Report on Corporate Governance
The Company's philosophy on Code of Corporate Governance strives to follow the good corporate governance practices, transparency, accountability and better communication in order to have a culture of compliance and obligation at every level of the organization. The Company is in compliance with the provisions of Corporate Governance specified in the Listing Agreement with the Bombay Stock Exchange Limited. The Company is committed to meet the expectations of stakeholders as a responsible corporate citizen.
1. BOARD OF DIRECTORS
Composition of the Board of Directors
The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board of Directors ("the Board"). The Board of the Company is composed of individuals from diverse fields. The Board of the Company is composed of Executive and Non-Executive Directors. As on March 31, 2015, the strength of the Board was six Directors comprising of two Executive and four Non-Executive Directors of the Company. Fifty per cent of the Board comprised of Independent Directors. As on March 31, 2015 Mr. Manoharbhai P. Joshi, Mr.Gopal LalPaliwal, Mr. Sunil Upadhayayand Kulbir Singh Pasricha holding 432,430, 426,570,900 and 500 equity shares of the Company respectively. Except above, no other Director or their relative hold shares of the Company.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 ("the Act") and Clause 49 of the Listing Agreement.
The Board/Committee meetings are pre-scheduled and proper notices of Board and Committee meetings is circulated to the Directors well in advance to enable them to plan their schedules and to ensure their meaningful participation in the meetings.
During the financial year under review, 08 (Eight) Board meetings were held on 01/05/2014, 05/05/2014, 29/05/2014, 01/08/2014, 20/08/2014, 13/09/2014, 10/11/2014 and 10/02/2015. The gap between two Board meetings was in compliance with the provisions contained in the Act and the Listing Agreement.
The role of the Audit Committee is in accordance with the provisions of Clause 49 of the Listing Agreement and the terms of reference specified under Section 177 of the Act. The terms of reference for the Audit Committee include:
During the period under review, the Audit Committee met four (4)times on 29/05/2014, 01/08/2014, 10/11/2014 and 10/02/2015.
Nomination and Remuneration Committee
Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Act, the Board has constituted Committee as Nomination and Remuneration Committee and adopted new terms of reference.
Constitution of the Nomination and Remuneration Committee and attendance details during the financial year ended March 31, 2015 are given below;
The Nomination and Remuneration Committee at its meeting held on September 13, 2014 approved the Nomination and Remuneration Policy and the methodology for conducting the performance appraisal of the Board, the Board Committees and the Directors.
Nomination and Remuneration Policy Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Act, the Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy which is available on the website of the Company.
Stakeholders Relationship Committee
Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Act the Board has re-constituted and renamed the Shareholders'/Investors' Grievances Committee as Stakeholders Relationship Committee.
The Stakeholders Relationship Committee considers and resolves the grievances of security holders. During the period under review, the Stakeholders Relationship Committee met four (4) times on 29/05/2014, 01/08/2014, 10/11/2014 and 10/02/2015.
• All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party transactions were placed before the Audit Committee for approval. The Audit Committee has granted omnibus approval for Related Party transactions as per the provisions and restrictions contained in the Listing Agreement. The details of Related Party Transactions are provided in the Financial Statements of the Company.
• During the last 3 years, there were no strictures or penalties imposed on the Company by either SEBI or the Stock Exchange or any statutory authority for non-compliance of any matter related to the capital markets.
• The Company has adopted a vigil mechanism which enables Directors and employees to report their genuine concerns. The mechanism provides for adequate safeguards against the victimization of persons who use this mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases.
• The Company is in full compliance with the mandatory requirements as contained in Clause 49 of the Listing Agreement.
MEANS OF COMMUNICATION
• Quarterly, Half-Yearly and Annual results of the Company are published in newspapers such as Free Press Journal and Navshakti. These results are promptly submitted to the Bombay Stock Exchange Limited.
• The Company's results and press releases are available on the Company's website www.svtrading.co.in
• Management Discussion and Analysis Report forms a part of this Annual Report.
GENERAL SHAREHOLDER INFORMATION
AGM date, venue and time
September 11, 2015 at 11.30 a.m. at
Shop No.06, Building No. 1, Vasant Aishwarya C.H.S .Ltd. Mathuradas Ext. Road, Kandivali (West) Mumbai 400067
Financial Year April 01 to March 31
First quarter results 2nd week of August 2015
Second quarter results 2nd week of November 2015
Second quarter results 2nd week of February 2016
Result for the financial year ended on March 31, 2016 2nd week of February 2016
Date of Book closure
September 05, 2015 to September 11, 2015 (both days inclusive)
Dividend payment date
Listing on Stock Exchange
Payment of annual listing fees
Listing fees for the year 2015-2016 have been paid to BSE Limited
Stock Code (BSE)
Demat ISIN no. for CDSL and NSDL
Corporate Identity Number (CIN)
Share Registrar & Transfer Agent :
System Support Services 209, Shivalik Industrial Estate 89, Andheri Kurla Road Andheri (East), Mumbai - 400 072
Tele Phone Nos.:022-28500835, Email id:firstname.lastname@example.org
Dematerialization of shares and liquidity
The Company's shares are traded compulsorily in dematerialized form on the stock exchange. As on March 31, 2015, 99.86% of the paid-up share capital of the Company was in dematerialized form.
Outstanding GDR/ADR/Warrants or any Convertible Instruments, conversion dates and likely impact on equity
Address for investors correspondence
Shareholders/Investors should address their correspondence to the Company's Registrar & Transfer Agents at the address mentioned earlier.
Shareholders/Investors may also contact Mr. Gopal LalPaliwalCompliance Officer at the Registered Office of the Company situated at Shop No.006, Building No. 1, Vasant Aishwarya C.H.S Ltd. Mathuradas Ext. Road, Kandivali (West) Mumbai 400067.Telephone Nos.:022-65027372 and Email id <mailto:email@example.com>firstname.lastname@example.org