REPORT ON CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Your Company is committed to good Corporate Governance. The Company fully understands the rights of its shareholders to information on the performance of the company and considers itself a trustee of its shareholders. Corporate Governance strengthens investor's trust and ensures a long-term partnership that helps in fulfilling our quest for achieving significant growth and profits.
BOARD OF DIRECTORS
The Board of Directors is having non-executive and independent directors as on 31st March, 2015. The Board of Directors is consisting of Three Directors. The Directors manages the day to day affairs of the Company. Non-executive and independent directors did not have any pecuniary relationship of transactions with the company during the period under review. There are no material transactions where they have had personal interests that conflict with that of the Company.
NUMBERS OF BOARD MEETINGS HELD AND THE DATES ON WHICH SUCH MEETINGS WERE HELD
During the financial year 2014-15 the Board met 7 times on 21.05.2014, 02.08.2014, 27.08.2014, 10.11.2014, 05.12.2014, 15.12.2014 and 11.02.2015.
The Audit Committee of the Company presently comprises of Three Directors being ASHOK SHAH, KULDEEPSINH CHUDASAMA and PUSPARAJSINH CHUDASAMA.
The Board terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and of the Listing Agreement.
Role/ Functions of the Committee:
o Reviewing with management the annual financial statements before submission to the Board.
o Recommending the appointment and removal of external auditors, fixation of audit fee and also approval
for payment for any other services. o Review of policies relating to risk management - operational and financial.
o Reviewing with the management, external auditors and the adequacy of the internal control system.
Powers of the Committee:
• To investigate any activity within its terms of reference.
• To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).
• Compliance with accounting standards.
• To obtain outside legal or other professional advice, if necessary.
• To secure attendance of outsiders with relevant expertise, if it considers necessary. Compliance with Stock Exchange and legal requirements concerning financial statements.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 on 25.05.2015 to review and to recommend the remuneration payable to the Executive Directors and Senior Management of the Company based on their performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company presently comprises of three Directors being ASHOK SHAH, KULDEEPSINH CHUDASAMA and PUSPARAJSINH CHUDASAMA.
The following is the terms of reference of Nomination and Remuneration Committee:
> Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;
> Formulation of criteria for evaluation of independent directors and the Board;
> Devising a policy on Board diversity; and
> Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration Policy which determines criteria inter-alia qualification, positive attributes and independence of Directors for their appointment on the Board of the Company and payment of remuneration to Directors, Key Managerial Personnel and other Employees. The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
> Qualification, expertise and experience of the Directors in their respective fields;
> Personal, Professional or business standing;
> Diversity of the Board
In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders Grievance/ Share Transfer Committee as 'Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc. During the year no letters/complaints were received from the Investors and none of the complaints is pending as on date. None of the complaints required the attention of Investors Grievance Committee. There is no pending, unsolved complaint of Shareholders of the Company and no pending Share Transfer.
This committee presently consists of three directors namely, ASHOK SHAH, KULDEEPSINH CHUDASAMA and
PUSPARAJSINH CHUDASAMA. There were two meetings were held on 21.05.2014 and 11.02.2015.
o There are no materially significant related partly transactions i.e. transactions of the Company of material natures, with its promoters, the directors or the managements, their subsidiaries or relatives etc., that may have potential conflict with interest of the Company at large.
o No penalties or strictures were imposed on the Company by the Stock Exchange or SEBI or any statutory authority, on any matter related to capital markers, during the last three years.
o The Company has complied with various rules and regulations prescribed by the Stock Exchange and SEBI during the last three years. No penalties or strictures have been imposed by them on the Company.
CEO / CFO Certification under clause 41 and clause 49 of the Listing Agreement with Stock Exchanges has been submitted to the Board by the CEO and CFO.
MEANS OF COMMUNICATION:
The Company has submitted its quarterly, half yearly and yearly financial results to the Stock Exchanges as well as website of the company immediately after its approval by the Board. The Company did not send the half yearly report to the Shareholders of the Company.
GENERAL SHAREHOLDERS INFORMATION:
1st April to 31st March
Date and time of Annual General Meeting
Monday, 28th day of September, 2015 at 10:30 A.M.
Venue of Annual General Meeting
C-10, SAHAR ROY APT CHS LTD, OPP. SAHAR CARGO COMPLEX, ANDHERI (E), MUMBAI-400099
Dates of Book Closure
21st September, 2015 to 28th September, 2015.
Listing on Stock Exchange
BSE Limited, Mumbai
Stock Code and Scrip ID
512017 (BSE) and ZEXDONTR (BSE)
Demat ISIN No.
Financial Calendar (tentative schedule):
Unaudited Results for the quarter ending 30.06.2015 Before 15th August, 2015
Unaudited Results for the quarter ending 30.09.2015 Before 15th November, 2015
Unaudited Results for the quarter ending 31.12.2015 Before 15th February, 2016
Unaudited Results for the quarter ending 31.03.2016; or Before 15th May, 2016
In case company take Audited Results for the Whole Financial Year. Before 30th May, 2016
REGISTRAR AND SHARE TRANSFER AGENT:
M/s SATELLITE CORPORATE SERVICES PRIVATE LIMITED having its registered office at B-302, Sony Apartment, Opp. St. Judge's High School, Off Andheri-Kurla Road, Jarimari, Sakinaka, Mumbai-400072 Maharashtra, INDIA is the Registrar & Share Transfer Agent for processing the transfer of securities issued by the Company.
SHARE TRANSFER SYSTEM:
Transfer of Shares in Physical form are registered and dispatched within 3 weeks from the date of their receipts, subject to the documents being valid and complete in all respects. Transfer of shares are processed by the Share Transfer Agents and approved by the Share Transfer Committee called as "Investor / Shareholders Grievance Committee", which meets at frequent intervals. Share transfers are registered and returned within 15 days from the date of receipt, if the relevant documents are complete in all respect.
DEMATERIALIZATION OF SHARES AND LIQUIDITY:
The Equity Shares of your company are traded in compulsory dematerialization form by all investors. The company has entered into agreements with both existing Depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) enabling the investors to hold shares of the company in electronic form through the depository of their choice.
ADDRESS FOR CORRESPONDENCE:
C-10, SAHAR ROY APT CHS LTD, OPP. SAHAR CARGO COMPLEX, ANDHERI (E), MUMBAI-400099
Investors Correspondence/ Complaints to be address to:
MR. ASHOK SHAH Director and Compliance Officer E-mail: email@example.com .