REPORT ON CORPORATE GOVERNANCE
A report for the financial year ended 31st March 2015 on the compliance by the Company with the Corporate Governance requirements under Clause 49 of the Listing Agreement, is furnished below.
1.Company's Philosophy on Corporate Governance
Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organization.
2.Board of Directors
A.Changes during the year
The following changes took place during the year:
• Mr. Surendra Kabra (DIN: 07085483) was appointed as Independent additional director of the Company w.e.f. 10th February, 2015.
B.Composition and size of the Board
The Company's policy is to maintain an optimum combination of Executive and Non-Executive/ Independent Directors. The composition of your Company's Board, which comprises Six Directors is given in the table below and is in conformity with clause 49 of the Listing Agreement with the Stock Exchanges. The Board does not have Nominee Directors representing any institution.
1.This excludes directorships in overseas companies.
2.This relates to membership of Committees referred to in Clause 49 of the Listing Agreement, viz. Audit Committee and Stakeholders Relationship Committee of all public limited companies, whether listed or not and excludes private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013. This excludes Nomination and Remuneration Committee which is not considered for the purpose of computing maximum limits under Clause 49.
•Role of Non-Executive / Independent Directors
Non-Executive / Independent Directors play a key role in the decision-making process of the Board of the Company. These Directors are committed to act in what they believe to be in the best interest of the Company and its stakeholders. These Directors are professionals, with expertise and experience in general corporate management, finance and other allied fields. This wide knowledge of their respective fields of expertise helps foster independent and experienced perspective. The Company benefits immensely from their inputs in achieving its strategic direction.
An Independent Director is the Chairman of each of the Audit & Risk Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.
•Meeting of Independent Directors
The Company's Independent Directors met on February 10, 2015 without the presence of Non-Executive Directors or members of the management and reviewed matters pertaining to Performance Evaluation of the Board / Committees and the Directors. All the Independent Directors attended the Meeting.
• Familiarization Programme for Independent Directors
The Company has established a Familiarization Programme for Independent Directors. The details of this familiarization programme have been uploaded on the website of the Company. The web-link to this is http:// www.theswastiksafedeposit.com
C. Board Meetings and Procedures
I. Meetings Held & Attendance
Details presented to the Board include operations, business performance, finance, and related details. All necessary information including but not limited to those mentioned in Annexure X to Clause 49, are placed before the Board of Directors. The Members of the Board are at liberty to bring up any matter for discussions at the Board Meetings and the functioning is democratic.
Six Board meetings were held during the year as against the minimum statutory requirement of four meetings and the gap between two Board Meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements.
E. Details of Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting:
Mr. Khushru B. Jijina is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for reappointment.
It is proposed to appoint the Independent Director, Mr. Surendra Kabra for a fixed term of 5 years in line with the requirements of Section 149 of the Companies Act. 2013.
The profiles of each of these Directors are given below.
Mr. Khushru B Jijina
Mr. Khushru B. Jijina is a Chartered Accountant by profession with an illustrious career spanning over 2 decades in the field of real estate, corporate finance and treasury management and has been with the Piramal Group for more than 15 years. He is the Managing Director of Piramal Fund Management Private Limited (PFM). Prior to PFM, Mr. Jijina was the Managing Director of Piramal Realty Private Limited. He started his career with Rallis, where he held several important positions in corporate finance over a span of 12 years.
His other directorships in public limited companies and subsidiaries of public limited companies in India are:
Sr. No. Name of the Company Designation and Membership of Board Committees referred to in Clause 49 of the Listing Agreement
Mr. Surendra Kabra
Mr. Surendra Kabra is a Chartered Accountant by profession with more than 13 years of managerial experience in the field of finance and accounting. He has been associated with various business houses and is presently working as Chief Financial Officer with Simplex Group.
He is a director in PHL Fininvest Private Limited and not a member of any Board Committee. 3. Board Committees
In addition to administrative Committees, your Board has constituted the following Committees. A. Audit Committee
I. Constitution of the Committee
The Audit Committee comprises three members as per details in the following table:
All the members of the Committee have good knowledge of finance, accounts and business management. The Chairman of the Committee, Mr. Chandrakant .M. Hattangdi has extensive accounting and related financial management expertise.
