REPORT ON CORPORATE GOVERNANCE
The Company's philosophy on Code of Corporate Governance:
Your Company believes that Good Corporate Governance helps in retaining shareholders' and other stakeholders' confidence while dealing with all the shareholders, customers and others, apart from enhancing the image of the Company.
Your Company's philosophy on Corporate Governance is guided by strong emphasis on integrity, accountability, fairness and transparency and therefore your Company remains committed to these basic tenets towards achieving excellence in Corporate Governance. Your Company pursues best corporate practices and timely disclosures to enhance the long term value and aspirations of all shareholders and other stakeholders.
BOARD OF DIRECTORS:
The Board of Directors comprises a Non - Executive Chairman, a Managing Director, One Woman Director and Two Independent Non - Executive Directors.
During the financial year under review, Five Board Meetings were held, i.e., on 30.05.2014, 09.08.2014, 13.11.2014, 13.02.2015 and 24.03.2015.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board members and Senior Managerial personnel of the Company. The Code of Conduct is available on the web site of the Company at www.smplindia.co.in
All the Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct and a declaration to that effect signed by the Chairman and Managing Director has been obtained.
Profile of members of the Board of Directors being appointed/re-appointed:
Sri S Basu Thakur
Sri S Basu Thakur is a Chartered Accountant (B.Sc & CA) by qualification and has been the Managing Director of the Company for the past 21 years. Before joining this Company he was with Nigeria National Supply Company, Allahabad Bank and Love Lock & Lewes. He is having deep experience in Finance, Administration with leadership skills.
Smt. A Sailaja
She is a Master Degree holder in Commerce (M.Com) and is experienced in the financial area of Finance. She is having varied business interests. She was inducted into the Board on 24th March, 2015 as an Additional Director and Woman Director of the Company.
Sri. Srinivasa Raju Godavarthi
Sri. Srinivasa Raju Godavarthi has completed his graduation in 1992 from OU University. Presently he is engaged as Managing Partner in M/s. SS Refractories and looking after all administrative functions and managing the project activities. He has more than 13 years of experience as General Manager in UB Properties Pvt. Ltd. and 3 years of experience as Transport Manager in United Beverages as part of his previous assignments.
COMMITTEES OF THE BOARD:
The Board of Directors has constituted two Committees i.e. Audit Committee, Shareholders'/ Investors' Grievance Committee. The roles and responsibilities assigned to these Committees are covered under the terms of reference approved by the Board and are subject to review by the Board from time to time. The minutes of the meetings of Audit Committee, Shareholders'/ Investors' Grievance Committee are placed before the Board for their information and noting. The details as to the composition, terms of reference, number of meetings and related attendance etc. of these Committees are given below:
The Audit Committee consists of three Directors viz:
Sri. V. Rajagopal Reddy (Chairman) - Independent Non-Executive Director
Sri. A Raghava Reddy (Member) - Non-Executive Chairman
Sri. A Siva Kumar Reddy (Member) - Independent Non-Executive Director
The Committee, inter alia, has reviewed the financial statements including Auditors' Report for the year ended March 31, 2015 and has recommended its adoption. In addition, the Committee has also reviewed Unaudited quarterly results for June 30, 2014, half yearly results for September 30, 2014 and quarterly results for December 31, 2014 which were subjected to a Limited Review by the Statutory Auditors of the Company and audited financial results for the year ended March 31, 2015.
During the financial year, four meetings were held i.e., on 30.05.2014, 09.08.2014, 13.11.2014 and 13.02.2015.
Terms of reference:
The terms of reference to this committee, interalia covers all the matters specified under Clause 49 of the Listing Agreement with the stock exchanges as well as in Section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors, from time to time. The Audit Committee has also powers inter alia to investigate any activity within its terms of reference and to seek information from any employee of the Company and seek legal and professional advice
No separate remuneration committee was constituted. Except for the managerial remuneration paid to Sri S Basu Thakur, Managing Director as mentioned in Note No. 16 under the Notes Forming Part of Financial Statements, none of the Directors is paid any remuneration other than the sitting fees for the Board Meetings attended.
