Report on Corporate Governance
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Pursuant to SEBI Circular, compliance of Corporate Governance is not mandatory. However, the company has complied with the provisions of Clause 49 of the Listing Agreement.
SVC believes that Corporate Governance is an integral part of an organizational system. Keeping eye on this, SVC has adopted good policies for corporate governance.
BOARD OF DIRECTORS Composition of Directors
The Board functions either as a full Board or through various committees constituted to oversee specific operational areas.
The constitution of the Board is in conformity with the provisions of Clause 49 of the Listing Agreement of the Stock Exchange. The Board consists of 5 Directors out of which 3 members are Independent Directors.
During the financial year 2014-2015, Eleven (11) Board Meetings were held.
COMMITTEE'S OF THE BOARD
There are various committees of the Board viz. the Audit Committee, the Stakeholders' Relationship Committee and Nomination and Remuneration Committee.
The terms of reference of the Audit committee include the matters specified under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.
The Audit Committee met 6 times during the year under review.
NOMINATION AND REMUNERATION COMMITTEE
a) Brief description of terms of reference
This committee was constituted primarily to evaluate compensation and benefits for Executive Director.
The Remuneration Committee of the Company has the following composition
There was no remuneration paid to any directors.
STAKEHOLDERS' GRIEVANCE COMMITTEE
a. The Committee looks into issues relating to shareholders / investors, including complaints relating to transfer / transmission of shares, issue of duplicate share certificates, non-receipt of annual report etc. and their redressal.
b. The Stakeholders' Grievance Committee presently comprises of three Members
c. The Board has delegated power of approving transfer of shares to RTA.
d. During the year under review, no Investor complaints were outstanding.
Mr. Mohammed Ali is the Compliance Officer of the Company w.e.f April 9, 2014.
One Postal Ballot was held during the year under review, the results of which were declared on January 23, 2015.
1) Whether any special resolution passed in the previous three AGMs? No
2) Whether any special resolution passed last year through Postal Ballot? Yes.
3) Who conducted the Postal Ballot?
Advocate Vipin Mishra was appointed as the Independent scrutinizer for the Postal Ballot.
4) Whether any special resolution is proposed to be conducted through Postal Ballot? No
5) Procedure for Postal Ballot.
As laid down in the Companies Act, 2013
a. No transaction of material nature has been entered into by the Company with its Directors or Management and their relatives, etc. that may have a potential conflict with the interest of the Company.
b. The Register of Contracts/ Statement of related party transactions is placed before the Board/ Audit Committee regularly.
c. The Company has adopted the Whistle Blower Policy with direct access to Chairman of Audit Committee.
d. The Company has implemented all the applicable mandatory requirement of Clause 49 of the Listing Agreement though compliance with Clause 49 is not applicable to the company as per SEBI Circular.
MEANS OF COMMUNICATIONS
• Your Company regularly provides relevant information to the Stock Exchange as per the requirements of the provisions of the Listing Agreement.
• The financial results of the Company are emailed / uploaded with BSE Limited.
• The results and official news are available on www.bseindia.com and the website of the Company www.svcresources.co.in http://www.svcresources.co.in>
• Your Company has posted all its Official News releases on its website.
• No formal representations were made to Institutional Investors or Analysts during the year under review.
• Management Discussion and Analysis forms part of the Annual Report and the same is being posted to the shareholders of your Company.
GENERAL SHAREHOLDER INFORMATION
Detailed information in this regard is provided in section "Shareholders Information" which forms part of this Annual Report.
a. Next Annual General Meeting
The information regarding 39th Annual General Meeting for the financial year ended on 31st March 2015 is as follows :-
Day & Date : Wednesday, September 30, 2015
Time : 1.00 p.m.
Venue : Dalvi Hall, Court Lane, Above Borivali West Post Office, Opposite Borivali Railway Station, Borivali (West), Mumbai - 400091
b. Financial Calendar :
1st April to 31st March
Financial Reporting of 1st Quarter ended on 30th June 2015 :August, 2015
Financial Reporting of 2nd Quarter ended on 30th September 2015 :November, 2015
Financial Reporting of 3rd Quarter ended on 31st December 2015: February, 2016
Financial Reporting of 4th Quarter ended on 31st March 2016 :May, 2016
Date of Annual General Meeting During September 2016c.
Future Calendar :
d. Date of Book Closure :
September 27, 2015 to September 29, 2015. (Both days inclusive).
e. Dividend Payment :
f. Listing of Shares :
Bombay Stock Exchange Limited.
g. Listing Fees :
Company has paid Annual Listing Fees and Custodian fees for the year 2015-16.
h. Stock Code & ISIN :
Demat ISIN No. in NSDL & CDSL -
j. Registrar & Share Transfer Agent
M/s. Purva Sharegistry (India) Pvt. Ltd. are the Registrar & Share Transfer Agent for all work relating to share registry in terms of both physical and electronic mode. All transfer, transmission, request related to correspondence/queries, intimation of change of address etc. should be addressed to our RTA directly at the following Address:
M/s. Purva Sharegistry (India) Pvt. Ltd.
9, Shiv Shakti Indl. Estate, Ground Floor, J. R. Boricha Marg, Lower Parel (East), Mumbai-400 011
Tel: 022-23016761, Fax: 91-22-2301 2517, email Id: firstname.lastname@example.org
k. Share Transfer Systems
The Trading in Equity Shares of your Company is permitted only in dematerialized form as per circular issued by Securities & Exchange Board of India.
The Share transfers are processed by the Registrar & Share Transfer Agent, Purva Sharegistry (India) Pvt. Ltd. and approved by Share Transfer Committee, if the documents are in order, within stipulated days from the date of lodgment.-
m. Dematerialization of Equity Shares & Liquidity
Your Company's Equity Shares are in Demat trading segment and your Company had established connectivity with both NSDL & CDSL by signing the necessary agreements.
100% of your Company's Equity Share Capital is in demat.
n. Listing Fees and Annual Custodial Fees
Your Company has paid the Annual Listing Fees for year 2015-16 to Bombay Stock Exchange Limited has been paid.
Individual Shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination forms can be obtained from your Company's Registrar and Share Transfer Agent.
p. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion data likely impact on Equity:
q. Investors' Correspondence
Shareholders can contact the following officials for secretarial matters of your Company:-
r. Code of Conduct
The Board of Directors of your Company has laid down Code of Conduct for Directors and Senior Management & Employees. All Board Members and Senior Management have affirmed compliance with the Code of Conduct for the year under review. Declaration to this effect signed by the Managing Director & Chief Executive Officer is annexed to this report.
s. Address for Correspondence
Registered Office: SVC Resources Limited
3, Prime Rose, Near Airtel Gallery, Lokhandwala Complex, Andheri (W), Mumbai - 400 053
Subsidiary office: SVC Resources FZC
Sharjah, UAE PO Box 121639