CORPORATE GOVERNANCE REPORT
1. PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The Company is committed to ensure a good practice of Corporate functioning, maximizing the customer satisfaction by offering quality service & products (in least possible time) at reasonable cost and ensure compliance with all regulations as applicable with adequate transparency and accountability.
2. BOARD OF DIRECTORS
In order to enable the Board to discharge its responsibilities effectively all statutory, significant and material informations are placed before the Board on quarterly basis.
Number of Membership/Chairmanship in committees of all Directors is within the Limits specified in SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
(B) Board Meeting and Attendance
Four Board Meetings were held during the period from 1st April, 2015 to 31st March, 2016, on 20.05.2015, 12.08.2015, 26.10.2015, and 03.02.2016.
The familiarisation programmes were held on 4th March, 2016 at Jay Textiles Unit I & II and on 7th March, 2016 at Engineering division - Gears unit. All the independent directors were present for the above two programmes.
In addition to the above all the improvements and major changes in the operations or functions of the Company are updated to the Directors in the Board and its Committee meetings. The details of the familiarisation programme are available at <http://> www.supersales.co.in/directors.html
Retirement of Directors by rotation and being eligible, offer for re- appointment
Sri. Ravi Sam, Director is retiring at the ensuing annual general meeting. He is eligible and offers himself for re- appointment.
Brief profile, other directorships, Committees in which he is member/Chairman, Details of his shareholding and inter-se relationships are given in the Notice of the Annual General Meeting.
3. AUDIT COMMITTEE
Audit Committee has been constituted on 28.06.2002. The broad terms of reference to the Committee are compliance of adequate internal control system, financial disclosures and other issues confirming to the requirements specified in Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
4. NOMINATION AND REMUNERATION COMMITTEE
The Committee has been formed to determine the Company's policy on remuneration package to the Directors, Key Managerial Personnel and other Employees and identify suitable person for the directorship and senior management. The Committee has been reconstituted on 20.01.2014 and the reconstituted Committee consists of the following Directors as its Members.
1. Sri. J. Raghupathy - Chairman
2. Sri. Ravi Sam - Member
3. Sri. S. Venkataraman - Member
4. Sri. S.K. Najmul Hussain - Member
There is no Nomination and Remuneration Committee meeting held during the financial year ended 31st March, 2016.
Performance evaluation criteria for independent directors: Nomination and Remuneration Committee has approved the criteria for evaluation of the Board as a Whole, Chairman, Committees of the Board, Independent Directors and Non - independent directors. Based on the Criteria, the evaluations have been carried out.
5. REMUNERATION OF DIRECTORS
Company does not have any pecuniary relationship or transactions with its Non- Executive Directors during the financial year ended 31st March, 2016.
Company has provided a car with Driver and Telephone for official use.
He is entitled to gratuity and encashment of leave as per the rules of the Company. All the payments mentioned above to the Whole time Director are fixed in nature and there is no performance linked payment to him.
Sri. N.R. Selvaraj has been appointed as Whole time Director of the company with effect from 1st February, 2014. He is not entitled to sitting fee for attending the Board and Committee meetings.
Criteria for making payment to the Non-executive Directors were uploaded in the website and the same is available at <http://www.supersales.co.in/policies.html>
No other remuneration, Benefit, other than the above, Bonus, Stock Option, Performance linked incentives, Severance fee and Pension are given to any Director.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee has been formed to specifically look into Shareholders / Investors complaints, if any, on transfer of shares, non-receipt of dividends, balance sheet, etc., and also the action taken by the Company on the above matters.
The Committee has been reconstituted on 20.1.2014 and the reconstituted Committee consists of the following Directors as its Members:
1. Sri. J. Raghupathy - Chairman
2. Sri. S. K. Najmul Hussain - Member
3. Sri. N. R. Selvaraj - Member
Sri. S. K. Radhakrishnan, Company Secretary is the Compliance Officer.
During the financial year one complaint was received from an investor which was resolved in time. The outstanding complaint as on 31st March, 2016 was Nil. The Committee has met 2 times during the financial year ended 31st March, 2016.
7. MEANS OF COMMUNICATION
The quarterly results were published in leading Newspapers viz., Financial Express [English] and Dinamalar [Tamil]. The corporate information, shareholding pattern, financial statements are posted in the Company's web-site www.supersales.co.in <http://www.supersales.co.in>. There is no official release and presentation to institutional investors or analysist during the year.
