Corporate Governance Report for the year ended on 31st March 2015
1 Company Philosophy:
We continue to believe that good corporate Governance is essential to achieve long-term corporate goals and to enhance stockholders value. Company is a listed company on BSE Ltd. The Company has complied with in all material respect with the features of corporate governance as specified in the Listing Agreement. The securities are being regularly traded at BSE Ltd.
2 Board of Directors:
The Chairman of the Board is an Executive Director.
As required under Section 149(3) of the Companies Act, 2013, & Clause 49 of Listing Agreement, Ms. Zeenat Mohammad Amin Sayana, a Women Director, has been appointed as an Independent Director on the Board.
3 COMMITTEES OF THE BOARD.
(a) Audit Committee
The Audit Committee continued working under Chairmanship of Mr. Narendra Mansingka and Mr. Chirag Pittie and Mr. Sameer Kapoor as co-members. During the year, the sub-committee met on four occasions with full attendance of all the members.
The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are
Financial Reporting and Related Processes
• Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.
• Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.
• Review the Management Discussion & Analysis of financial and operational performance.
• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).
• Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
(b) Nomination and Remuneration Committee
In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing "Remuneration Committee" as the "Nomination and Remuneration Committee".
The Nomination and Remuneration Committee continued working under the Chairmanship of Mr. Narendra Mansingka and Mr. Chirag Pittie and Mr. Sameer Kapoor as co - members.
During the year, there were no committee meetings held.
The terms of reference of the Committee inter alia, include the following:
• Succession planning of the Board of Directors and Senior Management Employees;
• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;
• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.
(c) Risk Management Committee
Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
The Risk Management Committee is under the Chairmanship of Mr. Narendra Mansingka and Mr. Sameer Kapoor and Mr. Chirag Pittie as co - members.
The objectives and scope of the Risk Management Committee broadly comprises:
• Oversight of risk management performed by the executive management;
• Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;
• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;
• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".
The Stakeholders' Relationship is under the Chairmanship of Mr. Narendra Mansingka and Mr. Sameer Kapoor and Mr. Chirag Pittie as co - members.
The terms of reference of the Committee are:
• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;
• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;
• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;
• to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;
• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;
• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
• to authorize the Company Secretary / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;
• monitoring expeditious redressal of investors / stakeholders grievances;
• all other matters incidental or related to shares, debenture
During the year, no complaints were received from shareholders. As on March 31, 2015, no investor grievance has remained unattended/ pending for more than thirty days. The Company had no share transfers pending as on March 31, 2015.
Independent Directors' Meeting
During the year under review, the Independent Directors met on 31st March, 2015, inter alia, to discuss:
• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Nonexecutive directors.
• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
• All the Independent Directors were present at the Meeting.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
(a) Materially Significant related party transactions
There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company.
(b) Details of non compliance by the company, penalties imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years.
There was no instance of levy of any penalties during the last three years.
Compliance with Accounting Standards
In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 2013 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.
The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances.
MD / CFO Certification
The MD and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.
CODE OF CONDUCT
The Company has adopted a Code of Conduct for the Members of the Board of Directors and the Senior Management personnel of the Company. The said Code of Conduct has been posted on the Website of the Company www.scenarioindia.com
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company believes in conducting its business in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established a mechanism called "whistle blower policy" for employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The objective of this policy is to build and strengthen a culture of transparency and trust in the organization and to provide employees - officers and workmen with a framework / procedure for responsible and secure reporting of improper activities (whistle blowing) and to protect employees wishing to raise a concern about improper activity / serious irregularities within the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
All Board Directors and the designated employees have confirmed compliance with the Code.
5 Means of Communication
i. Half yearly report sent to each shareholders registered address: No
ii. In which newspapers quarterly results were normally published: Free Press Journal and Nav Shakti
iii. Any Website where results or official news are displayed :No
6 General Shareholder Information
Market Information Listing on Stock Exchanges
The Company's shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges
Name & Address of the Stock Exchanges
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001
Stock Code/Scrip Code: 505590
ISIN Number for NSDL/CDSL (Dematerialised shares)
SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERS Share transfers
Share transfers in physical form are processed and the share certificates are generally returned to the transferees within a period of fifteen days from the date of receipt of transfer provided the transfer documents lodged with the Company are complete in all respects.
Nomination facility for shareholding
As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from the Secretarial Department of the Company. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.
Permanent Account Number (PAN)
Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.
* Unclaimed Dividends
The Company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education & Protection Fund established by the Government.
Pending Investors' Grievances
Any Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to the Company Secretary at the Registered Office with a copy of the earlier correspondence.
Reconciliation of Share Capital Audit
As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company's share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The Auditors' Certificate in regard to the same is submitted to BSE Limited and is also placed before Stakeholders' Relationship Committee and the Board of Directors.
FINANCIAL CALENDAR 2015:
AGM - Date, time and venue
25th September, 2015, 3.00 p.m , Hall Orchid & Tulip, World Trade Centre Complex, Centre 1, 1st Floor, Cuffe Parade, Mumbai - 400005
Book Closure Date
18th September, 2015 to 25th September, 2015
Dividend Payment Date
Listing of Eq. shares on stock exchanges.
Registrar & Transfer Agents
Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Ind. Premises, Safed Pool, Andheri Kurla Road, Andher (E), Mumbai - 400 072 Contact No: 28515606/ 28515644
Company Secretary & Compliance Officer
Ms. Shubhangi Thool Contact No: 022 - 40290011
Certificate and declaration by CFO
Mr. Santosh Gupta
Certificate on Corporate Governance by Statutory Auditor
Sanjay N. Shah & Co., Chartered Accountants
For and on behalf of the Board
For SVP Global Ventures Limited
Sd/- Chirag Pittie
Date : August 26, 2015
Place : Mumbai