REPORT ON CORPORATE GOVERNANCE
The report on the Corporate Governance requirements as stipulated by Clause 49 of the Listing Agreement is furnished below.
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Corporate Governance may be understood as a system of structuring, operating and managing a Company with a view to achieve its long term strategic goals while at the same time complying with legal and regulatory requirements. It is the implicit rule that determines a management's ability to take sound decisions in the best interest of all its stakeholders, viz. shareholders, customers, employees, creditors, the state, etc. It takes a holistic view of the Company and its impact on economic, legal, ecological and social environment. In order to promote good governance, the Company has followed the best practices, processes and policies based on conscience, transparency, fairness and professionalism.
The Directors hereby present the Companies policies and practices on Corporate Governance as mandated under the clause 49 of the Listing Agreement.
2. BOARD OF DIRECTORS
2.1 Composition of the Board:
The composition of the Board of Directors of the Company is in conformity with Clause 49 of the Listing Agreement. The Company has a Non-Executive Chairman and one-third of the Board consists of Independent Directors. The Board consists of Five Directors, of which Two are Independent and Non-Executive Directors.
2.2 Board Meetings:
During the financial year ended 31st March 2015, the Board of Directors of the Company had met four times (i.e. on 30th May 2014, 14th August 2014, 14th November 2014 and 12th February 2015).
COMMITTEES OF THE BOARD OF DIRECTORS
3. AUDIT COMMITTEE
3.1 Constitution of the Audit Committee
The Audit Committee is constituted in line with the provisions of Clause 49 of the Listing Agreement. The members of the Committee consist of Mr. Mahadevan Kalahasthi, Independent Director as Chairman and Mr. Kamalkishor Vyas and Mr. Hiten Shah as Members.
3.2 Role of Audit Committee
The powers, role and terms of reference of Audit Committee covers all matters specified under Clause 49 of the Listing Agreement of the Stock Exchanges, which inter alia includes the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of Inter-Corporate Loans and Investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of Internal Financial Controls and Risk Management Systems;
12. Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal audit;
14. Discussion with Internal Auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
17. To review the functioning of the Whistle Blower Mechanism;
18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
19. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
3.3 Meetings of the Audit Committee
During the financial year under review, four meetings of the Audit Committee were held i.e. on 30th May 2014, 13th August 2014, 14th November 2014 and 12th February 2015.
4. STAKEHOLDER'S RELATIONSHIP COMMITTEE
4.1 Constitution of Stakeholders Relationship Committee:
The Board of Directors of the Company has renamed the committee as Stakeholders Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement.
This Committee is specifically responsible for the redressal of security holders grievances related to non-receipt of Annual Report, non-receipt of declared dividend etc. The Committee also oversees the performance of the Registrar and Transfer Agents of the Company relating to investors services and recommend measures for improvement. The members of the Committee consist of Mr. Kamalkishor Vyas as Chairman and Mr. Mahadevan Kalahasthi and Mr. Pankaj Jain as Members.
4.2 Terms of reference of Stakeholders Relationship Committee:
1. Investor relations and redressal of grievances of security holders in general and relating to non- receipt of dividends, interest, non receipt of Annual Report, etc., in particular.
2. Such other matters as may be required from time to time by any statutory, contractual or other regulatory requirements to be attended to by such a Committee.
4.3 Meetings of Stakeholders Relationship Committee
During the financial year under review, four meetings of the Shareholders / Investors Grievance Committee were held i.e. on 30th May 2014, 13th August 2014, 14th November 2014 and 12th February 2015.
4.4 During the financial year under review, the Company has not received any complaint from Shareholders.
4.5 Name, Designation and Address of the Compliance Officer:
Mrs. Vandana Kacholia
5th Floor Sunteck Centre, 37-40 Subhash Road,Vile Parle (East) Mumbai 400 057
5. NOMINATION AND REMUNERATION COMMITTEE:
5.1 Constitution of Nomination and Remuneration Committee and its functions:
The Nomination and Remuneration Committee is constituted in line with the provisions of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013.