Shareholders'/ Investors' Grievance Committee:
The Shareholders'/Investors' Grievance Committee consists of Sri A Raghava Reddy, Chairman and Sri S Basu Thakur, Managing Director. Sri S. Basu Thakur, Managing Director is the compliance officer.
During the financial year, Eleven meetings were held i.e., on 18.04.2014, 06.05.2014, 30.05.2014, 15.07.2014, 30.09.2014, 25.10.2014, 28.11.2014, 30.12.2014, 24.01.2015, 18.02.2015 and 25.03.2015.
There are no complaints or Transfer of Shares pending as on March 31, 2015.
Share Transfer System:
Transfer of Securities are registered and duly transferred certificates are dispatched within fifteen (15) days of receipt provided the transfer documents are in order.
No resolution was passed through Postal Ballot during the Financial Year 2014-15. None of the business proposed to be transacted in the ensuing Annual General Meeting require passing of resolution through Postal Ballot.
a) No transactions of material nature has been entered into by the Company with its Promoters, Directors or the Management, their successors, relatives etc., that may have potential conflict with the interest of the Company at large. For the details of other transactions and past transactions with deemed related parties, the members attention is invited to Note No.18 in the Notes Forming Part of Financial Statements.
b) The details of Non-compliance by the Company: Except for suspension of the trading in the shares of the Company by the Bombay Stock Exchange Ltd., Mumbai due to delay in payment of Annual Listing Fees, there were no instances of Non-compliance or penalty, strictures passed on the Company by any Stock Exchange or SEBI or any Statutory Authority on any matter related to the Capital Markets during the last three years.
In accordance with the provisions of clause 49(v) of the Listing Agreement, the Managing Director of the Company, has furnished the requisite certificate to the Board of Directors, the Audit Committee and the Auditors.
Means of Communication:
Website: Comprehensive information about the Company, its business and operations and investors information can be viewed at the Company's website www.smplindia.co.in
The quarterly and half yearly results of the Company were published in the News Papers namely, Financial Express & Andhra Prabha. These are also submitted to the Stock Exchange in accordance with the Listing Agreement.
Annual report containing interalia audited Annual Accounts, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereof.
Announcements, Quarterly Results, Shareholding Pattern etc of the Company are regularly filed by the Company with BSE Ltd. and are also available on the website of the Company.
General Shareholders Information:
The Thirty first Annual General Meeting will be held on Friday, the 25th September, 2015 at 3.30 PPM. at Central Court Hotel, Lakdi-ka-pul, Hyderabad -500004.
Date of Book Closure:
The Company's Share Transfer Books will remain closed from Thursday, the 24th September, 2015 to Friday, the 25th September, 2015 (both days inclusive) for the purpose of Annual General Meeting for the Financial Year ended 31st March, 2015.
Listing on Stock Exchanges:
The Company's shares are presently listed on the Stock Exchanges at Mumbai, Chennai and Delhi. The members approved the resolution for delisting of shares from Stock Exchanges at Chennai & Delhi. The Company has not been regular in payment of annual listing fee to these Stock Exchanges in view of the losses and strained Cashflows. The respective addresses of Stock Exchanges are given below:
Stock Code :
(In BSE) 511042
The Bombay Stock Exchange Ltd.
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
The Madras Stock Exchange Ltd.,
Exchange Bldg,PB.No.l83, No. 30, 2nd line Beach, Chennai-600 001.
The Delhi Stock Exchange Association Ltd.
DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002.
Market Price Data :
Dematerialization of Shares:
The Company's Equity Shares are included in the list of Companies whose scrips have been mandated by SEBI for settlement only in dematerialised form by all investors. The Company is persuing with NSDL & CDSL in this regard.
Registrar and Transfer Agents:
The Company has not appointed any Registrar and Transfer Agents and its in-house Share Department provides all shareholder related services.
The Company's Share Department provides assistance to members under the supervision of Mr. M. Srinivasa Rao. Any query relating to shares and requests for transactions such as transfers, transmissions and nomination facilities, duplicate share certificates, change of address, non-receipt of Annual Report may please be taken up with:
Mr M. Srinivasa Rao
Standard Medical & Pharmaceuticals Ltd. 6-3-652, 'Kautilya', Somajiguda Hyderabad - 500 082
Ph: 040 - 233l 0066, 2339 4848 Email: email@example.com