COMPLIANCE REPORT ON CORPORATE GOVERNANCE
I. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Your Company is committed to good Corporate Governance in all its activities and processes. The Directors endeavor is to create an environment of fairness, equity and transparency with the underlying objective of securing long-term shareholder value, while, at the same time, respecting the rights of all stakeholders.
The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges with regard to corporate governance.
II. BOARD OF DIRECTORS
The Board of Directors (The Board) is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and had been vested with the requisite powers, authorities and duties.
A. Composition, Category and Attendance of the Board of Directors
i. Composition of the Board
The composition of Board of Directors as detailed below is in conformity with clause 49 of the Listing Agreement and Companies Act, 2013.
As on March 31, 2015, the Company has twelve Directors with a Non-Executive Chairman and a Non-Executive Vice Chairman. Out of the twelve Directors all are Non-Executive Directors and five are Independent Directors (i.e. 41.67 %). The composition of the Board is in conformity with the requirements of Companies Act, 2013. None of the Non-Executive Directors are responsible for the day to day affairs of the Company.
ii. None of the Directors on the Board, is Member of more than ten Committees or Chairman of more than five Committees across all the public companies in which they are Directors. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2015, have been made by the Directors.
iii. The names of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/Memberships held by them in other public companies as on March 31, 2015, are given herein below. Other directorships do not include alternate directorships, directorships of private limited companies, section 25 companies and of companies incorporated outside India.
v. During the period, the Board of Directors of your Company met 4(Four) times. The dates on which the meetings were held are 29th April, 2014, 05th August, 2014, 07th November, 2014 and 12th February, 2015 and the gap requirement of 120 days between two meetings has been complied with. The necessary quorum was present for all the meetings.
vi. During the year 2014-15, all relevant information, as per clause 49 of the listing Agreement was placed before the Board from time to time.
B. Code of Conduct
The Board has approved the code of conduct for all the board members and senior management personnel of the Company. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.
C. Non Executive Directors Compensation and Disclosures
The Company does not have any pecuniary relationship with any Non-Executive Directors. No remuneration was given to any of the Director during the financial year 2014-15.
III. COMMITTEES OF THE BOARD
A. Audit Committee
i. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of Companies Act, 2013.
ii. The terms of reference of the Audit Committee are as per the Companies Act 2013 and the listing agreement.
iii. The Audit Committee invites such of the executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings.
iv. The previous Annual General Meeting (AGM) of the Company was held on 25th September 2014 and was attended by Mr. Naveen Aggarwal, Chairman of the Audit Committee.
vi. Five Audit Committee meetings were held during the year 2014-15 on 15th April, 2014, 29th April, 2014, 25th July, 2014, 7th November, 2014 & 4th February, 2015. The necessary quorum was present for all the meetings.
B. Stakeholders Relationship Committee (erstwhile Shareholders Grievance Committee )
The Stakeholders Relationship Committee of the Board Comprises of Mr. N.K. Gupta, Chairman, Mr. S.S. Madan - Member, Mr. Bhuvan Chaturvedi and Mr. D.K. Aggarwal(Member).
Functions and Terms of Reference
The functioning and broad terms of reference of the Stakeholders Relationship Committee of the Company are as under:
i. To consider and resolve the grievance of security holders of the Company.
ii. To review important circulars issued by SEBI /Stock Exchanges
iii. To take note of compliance of Corporate Governance during the quarter/year.
iv. To approve request for share transfer and transmissions.
v. To approve request pertaining to remat of shares/sub-division/consolidation/issue of renewed/ duplicate share certificate etc.
vi. Name, designation and address of Compliance Officer:
Mr. Bhuwan Chaturvedi (CEO) Swadeshi Polytex Limited New Kavi Nagar, Industrial Area Ghaziabad - 201002 (Uttar Pradesh)
C. Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board.
Functions and Terms of Reference of the Nomination and Remuneration Committee of the Company are as per the Companies Act 2013 and the listing agreement.
The meeting of the Committee was held 12th February 2015.
Company's Remuneration policy is market led and takes into account the competitive circumstance of the business so as to attract and retain quality talent and leverage performance significantly.
Share Transfer Committee
i. The Company has a Share Transfer Committee of Directors to look into the transfer of shares.
ii. Share Transfer Committee compromises of Mr. Naveen Aggarwal(Chairman), Mr. Bhuwan Chaturvedi, Mr. B.B. Mehrotra & Mr. P.C. Vaish.
i. There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large.
ii. Details of non-compliance by the Company, penalties imposed on the Company by the Stock Exchanges or the Securities and Exchange Board of India or any statutory authority, on any matter related to capital markets, during the last three years 2012-13, 2013-14 and 2014-15 respectively: NIL
iii. There was no fresh public issue/right issue/ preferential issues etc. during the financial year 2014-15.
V. SUBSIDIARY COMPANY
The Company does not have any subsidiary Company.
VI. Means of communication
The quarterly, half-yearly and annual results of the Company are published in leading national English and Hindi newspapers .The results are also displayed on the Company's website www.splindia.co.in .
VII. General Shareholder Information S No. Information
i. Annual General Meeting
- Date and Time 30th June, 2015 at 12:00 Noon
- Venue New Kavi Nagar, Industrial Area Ghaziabad.
ii. Financial Year Ending
31st March, 2015
iii. Book Closure Date
25th June, 2015 to 30th June, 2015 (Both days inclusive)
iv. Listing on Stock Exchange
The Stock Exchange, Mumbai Phiroze Jee Bhoy Tower, 25th Floor, Dalal Street, Mumbai - 400001
v. Dividend payment date
Dividends are not recommended by the board during 2014-15
Listing Fee of The Bombay Stock Exchange Ltd. upto the year 2014-15 has been paid and the confirmations of delisting from regional and other Stock Exchange (other than Bangalore Stock Exchange) is still awaited
vi. Stock Code
The Bombay Stock Exchange Ltd.: 503816
vii. Outstanding DRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity:
As on date there are no outstanding warrants /bonds/ other instruments
viii. Registrar and Transfer Agent :
The Company has appointed RCMC Share Registry Pvt. Ltd.
as Registrar and Share Transfer Agent.
ix. Share Transfer System
The Share Transfer Committee meets regularly to approve the transfer/transmission etc.
x. Dematerialization of Shares
The Equity shares of the Company are available for demat under both the depositories i,e NSDL & CDSL.
xi. Demat ISIN Number
xii. Delisting of shares
The Equity shares of the Company have been delisted from the Bangalore Stock Exchange with effect from Friday, 8th February, 2013. The Delhi Stock Exchange has been declared closed by SEBI.
xiii. Registered Office
New Kavi Nagar Industrial Area, Ghaziabad 201002
xiv. Plant Location
xv. Address for communication
Shareholders correspondence should be addressed to the Company at the Registered Office of the Company or with the Registrar at their Corporate office at B -25/1,Okhla, Industrial Area, Phase -II, Near Rana Motors, New Delhi-110020 Tel 011-26387320/21/23.