REPORT ON CORPORATE GOVERNANCE
Your Company has complied with all material aspects of the Corporate Governance Code as per Clause 49 of the Listing Agreement with the Stock Exchange. A Report on the Corporate Governance compliance is furnished below:
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
Transparency and accountability are the two basic tenants of corporate governance. Good Corporate Governance helps enhancement of long term shareholders value and interest of other stakeholders. This is achieved through increased awareness for responsibility, transparency, professionalism, focus on effective control and management of the organization. The Board of Directors of the Company are committed to the consistent adherence to the corporate governance code and constant review of the Board processes, practices and the Management Systems to maintain a greater degree of responsibility and accountability.
2. BOARD OF DIRECTORS:
The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, directions and performance of the Company and has been vested with requisite powers, authorities and duties. The strength of Board of Directors is 8 (Eight). Whose composition and category is given below:
(A) THE CONSTITUTION OF THE BOARD AS ON MARCH 31, 2015:
The Board comprises such numbers of Non-Executive, Executive and Independent Directors as required under applicable legislation. The composition of Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.
(B) BOARD PROCEDURE
The Board of the Company met 7 (Seven) times during the year-ended 31.03.2015. Notice and Agenda were circulated in advance of each meeting of the Board of Directors. The Chairman briefed the Board at every meeting on the overall performance of the Company. The Board mainly deliberated on the following subjects:
a. Strategy and Business Plans
b. Considering and approving declaration/recommendation of Dividend.
c. Operations and Capital Expenditures
d. Finance and Banking operations
e. Adoption of Quarterly/Half yearly/ Annual Results
f. Compliance with Statutory/ Regulatory requirements and review of major Legal Issues
g. Significant Labour Issues.
(C) ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS
AND THE LASTANNUAL GENERAL MEETING:
During the year ended March 31, 2015, Seven Board Meetings were held on May 30, 2014; July 30, 2014; October 01, 2014; October 30, 2014; January 22, 2015; March 14, 2015 and March 19, 2015; Annual General Meeting during the year was held on September 27, 2014.
(D) INDEPENDENT DIRECTORS' MEETING
The Company has conducted necessary induction and familiarisation programmes for Independent Directors to perform their role on the Board effectively as required under Clause 49 (II)(B)(7) of the Listing Agreement.
During the year under review, the Independent Directors met on January 22, 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 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.
• All the Independent Directors were present at the Meeting.
(E) DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT:
The brief particulars of the Directors of the Company, being re-appointed as Directors retiring by rotation and new appointment of Director at the ensuing Annual General Meeting are as under:
(i) Mr. Ramprasad Poddar:
Mr. Ramprasad Poddar retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Mr. Ramprasad Poddar, 79 years old is having more than 43 years of business experience. His continuation on the Board will be an asset to the Company.
(ii) Mrs. Shilpa Poddar:
Mrs. Shilpa Poddar was appointed as an additional Director by the Board w.e.f. March 19, 2015. Mrs. Shilpa Poddar, 45 years old is having B.Com educational qualification and having more than 20 years of business experience. Her continuation on the Board will be an asset to the Company.
(iii) Mr. Rajesh Poddar:
Mr. Rajesh Poddar is re-appointed as the Managing Director of the Company at the ensuing Annual General Meeting with remuneration for the period of five years.
Mr. Rajesh Poddar, 46 years old is a Bachelor in Industrial Engineering by qualification, having more than 22 years of business experience in Textile industry. His continuation on the Board will be an asset to the Company.
3. COMMITTEES OF THE BOARD:
The Board Committees play a crucial role in the Governance Structure of the Company and have been constituted to deal with specific areas/ activities which concern the Company and need a closer review. The Minutes of the Meetings of all Committees are placed before the Board for review. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action.
The Board has currently established the following Statutory and Non-Statutory Committees.
(i) AUDIT COMMITTEE:
The Committee's powers, roles and functions are as stipulated in Clause 49 of the Listing Agreement and under Section 177 of the Companies Act, 2013.
Some of the important functions performed by the Committee are:
1 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 (GAAP).
• Review the investments made by the Company.
All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors to get their inputs on significant matters relating to their areas of audit.
The Audit Committee consists of 3 (Three) Independent Directors and 1 (one) Non-Executive Director. Mr. Sanjiv Rungta is the Chairman of the Committee. The members of the committee have requisite experience in corporate management, finance, Accounts and corporate laws. The Audit committee held six meetings during the year and there was no time gap of more than four months between any two meetings.
The Audit Committee consists of:
1. Mr. Sanjiv Rungta - Chairman
2. Mr. Nirmal Jain - Member
3. Mr. Dinesh Poddar - Member
4. Mr. Piyush Shah - Member
(ii) 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 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 of 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.
The Nomination and Remuneration Committee consists of 2 (Two) Independent Directors and 1 (One) Non Executive Director. Mr. Nirmal Jain is appointed Chairman of the Committee.
The constitution of the present Nomination and Remuneration Committee is as follows:
1. Mr. Nirmal Jain - Chairman
2. Mr. Dinesh Poddar - Member
3. Mr. Rakesh Garodia - Member
The Board of Directors decides the remuneration payable to the Managing/Whole-time Directors.
The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent.
