REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
The Company having no operation and no employee during the year under report have complied in all material respects with the requirements of Corporate Governance in terms of clause 49 of the Listing Agreements to the best of its capacity.
1. BOARD OF DIRECTORS
a) Composition of the Board of Directors.
The Company is fully compliant with the Corporate Governance Norms in terms of constitution of the Board with a good combination of Executive and Non- Executive Directors. As on date Company's Board comprises of 3 Directors, of which 2 are Non Executive Directors. All 2 Non Executive Director are Independent Directors. The Chairman of the Board is Executive Chairman. The Board represents an optimum mix of professionalism, knowledge and experience in business and industry, finance, management, legal and taxation.
b) Board Meetings:
Five Board Meetings were held during the year ended 31st March 2014, and the gap between two meetings did not exceed four months. The Board is apprised and informed of all the important information relating to the business of the Company including those listed in the Annexure 1 A of the revised clause 49 of the Listing Agreement. The Agenda is sent in advance to the Directors along with the draft of the relevant documents and explanatory notes wherever required. The dates on which Board Meetings were held were 30th May 2013, 8th August 2013, 29th October 2013, 31st January 2014 and 29th March 2014.
c) Details of Directors being appointed / re-appointed.
Mr. Sunil Kumar Jangir, Nonexecutive Independent Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Mr. Sunil Kumar Jangir is of 28 years old having vast experience in the financial services sector of over 5 years. He is M.B.A. in Finance . He is member of Audit Committee and Share Transfer & Investor Relation Committee of the Company. He is not holding directorship of any other company and does not hold any shares of the Company.
d) Code of Conduct
The Board of Directors play an important role in ensuring good governance and have laid down the Code of Conduct applicable to all Board Members and Senior Management of the Company.
As provided under Clause 49 of the Listing Agreement with the Stock Exchange, we confirm that the Board Members and Senior Management of the Company have confirmed compliance with the Code of Conduct for the year ended 31st March 2014.
For Sterling Guaranty & Finance Limited
Mr. Dhiren D. Mehta Executive Chairman
2. COMMITTEES OF BOARD
A. Audit Committee:
The Audit Committee of the Board comprises of three members, all of whom are Directors of whom Mrs. Geeta Ashar and Mr. Sunil Jangir are Independent. The Chairman of the Committee is Mrs. Geeta Ashar, Mr. Sunil Jangir is a Secretary to the meeting of the Committee.
The terms of reference of the Audit Committee include the matters specified in clause 49 (II) of the Listing Agreement with the Stock Exchanges and also as required under Section 292A of the Companies Act, 1956. The Committee acts as a link between the Statutory and the Board of Directors of the Company. They are doing there best to comply in view of lack of Secretary as it is not affordable.
B. Remuneration Committee:
The Executive Chairman was appointed without any remuneration. The non-executive directors do not draw any remuneration from the Company. Therefore the Board did not feel the need to constitute a Remuneration Committee of Directors.
C. Share Transfer & Investor Relations Committee:
It is proposed to demate the shares of the Company for convenience of the shareholders. The Company's shares continue to be listed in the "Z" Group on the Stock Exchange, Mumbai To expedite the transfer of shares held in physical form, authority has been delegated to the Share Transfer & Investor Relations Committee which now comprises of :
1. Sunil Kumar Jangir - Independent Director
2. Geeta V. Ashar - Independent Director
The Board has delegated the powers to approve transfers of shares held in physical form to any one of the members of the Committee. Share transfers / transmissions approved by the Committee are tabled at the Board Meeting from time to time. The Company has paid the listing fees to the Stock Exchanges, Mumbai.
Manager has redressed all the complaints received during the year ended 31st March, 2014. The Company confirms that as on 31st March, 2014, there were no share transfers pending for more than fifteen days from the date of lodgment thereof.
All investor complaints not settled by the Compliance Officer are forwarded to this Committee for final settlement. However, this Committee has so far received no complaint.
3. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary company.
There were no transactions of a materially significant nature with the Promoters, the Directors or the Management, their subsidiaries or relatives that may have potential conflict with the interest of the Company at large. The Register of Contracts detailing the transactions in which the Directors are interested is placed before the Board at every meeting pursuant to Section 301 of the Companies Act, 1956 and is signed by all the Directors present.
