REPORT ON CORPORATE GOVERNANCE
1 A BRIEF STATEMENT ON THE COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
Corporate Governance is the system by which Companies are directed and controlled by the management in the best interest of the Shareholders and others, thereby ensuring greater transparency, better and timely financial reporting, generating long term economic value for its Shareholders.
The Company has incorporated the sound Corporate Governance practices by laying emphasis on transparency, accountability and integrity in all its operations and dealings with outsiders.
2 BOARD OF DIRECTORS:
As on 31st March, 2015, the Company's Board comprises Eleven members, consisting of Six Non-Executive/ Independent Directors. The composition of the Board meets with the requirements of the Clause 49 of the Listing Agreement.
Your Company held Ten Board meetings during the year on 30th May, 2014, 23rd June, 2014, 14th August,
2014, 29th September, 2014, 29th October, 2014, 14th November, 2014, 13th February, 2015, 23rd February,
2015, 26th March, 2015 and 30th March, 2015.
3 BOARD - LEVEL COMMITTES:
The Company has four Board level Committees, namely;
a) Audit Committee.
b) Stakeholders Relationship Committee.
c) Nomination & Remuneration Committee.
d) Corporate Social Responsibility Committee.
a) Audit Committee:
The Audit Committee of the Company consists of three (3) Independent Directors, namely, Mr. Nagardas H. Panchal, (Chairman), Mr. Pitamber S. Teckchandani and Mr. Shobhan I. Diwanji. The terms of reference of the Committee are as per Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.
The Committee met Four times during the year under review on 30th May 2014, 14th August, 2014, 14th November, 2014 and 13th February, 2015 wherein all the members were present. The Audit Committee held discussions with the Statutory Auditors on the "Limited Review" of the quarterly, half-yearly & final accounts and matters relating to compliance of accounting standards, their observations arising from the annual audit of the accounts of the company and its subsidiary companies and other related matters.
b) Stakeholders Relationship Committee:
The Shareholders/Investors' Relationship Committee, comprising Mr. Nagardas H. Panchal (Chairman & Independent Director), Mr. Paresh V. Merchant, and Mr. Navinbhai C. Dave, has been constituted for redressing shareholders and investors' complaints. The Committee met Four times during the year 2014-15 on 30th May 2014, 14th August, 2014, 14th November, 2014 and 13th February, 2015 wherein all the members were present.
During the year, Company has received 4 complaints from the shareholders, which were duly resolved/ replied.
Pursuant to Clause 47(f) of the Listing Agreement, the Company has designated the following exclusive E-mail ID for the convenience of investors. firstname.lastname@example.org
Pursuant to Clause 54 of the Listing Agreement, Company's website www.swan.co.in is updated with the Quarterly information conveyed to the Stock Exchange and other relevant information.
c) Nomination & Remuneration Committee:
The Nomination & Remuneration Committee comprises of three (3) independent and non-executive Directors, namely, Mr. Nagardas H. Panchal (Chairman), Mr. Shobhan I. Diwanji, and Mr. Pitamber S. Teckchandani. The terms of reference of Committee, inter-alia, consists of recommendation for appointment/ re-appointment of Managing Director, Executive/Whole time Director/s and senior executives and review of terms of appointment. The Committee met twice during the year 2014-15 wherein all the members were present.
d) Corporate Social Responsibility (CSR) Committee:
The CSR committee comprising Mr. Paresh V. Merchant, Mr. Vilas A. Gangan and Mr. Nagardas H. Panchal has been constituted for formulating CSR policies and recommending the same to the Board, indicating the activities to be undertaken by the company and to recommend the amount to be spent on such acivities. The Committee met once during the year 2014-15 on 20th March, 2015, wherein all the members were present.
e) Independent Directors' Meeting:
During the year under review, the Independent Directors met on 13th February, 2015, inter alia, to discuss:
• Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;
• Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-executive 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.
(i) There are no materially significant related party transactions made by the Company with its promoters, directors or their relatives during the year, which may have potential conflict with the interest of the company at large. The details of the transactions with the related parties are disclosed in the notes to Financial Statements.
(ii) The company has complied with all the provisions of various Corporate Acts, Rules and Regulations
made thereunder, including various clauses of listing Agreement. There has been no instance of non-compliance by the Company on any matter related to the capital Markets during the last three years.
(iii) The Company has a Whistle Blower Policy. The Company takes cognizance of complaints and suggestions by employees and others. All the employees of the Company have free access to the Audit Committee of the Company.
(iv) The Board of Directors has laid down a Code of Conduct for all the Board members and Members of the Senior Management of the Company. In addition, there is also a Code of Conduct for regulating, Monitoring and reporting of Trading by insiders and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive information. A declaration from the Chairman affirming compliance of the said Code is annexed.
6 CEO/CFO CERTIFICATION
As required under Clause 49 V of the Listing Agreement with the Stock Exchange, the Managing Director and the Chief Financial Officer of the Company have furnished the requisite certificates to the Board of Directors of the Company.
7 MEANS OF COMMUNICATION
The quarterly results are published in the newspapers. It is also available on the website of the company under the name 'www.swan.co.in' . Official news releases are sent to the Stock Exchanges where shares of the Company are listed.
8 SHAREHOLDER INFORMATION
a) Annual General Meeting
Date : 11th September, 2015
Time : 11.30 A.M.
Venue : Walchand Hirachand Hall, 4th Floor, IMC Building, Churchgate, Mumbai - 400 020.
b) Financial Calendar
Financial reporting for
Quarter ending Sept 30, 2015 : Upto 14th November, 2015
Quarter ending Dec 31, 2015 : Upto 14th February, 2016
Quarter ending March 31, 2016 : Upto 30th May, 2016
Annual General Meeting for the year ended March 31, 2016 : Upto end of September, 2016
c) Dates of Book closure :
September 5, 2015 to September 11, 2015 (both days inclusive)
d) Dividend payment date :
On or after September 11, 2015
e) Listing on Stock Exchange at :
Bombay Stock Exchange Limited
National Stock Exchange of India Limited
The Calcutta Stock Exchange Asso. Ltd.
f) Demat ISIN Number
g) Stock Market Data
BSE Scrip Code: 503310
9 Registrar and Share Transfer Agent
Purva Sharegistry (India) Private Limited,
Gala No. 9, J.R. Boricha Marg, Shivshakti Industrial Estate, Lower Parel, Mumbai - 400 011.
Tel.: 23016761/23018261. Fax: 2301 2517. Email: email@example.com
10 Share Transfer Systems
Share Transfers are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. The power to approve transfer of securities has been delegated by the Board of Directors to the Stakeholders' Relationship Committee.
11 Dematerialization of Shares and liquidity
The Company's shares are traded compulsorily in dematerialized form at Bombay Stock Exchange and National Stock Exchange. 99.18% of the Equity shares of your Company have been dematerialized upto 31st March 2015.
12 Address of the correspondence
Swan Energy Limited: 6, Feltham House, 2nd Floor, 10, J. N. Heredia Marg, Ballard Estate, Mumbai 400 001.
Phone: 022-40587350. Fax: +91-22-40587360. Email: firstname.lastname@example.org
For and on behalf of Board of Directors
Nikhil V. Merchant
Mumbai, 14th August, 2015