REPORT ON CORPORATE GOVERNANCE
The detailed report on Corporate Governance for the financial year ended March 31, 2015, as per the format prescribed by Securities and Exchange Board of India (SEBI) and incorporated in Clause 49 of the Listing Agreement with Stock Exchanges, is given below:
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on Corporate Governance is developed to achieve the goal of fair and transparent governance. It is based on the principle of integrity, accountability and professionalism.
The Company believes that good Corporate Governance is a continuous process and endeavors to improve the Corporate Governance practices to meet shareholder's expectations.
Company has complied with the requirements of Corporate Governance as laid down under the provisions of Companies Act, 2013, Clause 49 of the Listing Agreement and RBI directions.
Company has also adopted various codes and policies in to ensure good governance. Some of them are:
1.Code of Conduct for the Board and Senior Managerial Personnel
ii.Whistle Blower Policy
iii.Nomination & Remuneration Policy
iv.Board Evaluation Policy
v.Fair Practice Code
vi.Prohibition of Insider Trading Code
vii.Policy on Related Party Transactions
viii.Policy on Material Subsidiaries
2.B OARD OF DIRECTORS
The Board of Directors of the company have an optimum combination of executive and non-executive directors with one woman director.
The Board of the Company comprises of five Directors having Three Directors as independent Directors, one Director as Promoter executive Director and one Director as executive women Director as follows:
At the time of appointment a formal letter is issued to the Director, which explains the roles, rights and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the compliances required from him under the Companies Act, Clause 49 of the Listing Agreement, Code of Conduct, Prohibition of Insider Trading Code, RBI directions and other relevant regulations.
The Independent Directors of the Company are given opportunity to familiarize themselves with the Company, its management and operations so as to understand the Company. The details of the familiarization program for Independent Directors has been uploaded on the Company's website i.e. on www.sulabh.org.in Directors' Profile
A brief resume of Directors, experience and other details are provided in the Annual Report.
NUMBER OF BOARD MEETINGS
During the year the Board met 06 times on 29/04/2014, 28/05/2014, 14/08/2014, 23/09/2014, 13/11/2014, 29/01/2015, and the maximum gap between two board meetings was not more than 4 months.
DIRECTORS ATTENDANCE RECORD & DIRECTORSHIP HELD
The Composition and category of the Directors on the Board, and their attendance at the Board meetings during the year and at the last Annual General Meeting as also number of Directorship and Committee Membership/Chairmanship as on 31st March, 2015 are as follows:
Meeting of Independent Directors During the year under review, the Independent Directors met once on March 30, 2015, inter alia, to: i. Evaluate the performance of non-independent directors and the Board as a whole; ii. Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board. The suggestions made at the meetings of the Independent Directors were communicated to the Executive Director for taking appropriate steps. All Independent Directors were present at the meeting. 3. COMMITTEES OF THE BOARD The Board has constituted various committees mandated under the listing agreement with the power and authority given there under.
A. AUDIT COMMITTEE
The Audit Committee comprises of:
The Terms of Reference of Audit Committee are as specified in Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.
The Company Secretary acts as Secretary to the Committee.
The internal auditor reports directly to the Audit Committee.
The Chairman of the Audit Committee was present at the last Annual General Meeting held on 26 September 2014. Meetings of the Audit Committee During the year under review, five meetings of the Audit Committee were held on April 28, 2014, May 27, 2014, August 13, 2014, November 12, 2014, and January 28, 2015.
B. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition of Stakeholder's Relationship Committee is as follows:
The composition and Terms of Reference of the Stakeholder's Relationship Committee are in accordance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Meetings of the Stakeholder's Relationship Committee The Committee met two times during the year on October 07, 2014, and February 02, 2015. Investor Grievance Redressal
•Number of shareholders' complaints received so far- One
•Number not solved to the satisfaction of shareholders - Nil
•Number of pending complaints - Nil 34
C. NOMINATION & REMUNERATION COMMITTEE
The composition of Nomination and Remuneration Committee is as follows:
SL No. Name Designated position in the committee
1.Rakesh Chand Agarwal
2.Rajiv Agarwal Member
3.Santosh Kumar Agarwal
The composition and terms of reference of the of Nomination and Remuneration Committee is in compliance with provisions of Section 178 of the Companies Act, 2013, Clause 49 of the Listing Agreement. Meetings of Nomination and Remuneration Committee
The Nomination and Remuneration Committee met twice during the year on July 04, 2014, and 08 August 2014.