The composition of this Committee is in compliance with the requirements of Section 177 of Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company Secretary is Secretary to the Committee.
II.Terms of Reference
The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company. The Committee's purpose is to oversee the accounting and financial reporting process of the Company, the audit of the Company's financial statements, the appointment, independence and performance of the statutory auditors, the performance of internal auditors and the Company's risk management policy.
The terms of reference of the Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
III.Meetings Held & Attendance
During the financial year 2014-15, the Committee met 4 times, on the following dates before finalization of annual accounts and adoption of quarterly financial results by the Board. All the four meetings were attended by all the members of the Committee.
B. Stakeholders Relationship Committee I.
Constitution of the Committee
The Committee presently comprises three members as per details in the following table:
Ms. Nandini Piramal: Non- Executive
Mr. Khushru B. Jijina: Non- Executive
Mr. Sunil Adukia: Non- Executive
II.Terms of Reference
The Committee reviews and ensures the existence of a proper system for timely resolution of grievances of the share holders of the Company including complaints related to transfer of shares and non-receipt of balance sheet, non-receipt of declared dividends etc. The terms of reference of the Committee have been aligned to the Companies Act 2013.
III.Meetings Held & Attendance
During the financial year 2014-15, the Committee met once on 10th March, 2014. All the three members attended the meeting.
There was no outstanding complaint as on 31st March, 2015.
IV.Stakeholders Grievance Redressal
There was no complaint during the year under review. There was no outstanding complaint as on March 31, 2015. No requests for transfer and for dematerialization were pending for approval as on March 31, 2015.
The Registrar and Share Transfer Agents (RTA), M/s. Link Intime India Private Limited (RTA), attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges or the Ministry of Corporate Affairs.
The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints / queries.
V. Compliance Officer
The Company Secretary is the Compliance Officer. Mr. Jitesh Agarwal, Company Secretary is the Compliance Officer. His contact details are:4th Floor, Piramal Tower Annexe,Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013. Tel No.: 30767700
The Company has designated the Email ID email@example.com to enable stakeholders to email their grievances.
C. Nomination and Remuneration Committee
The composition of this Committee is in compliance with the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
II. Terms of Reference
The terms of reference of the NRC are aligned with the terms of reference provided under Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The NRC has adopted the Remuneration Policy relating to the Remuneration of Directors, Key Managerial Personnel and other employees.
III. Meetings Held & Attendance
The Committee met once during the financial year 2014-15 on February 10, 2015. The meeting was attended by all the members of the Committee.
D. Risk Management Committee
The details of Risk Management Committee are given under Directors' Report.
E .Corporate Social Responsibility Committee I. Constitution of the Committee
The composition of this Committee is in compliance with the requirements of Section 135 of the Companies Act, 2013.
II. Terms of Reference
The terms of reference of the CSR Committee are aligned with Section 135 of the Companies Act, 2013 and include implementation and monitoring of CSR activities.
4.Remuneration of Directors
At present no remuneration is paid to any Director. At the Board Meeting held on 8th May, 2012, it was unanimously decided that in view of decrease in the operational activities of the Company the payment of sitting fees for attending the meetings of the Board of Directors of the Company or any Committee thereof be discontinued.
No resolution was passed through Postal Ballot during the financial year 2014-15. At present, there is no proposal to pass any resolution through postal ballot. 6. Disclosures
•Related Party Transactions
a. All transactions entered into with Related Parties if any, as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013;
b.There were no materially significant transactions with related parties during the financial year;
c.Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements;
d.The Board has approved a policy for related party transactions which has been uploaded on the website of the Company and can be accessed at 'www.theswastiksafedeposit.com'
e.The Register of Contracts / statement of related party transactions if any, is placed before the Board / Audit Committee regularly;
f.Transactions with related parties are disclosed in Note No. 16 to the Accounts in the Annual Report;
•There has been no instance of non compliance by the Company on any matter related to capital markets.