Transactions with related parties during the year are disclosed in Note No.15 of Notes forming part of Financial Statement forming part of Annual Report.
The Audit Committee has reviewed the related party transactions as mandatory required under clause 49 of the Listing Agreement and found them to be not materially significant.
There have been no instances of non-compliance, penalties or strictures on any matter relating to the capital market and listing.
The Board is doing its best to do compliance with the provisions of all applicable laws in absence of Company Secretary. Details of remuneration paid / payable to the Directors for the year ended 31st March, 2014.
(i) Non-executive Directors
The non-executive Directors do not receive any remuneration by way of commission. During the year sitting fees for attending meetings of the Board or Committees thereof has not been paid considering the financial position of the company.
5. CEO/ CFO Certification:
The Company does not have any designated CFO / CEO. However Mr. Sunil Kumar Jangir, Director and Mr. Dhiren D. Mehta, Executive Chairman of the Company has certified to the Board that:
( a ) They have reviewed financial statements and cash flow statements for the year and that to the best of their knowledge and belief:
( i ) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
( ii ) these statements together presents a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
( b ) There are, to the best of their knowledge and belief, no transactions entered in to by the company during the period which are fraudulent, illegal or violative of the company's code of conduct.
( c ) They have accept responsibility for establishing and maintaining internal controls and they have evaluated the effectiveness of the internal control systems of the company and they have disclosed to the auditors and the Audit committee, deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.
( d ) They have indicated to the auditors and the Audit committee.
( i ) significant changes in internal control during the year;
( ii ) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
( iii ) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system.
Mr. Dhiren D. Mehta
Mr. Sunil Kumar Jangir
Place : Mumbai
Date : 30-05-2014
6. REPORT ON CORPORATE GOVERNANCE:
The Corporate Governance Report forms part of the Annual Report. Certificate from the statutory auditor confirming compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement of the Stock Exchange forms part of this report.
8. MEANS OF COMMUNICATION
The Quarterly, Half Yearly and Annual Financial Results are submitted to the Stock Exchanges at Bombay Stock Exchange in the prescribed format on the conclusion of the Board Meeting at which the results are taken on record.
The Company has a website www.sterlingguaranty.com The Annual Report and Quarterly Financial Results are also available at company's web site. There were no presentations made to institutional investors or analysts.
The Company has a dedicated email: email@example.com in the Secretarial Department to enable investors to communicate with the Company.
The Management's Discussion & Analysis Report for the year ended 31st March, 2014 forms part of this Annual Report which is posted to the shareholder of the Company. The members are caution that it contains forward looking statement for future plan.
Annual General Meeting
Date & Time : Thursday, 14 th August, 2014 at 11.00 a.m.
Venue : The Pravinchandra Gandhi Board Room Indian Merchant Chambers, IMC Marg, Churchgate, Mumbai-400 020.
Financial Calendar (tentative)
(Period April 2014 to March 2015)
First Quarter Results : To be published by end July 2014
Second Quarter & Half Year Results : To be published by end of October 2014
Third Quarter Results : To be published by end of January 2015
Results for the year ending 31-03-2015 : To be published by end of May 2015
Annual General Meeting : August 2015
Dates of book closure notified : : Thursday 7th August 2014 to Thursday 14th August 2014 (both inclusive) for AGM
Dividend Payment Date : No Dividend recommended
Stock Exchanges where Company's Shares are listed : The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400023.
Scrip Code: 508963 - BSE
1. Registrars and Transfer Agents :
The work of Register and Transfer Agents is handled in house by the Company at the following address: 91-A, Mittal Court, Nariman Point Mumbai-400 021.
2. Share Transfer System
All physical share transfers are effected within 15 days of lodgment, subject to the documents being in order. The Share Transfer Committee meets as and when required. It is proposed to demat the shares of the Company.
5. Stock Market price data at BSE : High / Low during each month for the period 2013-2014 at BSE is not given as no transaction has taken place at BSE as per information available on BSE Website.
6. Investor Correspondence :
Sterling Guaranty & Finance Ltd. Mrs. Geeta V. Ashar 91-A, Mittal Court, Nariman Point, Mumbai-400 021.
For & On behalf of the Board of Directors
Dhiren D. Mehta
Date: 30th May 2014