(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE
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 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; 1 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;
• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
• to authorize the Chairman of the Committee to attend 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;
•1 monitoring expeditious redressal of investors / stakeholders grievances;
The present constitution of the Committee is as follows:
1) Mr. Ramprasad Poddar - Chairman
2) Mr. Dinesh Poddar - Member
3) Mr. Rajesh Poddar - Member
The Company's shares are compulsory traded in the dematerialized form and have to be delivered in the dematerialized form at Stock Exchange. To expedite transfer in the physical segment, Mr. Nagbhushan Hegde, CEO, is acting as Compliance Officer as required by the Listing Agreement.
All the complaints received are replied to the satisfaction of the security holders. There are no pending complaints requiring intervention of the committee.
(iv) 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.
The objectives and scope of the Risk Management Committee broadly comprises:
• Oversight of risk management performed by the executive management;
• Reviewing the risk management policy and framework in line with local legal requirements and SEBI guidelines; 1 Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle; 1 Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
The Risk Management Committee consists of 2 (Two) Independent Directors and 1 (One) Executive Director. Mr. Piyush Shah is appointed Chairman of the Committee.
The constitution of the present Risk Management Committee is as follows:
1. Mr. Piyush Shah - Chairman
2. Mr. Rajesh Poddar - Member
3. Mr. Sanjiv Rungta - Member
5. 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. The Compliance Officer is responsible for implementation of the Code.
6. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.swastivinayaka.com .
The Company has not entered into any transaction of a material nature which will have a conflict with its interest during the year.
The disclosure of related party transactions as required by the accounting standard (AS) 18 on 'Related Party disclosures' issued by the Institute of Chartered Accountants of India (ICAI) is given under schedule Y of the annual accounts. All the transactions covered under related party transactions were fair, transparent and at arms length.
There were no material non-compliances by the Company and no penalties or strictures were imposed on the Company by the stock exchanges, SEBI or statutory authorities on any matter related to Capital Markets during the year. A show cause notice dated July 16, 2014 was issued by Ministry of Corporate Affairs against the Company for violation of Section 205C of the Companies Act, 1956 with regards to non-filing of Form 5 INV for the period ending on March 31, 2011 and March 31, 2012. However, the Company had filed the requisite forms for both the period and the same was intimated to Ministry of Corporate Affairs through a letter dated July 23, 2014.
8. MEANS OF COMMUNICATION:
The quarterly, half yearly and annual results are communicated to the Bombay Stock Exchange where the Company's shares are listed as soon as the same are approved and taken on record by the Board of Directors of the Company. Further the results are published in widely circulating national and local dailies. The quarterly & half-yearly results are not sent individually to the shareholders but are uploaded on the Company's website www.swastivinayaka.com .
9. GENERAL SHAREHOLDERS INFORMATION:
a. Annual General Meeting
Date and time : September 26, 2015 at 11.00 a.m.
Venue : J-15, M.I.D.C., Tarapur, Boisar, Thane, Maharashtra - 401506
b. Tentative Calendar for the Financial Year ending on March 31, 2016
Sr.No. Period Month of adoption of accounts
1. First Quarter ended June 30, 2015 July, 2015
2. Half Yearly / Second Quarter endec September 30, 2015 October, 2015
3. Third Quarter / Nine Months ended December 31, 2015 January, 2016
4. Yearly Audited / Fourth Quarter ended March 31, 2016 May, 2016
c. Date of Book Closure
Saturday, September 19, 2015 to Saturday, September 26, 2015 (Both days inclusive)
d. Dividend payment date
Within 30 days of AGM; if approved by the Shareholders of the Company.
e. Listing at stock Exchanges
The Stock Exchange, Mumbai
f. Stock Code
NSDL/CDSL-ISIN: INE 804A01025
g. SHARE TRANSFER SYSTEM:
Trading in Equity Shares of the Company is permitted only in dematerialized form as per notification issued by the Securities and Exchange Board of India (SEBI). Big Shares Services Private Limited handles both Demat and Physical Shares Transfers.
The Stakeholders Relationship Committee meets periodically to consider the transfer and other proposals and attend to shareholders grievances.
The Share Transfers, which are received in physical form, are processed and the share certificates are returned within 15 days from the date of receipt, subject to Documents being valid and complete in all respects.
There are no such instances pending with the Company at the year-end.
h. REGISTRAR AND SHARE TRANSFER AGENT :
Bigshare Services Private Limited E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072. Phone No.: 022-40430200.
E-mail : firstname.lastname@example.org Website: www.bigshareonline
i. COMPLIANCE OFFICER :
Mr. Nagabhushan Hegde,
306, Tantia Jogani Industrial Estate, J. R. Boricha Marge, Lower Parel, Mumbai - 400 011.
Phone No.: 022-43443555.
j. PLANT LOCATION
J-15,M.I.D.C., Tarapur, Boisar, Thane, Maharashtra- 401506
3-5, Dewan & Sons Ind. Complex, Village Aliyali, Palghar, Dist. Thane, Maharashtra-401 404.
k. CORPORATE OFFICE (ADDRESS FOR CORRESPONDENCE)
306, Tantia Jogani Industrial Estate, J. R. Boricha Marge, Lower Parel, Mumbai - 400 011. Phone No.: 022-43443555.