•Listing fees for the financial year 2015-16 have been paid to the Stock Exchanges on which the shares of the Company are listed.Compliance with Mandatory
• The Company has complied with all the applicable mandatory requirements of Clause 49 of the Listing Agreement.
7.Means of Communication
The approved financial results are forth with sent to the Stock Exchanges where the shares are listed and are published in The Free Press Journal, Mumbai, and Navshakti, Mumbai, Business Standard (all editions) (English) and Mumbai Lakshadweep (Marathi) within forty-eight hours of approval thereof.
The Annual Report containing inter-alia the Audited Annual Accounts, Directors' Report, Auditors' Report, Report on Corporate Governance and other important information is circulated to Members and others entitled thereto. The Management Discussion and Analysis forms part of the Annual Report.
C.Designated Exclusive Email ID:
The Company has designated the Email ID viz. firstname.lastname@example.org exclusively for investor servicing.
D.BSE Corporate Compliance & Listing Centre (BSE Listing Centre):
BSE Listing Centre is a web based application systems for enabling corporate undertake electronic filing of various periodic compliance related filings like shareholding pattern, results, press releases, etc.
8.General Information for Shareholders
A.Company Registration Details
The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (ClN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L65190MH1940PLC003151.
B.Annual General Meeting
Day, Date and Time : Monday, 28th September, 2015 at 11.00 a.m.
Venue : Auditorium, 3rd Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013
Financial reporting for:
Quarter ending June 30, 2015: on or before August 14, 2015
Half Year ending September, 20015: on or before November 14, 2015
Quarter ending December, 2015: on or before February 14, 2016
Year ending March 31, 2016: on or before May 14, 2016
Annual General Meeting for the year ending March 31, 2016: August / September, 2016
D. Book Closure Period
Tuesday, the 22nd September, 2015 to Monday, 28th September, 2015 (both days inclusive).
E.Listing on Stock Exchanges Equity Shares
BSE Limited (BSE). Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001: [Scrip Code: 501386]
Delhi Stock Exchange of India Limited (DSE) [Scrip Code: 19283]
3/1, DSE House, Asaf Ali Road, New Delhi - 110002 ISIN: INE094R01019
F.Stock Market Data
During the last financial year, no trading of Company's shares took place on BSE / DSE. Consequently High, Low and Average Closing Price and Trading Volumes of the Company's Equity Shares are not available.
G.Share Transfer Agents
M/s Link Intime India Pvt. Ltd. ("Link Intime") are the Share Transfer Agents of the Company. The contact details of Link Intime are given below:
Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078Tel.: (022) 2594 6970 Fax: (022) 2594 6969Email ID: email@example.com
H.Share Transfer System (in physical segment)
For administrative convenience and to facilitate speedy approvals, authority has been delegated to the Share Transfer Agents (STA) and also to senior executives to approve share transfers up to specified limits. Share transfers / transmissions approved by the STA and / or the authorized executives are placed at the Board Meeting from time to time.
In case of shares held in physical form all transfers are completed within 15 days from the date of receipt of complete documents. As at March 31, 2015 there were no Equity Shares pending for transfer.
The Company obtains from a Company Secretary in Practice, half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchanges and files a copy of the certificate with the Stock Exchanges.
K. Dematerialisation of shares
As on March 31, 2015 300 shares were in demateralised form as compared to 2,40,000 equity shares in physical form in March 31, 2014.
L. Outstanding GDRs/ADRs/Warrants or any convertible warrants
There are no outstanding convertible warrants / instruments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
(a)The nature of the activities of the Company during the year under review has been such that disclosure of the particulars required with respect to the conservation of energy and technology absorption in terms of section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.
(b)Foreign Exchange Earnings & Outgo: Nil
9.Code of Conduct
The Board has laid down a Code of Conduct and Ethics for its Members and Senior Management Personnel of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct during the financial year 2014-15. A declaration signed by Mr. Sunil Adukia, Director to this effect is given below.
"I hereby confirm that the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Conduct and Ethics for Directors and Senior Management of the Company in respect of the financial year 2014-15."
10.Certificate on Corporate Governance
Certificate from M/s N. L. Bhatia Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is attached to the Directors' Report forming part of the Annual Report.