Nomination and Remuneration Policy
The Board of Directors of the Company has adopted Nomination and Remuneration Policy for the Company, inter alia to deal with the manner of selection of Board of Directors, KMP and Managing Director and their remuneration. The Policy is annexed to this Report. Details of Remuneration To The Directors
There were no pecuniary relationships or transactions of Nonexecutive Directors vis-a-vis the Company.
Performance Evaluation of the Board, Directors and Committees of the Board
The Company has framed Board Evaluation Policy as to carry out annual performance evaluation of the Independent Directors, Board, Committees and other individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-independent Directors was carried out by the Independent Directors.
D. RISK MANAGEMENT COMMITTEE
The Board has constituted Risk Management Committee to manage integrated risks associated with the Company.
i.Related Party Transactions
Company has not entered into any material transaction with any of the related parties during the year. All related party transactions are at arm's length and are not in conflict with the interest of the Company.
Disclosure as required by the Accounting Standards (AS18) has been made in the Standalone Financial Statements.
The Board has approved a policy for related party transactions which has been uploaded on the Company's website i.e. on www.sulabh.org.in
ii.Strictures and Penalties
No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange Board of India or by any statutory authority on any matters related to capital markets during the last three years.
iii.Mr. Santosh Kumar Agarwal, Director is the Father of Mr. Manoj Kumar Agarwal, Whole Time Director. However after resignation of Mr. Santosh Kumar Agarwal from the office of Director on 30 May 2015, there are no inter se relationships between the Directors of the Company.
iv.Whistle Blower Policy
The Company has Whistle Blower Policy under which the employees are free to report instances of unethical behavior, violation of laws and regulations and the Code of Conduct or policies of the Company. The employee can approach directly report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
v.Policy on Material Subsidiaries
The Board has a Policy on Material Subsidiaries which has been uploaded on the Company's website i.e. on www.sulabh.org.in
vi.Status of Adoption of Mandatory requirements of Clause 49 of Listing Agreement
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement.
7.MEANS OF COMMUNICATION
The Company has timely published its quarterly results and other notices as required to be published in the newspapers in widely circulating national and local newspapers, such as The Asian Age in English and Apla Maharastra in Marathi. The information was also displayed on the website of the company i.e. www.sulabh.org.in
8.GENERA L SHAREHOLDER INFORMATION
I. Annual General Meeting:
¦Time: 01:00 PM
¦Venue.206, 2nd Floor, Apollo Complex Premises Cooperative Society Ltd., R .K. Singh Marg office, Parsi Panchayat Road, Andheri (East),Mumbai-400069
II.Financial Year : 01April 2014- 31March 2015
III.Date of book closure: 24/09/2015 to 28/09/2015
IV.Dividend payment date:¦ N/A
¦The Directors of the company are of the opinion not to declare dividend for the financial year.
V.Listing on Stock Exchange:
BSE Limited, Mumbai
Company was also listed on U.P. Stock Exchange Limited, Kanpur. (U.P. Stock Exchange has been derecognized)
VI.Stock Code: BSE-508969
VIII. Registrar and Transfer Agent:
M/S Skyline Financial Services Private Limited D-153-A, 1st floor, Okhla Industrial Area, Phase I, New Delhi- 110020
IX. Share Transfer System: The Company has provided a common agency regarding the Share Registration and Transfer by our Registrar And Transfer Agent i.e. Skyline Financial
Services Private Limited, New Delhi within a period of 15 days from the date of receiving, subject to the validity and completeness of documents in all respect.
Regd Office- 206, 2nd Floor, Apollo Complex Premises Cooperative Society Ltd., R .K. Singh Marg office, Parsi Panchayat Road,Andheri (East),Mumbai-400069
¦ Corporate Office17/11 The Mall, Kanpur 208001
XIII. CEO Certification:
¦ In terms of the requirements of Clause 49(IX) of the Listing Agreement, the CEO have submitted necessary certificate to the Board at its meeting held on 30/05/2015 stating the particulars specified under the said clause.
CORPORATE SOCIAL RESPONSIBILITY
The Company is planning for taking an initiative for implementation of "Green Initiative" in the corporate governance for allowing paperless compliances as per the circular no.17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 issued by the Ministry of Corporate affairs and to facilitate its member by providing all the information relating to notices of Shareholder Meetings, Annual Report of the Company by e-mail. In this regard stakeholders are requested to register their e-mail ID with the company. The Company has taken various initiatives on promoting social welfare. # 15/1, 2nd Floor, Metro House, Shahid Bhagat Singh Marg, Mumbai - 400001, India Phone: 91-22-32903287/Fax: 91-22-22876467/Cell: 9322693989, mail: firstname.lastname@example.org