There is no meeting of Nomination and Remuneration Committee held during the year.
Terms of Reference of Nomination and Remuneration Committee:
The role of the Nomination and Remuneration Committee, inter alia, includes the followings:
1) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
3) Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
6. INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on February 12, 2015, inter alia, to discuss:
1. Evaluation of the Performance of Non Independent Directors and the Board of Directors as a whole;
2. Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors;
3. 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 their duties.
All the Independent Directors were present at the Meeting.
(A) Basis of Related Party Transaction
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. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
(B) Non Compliances/Strictures/Penalties Imposed
During the last three years, there were no penalties or strictures imposed on the Company by SEBI, Stock Exchange or any statutory authority on any matter related to capital market.
(C) Disclosure about Whistle blower policy
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations.
(D) Disclosure of Accounting Treatment
The Company has followed all relevant Accounting Standards while preparing the Financial Statements.
(E) Non mandatory requirements
The Company has reviewed the non mandatory requirements under Clause 49 of the Listing Agreement and these shall be adopted/ complied by the Company on need based.
7. MEANS OF COMMUNICATION
The Company is publishing its Quarterly Unaudited Financial Results and the Annual Audited Financial Results in the widely circulated national and local newspapers viz. "Asian Age" and "Aapla Mahanagar."
8. GENERAL SHAREHOLDER INFORMATION
8.1: 35th Annual General Meeting :
Date : 29th September, 2015 Time : 11.a.m.
Venue : Sunteck Centre, 37-40 Subhash Road, Vileparle (East), Mumbai -400 057
8.2: Financial Year:
Accounting year :April to March
Financial reporting for the quarter ending June 30, 2015 :On or before 14th August, 2015
Financial reporting for the half year ending September 30, 2015 :On or before 14th November, 2015
Financial reporting for the quarter ending December 31, 2015 :On or before 14th February, 2016
Financial reporting for the year ending March 31, 2016 :On or before 30th May, 2016
Annual General Meeting for the year ended March 31, 2016 :September, 2016
8.3: Date of Book Closure:
25th September, 2015 to 29th September, 2015 (both days inclusive)
8.4: Dividend Payment Date:
The Board has recommended Dividend of 5% i.e. (Rs.0.50 per Share). If declared by the Shareholders in the Annual General Meeting, the same will be paid within 30 days of declaration of Dividend.
8.5: Listing on Stock Exchanges:
The Company's Equity Shares are listed on BSE Limited.
The Company confirms that it has paid annual listing fees due to the Stock exchanges for the year 2015-2016.
8.6: Stock code:
Bombay Stock Exchange, Mumbai : 503659 ISIN Number for NSDL & CDSL: INE948K01011
8.7: Registrar and Transfer Agents:
Link Intime India Pvt. Ltd.,
C-13, Pannalal Silk Mills Compound,L.B.S Marg, Bhandup, Mumbai-400 078
Tel: (22) 2596383 Fax: (22) 25946969
8.9 : Share Transfer System
The share transfers which are received in physical form are processed by Registrar and Share Transfer Agent viz. Link Intime India Pvt. Ltd. and share certificates are dispatched within the time limit prescribed under the Listing Agreement.
8.10 Dematerialization of Shares
As of 31st March 2015, 850610 Shares (94.51%) are held in electronic form with National Securities Depository Limited and Central Depository Services (India) Limited.
8.11 Outstanding GDRs/ADRs/Warrants
The Company has not issued any GDRs/ADRs/Warrants during the year under review.
8.12 Plant Location:
The Company does not have any plant.
8.13 Address for Investors' Correspondence
1) Link Intime India Pvt. Ltd.,
C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup, Mumbai-400 078
Tel: (22) 2596383 Fax: (22) 25946969
SW Investments Limited 5th Floor, Sunteck Centre, 37-40, Subhash Road, Vile Parle (e), Mumbai 400057
Website: www.sw1india.com Email ID: email@example.com
For and on behalf of the Board of Directors
Kamalkishor Vyas (DIN: 00008898)
26th May 2015