.stancap.in
10.DIRECTOR'S REMUNERATION Sitting Fees
None of the Directors of your Company are paid remuneration and during the year no director has been paid sitting fees for attending board meeting and committee meetings constituted by the Board.
I. There have been no materially significant related party transactions, pecuniary transactions or relationships other than those disclosed in the financial statements for the year ended 31st March 2015 (Refer Note No. 8 to the notes to accounts) forming part of Balance Sheet and Profit & Loss Account). Accordingly, the same have not been reproduced here. The said related party transactions do not have any conflict with the interests of the Company.
II.No penalty has been imposed nor any strictures have been passed by the Stock Exchanges or SEBI or any other Statutory Authority on any matter related to Capital Markets during the last three years.
III.The Company has adopted a code of conduct applicable to all Directors and Senior Management Personnel of the Company and the same has been posted on the Company's website viz. www.stancap.in. For the year under review, all directors and senior management personnel have confirmed their adherence to the provisions of said code. A declaration to this effect from Managing Director of the Company is also given to this effect at the end of this report.
IV.Risk Assessment and Minimization procedures are in existence and are reviewed periodically.
V.Whistle Blower Policy- A mandatory requirement has been reviewed by the Company and the same has been uploaded on the website of the Company viz. www.stancap.in. The Company further affirms that no personnel has been denied access to the Audit Committee.
VI.The Managing Director and the Chief Financial Officer (CFO) of the Company has, as required under Clause 49 of the Listing Agreement, given the certificate on the review of financial statements, including Cash Flow, for the year ended 31st March, 2015 to the Board of Directors.
VII.All the mandatory requirements under Clause 49 (relating to Corporate Governance norms) of the Listing Agreement are being adhered to / complied with.
6. MEANS OF COMMUNICATION
I.Quarterly Results: Dissemination through Stock Exchange, Company's Website and through publication in newspaper as required under Listing Agreement.
II.Newspaper wherein results normally published: The Pioneer(English) & Vir Arjun (Hindi).
III.Website where displayed: www.stancap.in
IV.The website also displays official news releases and important communications made to Stock Exchange. As and when any presentation is made to institutional investors the same would be simultaneously uploaded on the Company's Website.
7. GENERAL SHAREHOLDER INFORMATION I.
Ensuing Annual General Meeting Date, time and venue:
Location Date Time: 94/16 , Mukhmelpur Road,Zindpur , Alipur Delhi-110036 30.09.2015 10.00 A.M.
II .Financial Year : 1st April 2014 to 31st March 2015.
III .Date of Book Closure : 24th September, 2015 to 30th September, 2015. (Both days inclusive)
IV. Dividend Payment Date : No dividend is being declared for year under review.
V. Listing on Stock Exchanges : The Company's Equity Shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai.
VI. Stock Code : The Company's Scrip Code at BSE is 511700.
VII. Dematerialization of Share and Liquidity:
The trading in the Equity Shares of the Company has come under compulsory dematerialization w.e.f. 26th February 2001 in terms of the SEBI-Notification No. SMDRP/ POLICY/CIR - 23 / 2000 dated 29th May 2000. The Company has joined the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). The ISIN No. allotted to the Company is INE625D01010. As at 31st March 2015, 6.44,617 Equity Shares of the Company are held in dematerialized form constituting 16.12% of the Company's subscribed share capital.
X. Share Transfer System
Share Transfers are registered and returned within stipulated period from the date of receipt, if the documents are clear in all respects. The authority for transfer of shares has been delegated to the Managing Director for transfer of shares up to a fixed number beyond which the matters are placed before the shareholders Committee, which meets as and when required. As reported by Company's RTA all valid requests for transfer during the year under review were transferred within stipulated time limit.
XIII. The Company has no outstanding GDRs/ ADRs/ Warrants or any other instruments convertible into equity.
XIV. Compliance Officer: Managing Director of the Company acts as the Compliance Officer.
XV .Registrar and Transfer Agents:
SKYLINE FINANCIAL SERVICES PVT. LTD. D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi - 110 020 Tel. : 011-26812682, 83, 011-64732681 to 88 Fax : 011-26812682 E-mail : email@example.com
XVI .Address for Correspondence: STANDARD CAPITAL MARKETS LTD. 8/28, W.E.A., ABDUL AZIZ ROAD KAROL BAGH, NEW DELHI-110 005 Stancap.firstname.lastname@example.org TEL. NO. 011- 28759592, 47068704