8. GENERAL SHAREHOLDERS INFORMATION
(a) Annual General Meeting
Day & Date :Monday, the 1st August, 2016
Venue :'Nani Kalai Arangam' Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore - 641 037.
(b) Financial year 2015 - 16
Financial Calendar (2016-17)
Results for the financial year 2015-16 : 25th May, 2016
Posting of Annual Report : On or before 5th July, 2016
Last date of receipt of proxy forms : 30th July, 2016
Announcement of Quarterly Results : August, 2016
October, 2016 January, 2017 & May, 2017
(c) Dividend Payment Date :
20th August, 2016
(d) Listing on Stock Exchanges and Market Price
The shares of the Company are listed in BSE Limited. The company has paid the listing fee for the year 2015-16 and 2016-17.
(e) Scrip Code at Bombay Stock Exchange : 512527
International security identification number (ISIN) : INE091C01017
(f) The shares are regularly traded in BSE Ltd and trading was not suspended at any time during the year.
(g) Registrar & Share Transfer / Demat Agents
Company's share transfer work and dematerialization are done by M/s. SKDC Consultants Limited, "Kanapathy Towers", 3rd Floor, 1391/A-1,Sathy Road, Ganapathy, Coimbatore- 641 006. (Phone: 0422-6549995, 2539835-836 Fax : 0422-2539837 and Email: firstname.lastname@example.org ). The shareholders can contact them for all matters relating to their shareholdings in the company.
(h) Share Transfer System
The share transfers are registered and returned within a period of 15 days from the date of receipt, if the documents are in order. The share transfers are approved by the Share Transfer Committee
(i) Dematerialization of Shares
As on 31.03.2016, 28,07,382 shares constituting 91.40% of the total paid up capital of the Company have been dematerialized with CDSL and NSDL. In view of the numerous advantages offered by the depository system, members are requested to avail the facility of dematerialization of the Company's shares.
(j) Outstanding GDR/ADR
The Company has not issued any GDR/ADR.
(k) The Company has not entered any forward cover or hedging to cover the Commodity price risk or foreign exchange risk.
(l) Plant Locations
The Company is having Four Divisions viz., Agency Division, Textile Division, Wind Energy Division and Engineering Division.
The Agency Division is functioning at the Registered Office of the Company, 34-A, Kamaraj Road, Coimbatore-641 018 and Other Divisions are functioning at the following locations:
Jay Textiles - Unit I Ayyampalayam, Pollachi - 642 005
Jay Textiles - Unit II Othakkalmandapam, Coimbatore - 641 032
Wind Energy Division
Kethanur, Vavipalayam and Elavanthi villages in Palladam Taluk, Tirupur (Dt), Vadavedampatti, Vadambachery and Kammalapatti villages in Sulur Taluk, Coimbatore (Dt), Thungavi village, Udumalpet Taluk, Tirupur (Dt) and Poomalaikundu and Thappukundu villages in Theni (Dt).
Thekkampatti Mettupalayam - 641 113
(m) Address for Correspondence
Company Secretary, Super Sales India Limited,
Registered Office : 34-A, Kamaraj Road, Coimbatore - 641 018.
Investor grievances : email@example.com
9. OTHER DISCLOSURES
a. There is no material significant related party transaction that would have been a potential conflict with the interests of the Company at large.
b. No penalty or strictures have been imposed on the Company by any Regulatory Authority for noncompliance of any law during the last three years.
c. Company has adopted Vigil mechanism, whistle blower policy and no person has been denied access to the Audit Committee.
d. The Company has complied all applicable mandatory compliance requirements and not adopted any of the non-mandatory requirements given in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
e. The Company has no subsidiary and hence there is no policy for deciding the material subsidiary.
f. Policy for dealing with related parties is available at <http://www.supersales.co.in> /policies.html.
g. The Company has not entered any forward cover or hedging to cover the Commodity price risk.
10. Company has complied all the requirements as specified in sub para (2) to (10) of Part C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in the Corporate Governance report to the extent applicable.
11. The Company has not adopted any of the non-mandatory requirements given in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
12. Company has complied all the requirements as specified in Regulation 17 to 27 and has uploaded all the details in the website of the Company as per clauses (b) to (i) of 46 (2) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 except Policy for deciding the material subsidiary.
For and on behalf of the Board
(Sd.) SANJAY JAYAVARTHANAVELU
DIN : 00004505
Coimbatore 25th May, 2016