REPORT ON CORPORATE GOVERNANCE
1. Brief statement on Company's philosophy on code of governance
Transparency, fairness, disclosure and accountability are central to the working of the company and its Board of directors. Even the adoption of Clause 49 of the Listing Agreement is not mandatory over the Company but, to maintain good corporate governance the Company has complied with the requirement of the corporate governance in terms of clause 49 of the listing agreement.
The fundamental concern of corporate governance is to ensure the conditions whereby a company's directors and managers act in the interest of the company and its various stakeholders. Your company has always been guided by a strong conviction of adhering to transparency, accountability and integrity. The company strongly believes in maintaining a simple and transparent corporate structure driven solely by business needs. Shareholders' interests are utmost and the management is only a trustee of the shareholders capital to carry out the activities in a truthful manner.
Your Board of Directors presents the Corporate Governance Report for the year 2014- 15 based on the disclosure requirements under Clause 49 of the Listing Agreement existing as on 31st March 2015.
. BOARD OF DIRECTORS:
(i) Composition & particulars of Directors
The Board of Directors of the company is having optimum combination of independent directors & one woman director as suggested in the corporate governance norms. The current strength of the Board is six directors comprising three independent directors out of them one is woman director as on 31st March, 2015.
(iv) Appointment /Reappointment of Directors & Managing Director
Details of appointment and reappointment of Directors and Managing Director are available in notice of 28th AGM. The Company issued formal letters of appointment to independent directors in the manner as provided in the Companies Act 2013. The terms and conditions of appointment shall be disclosed on the web site of the Company after the formal appointment in 28th AGM.
(v) Policy to familiarization of Independent Directors
The Company has formulated a policy to familiarize the independent directors within the Company, their roles, rights, responsibilities in the company nature of the industry in which the Company operates business operation model etc. through various programmes. The details of familiarization programmes are disclosed in the website of the Company.
(vi) Performance Evaluation of non-executive and Independent Directors
The Board evaluates the performance of Non-executive and Independent Directors every year. All the Non-executive and Independent Directors are eminent personalities having wide experience in the field of business, industry and administration.
Their presence on the Board is advantageous and fruitful in taking business decisions.
(vii) Separate Meeting of the Independent Directors:
The Independent Directors held a Meeting on 20th February, 2015, without the attendance of Non-independent Directors and members of Management. All the Independent Directors were present at the meeting. The following issues were discussed in detail:
i. Reviewed the performance of non-independent directors and the Board as a whole;
ii. Reviewed the performance of the Chairman / Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;
iii. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
3. Audit Committee
(I) Brief Description of terms of reference:
The broad terms of reference of the audit committee include:
I. To supervise financial reporting process and to ensure financial and accounting control. II. Recommending to the board the appointment, re-appointment and replacement of the statutory auditors and cost auditorto the company.
III. To ensure compliance with the accounting policies of the Company.
IV. To interact with the internal and statutory auditors to ascertain the quality and veracity of Company's transactions and to review the manner in which they are performing their responsibilities.
V. To review the internal audit function.
VI. To review and discuss the financial statements before they are presented to the Board of Directors.
VII. To review financial and risk management policies.
VIII. To approve the appointment of Chief Financial Officer (CFO) or equaling officer in the Company.
IX. To carrying out such other functions as may be specifically referred to the committee by the Board ofDirectors and / or other committee ofDirectors ofthe Company.
X. To review the functioning of the Whistle Blower mechanism.
XI. To grant approval for related party transactions which are in the ordinary course of business and on an arm's length pricing basis and to review and approve such transactions subject to the approval of the Board.
Management feels that the internal controls in place are sufficient considering the size, nature and complexities of the operations of the company. Audit committee overlooks the operation and if required, modifications are put in place. The internal audit function is also reviewed by the audit committee of the board. Internal audit department of the Company is regularly reviewing the internal control systems of the company and to report it to the management and audit committee.
(II) Composition of Audit Committee
Constitution of audit committee meets with the requirements of corporate governance guidelines as well as the provisions of section 177 of the Companies Act, 2013 the provisions of Clause 49 of the Listing Agreement.
Audit committee constituted by the Board of Directors consists of three directors majority of them are
Four Audit Committee meetings were held during the year and
30th May, 2014, 16th July, 2014, 14th November, 2014 and 16th February, 2015
4. Nomination & Remuneration Committee
The Nomination and Remuneration Committee was constituted in accordance with the provisions of Companies Act, 2013 and clause 49 of listing agreement at a board meeting held on 14.02.2015.
The terms of reference of the committee are as follows:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. 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.
5. Stakeholders Relationship Committee
The Shareholders / Investors Grievance Committee was renamed and reconstituted as Stakeholders Relationship Committee at a board meeting held on 14th February 2015.
i) Terms of reference :
The Committee focuses primarily on monitoring expeditious redressal of investors / stakeholders grievances and also functions in an efficient manner that all issues / concerns stakeholders are addressed / resolved promptly. The Committee performs following key functions:
• Transfer/Transmission of shares
• Issue ofDuplicate Share Certificates.
• Review of Share dematerialization and rematerialization.
• Monitoring the expeditious Redressal of Investor Grievances.
• Monitoring the performance of company's Registrar & Transfer Agent.
• All other matters related to the shares.
6) SEBI Complaints Redressal System (SCORES)
SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. The company is in compliance with the SCORES and redressed the shareholders complaints well within the stipulated time.
7) REMUNERATION OF DIRECTORS
None of Directors have been paid any remuneration during the last financial year.
8) GENERAL SHAREHOLDER'S INFORMATION
AGM date, time and venue
: 30th September, 2015 at 10 a.m. at Conference Hall, Rajvi Resorts, Airport Road, Galpadar, Gandhidham, Gujarat- 370 201
Financial Year : 1st April, 2014to31st March, 2015
Book Closure Date : Friday 25th September, 2015 to Wednesday 30th September, 2015 :
Listing on Stock Exchanges Bombay Stock Exchange Ltd
StockCode : 511185
ISIN : INE381N01019
CIN : L60200GJ1986PLC083845 (Existing)
: L60200MH1986PLC041487 (Previous) : L99999MH1986PLC041487 (Previous)
The Company has paid listing fees for the year 2015-16tothe above stock exchange.
10) Registrar and Transfer Agents
SYSTEM SUPPORT SERVICES
209, Shivai Ind. Estate, 89, Andheri Kurla Road, Saki Naka, Andheri - (E), Mumbai - 400072 Tel.: 02228500835 Fax: 022-28501438 Email: email@example.com
11) Share Transfer System
Physical shares sent for transfers or dematerialization are generally registered and returned within a period of 15 days from the date of receipt of completed and validly executed documents.
12) Dematerialization of securities
The Company's shares currently are in physical mode but the Company is in the process of dematerialization of shares.
16) Outstanding GDRs/ADRs/warrants or any convertible instruments, conversion date and likely impact on equity
We have no GDRs/ADRs or any commercial instrument.
17) Address of Registered Office
EXISTING (w.e.f. 16/7/2015) PlotNo.267, Ward 12/B, Gandhidham - 370201, Till 15/7/2015 8A, Kapoor Building, J.P. Road, Behind Canara Bank, Andheri (W), Mumbai- 400 056, Maharashtra