CORPORATE GOVERNANCE REPORT
This report on Corporate Governance is set out in compliance with the Corporate Governance requirements as stipulated in clause 49 of Listing Agreement with the Stock Exchange.
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
We believe that it is imperative for us to manage our business affairs in the most fair and transparent manner with a firm commitment to our values. For us the corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. Our corporate governance framework is a reflection of our culture, our policies, and our relationship with stakeholder and commitment to values. Transparency, integrity, professionalism and accountability- based values form the basis of the Company's philosophy for Corporate Governance
2. BOARD OF DIRECTORS:
A). NUMBER OF BOARD MEETINGS
During the Financial year ended on March 31, 2015, Nine Board Meetings were held on 17 May 2014, 31 July 2014, 25 August 2014, 30 September 2014, 30 October 2014, 15 December 2014, 24 December 2014, 30 January 2015, 20 February 2015. The Twenty second Annual General Meeting was held on 30th September 2014.
3.COMMITTEES OF THE BOARD (A). AUDIT COMMITTEE
i) Terms of Reference:
Apart from all the matters provided in clause 49 of the listing agreement and section 177 of the Companies Act 2013, the Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. The Committee reviews the financial statements before they are placed before the Board.
The Audit committee consists of three directors -Mr. Vineet Shrivastava, Mr. K.K. Bhandari, and Mr. Rajesh Jain. All the members of the Audit committee are independent Directors except Mr. Rajesh Jain. Mr. Vineet Shrivastava has been designated as chairman of the committee.
The committee met 4 times during the financial year ended March 31, 2015.
(B). NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & remuneration committee for appointment & remuneration of directors was constituted with Mr. Vineet Shrivastava as chairman of 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 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.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The NOMINATION AND REMUNERATION COMMITTEE has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors, KMP (Key Managerial personnel) or senior management and their remuneration. This Policy is accordingly derived from the said Charter.
THE APPOINTMENT CRITERIA AND QUALIFICATIONS FOR APPOINTMENT OF DIRECTORS, KMP AND SENIOR MANAGEMENT
The Company shall take into account following points:
• The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or senior management level and recommend to the Board his/her appointment.
• A person to be appointed as Director, should possess adequate qualification, expertise and experience for the position he/she is considered for appointment .The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.
• The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the relevant fields of marketing, finance, taxation, law, governance and general management.
• In case of appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors so as to enable the Board to discharge its function and duties effectively.
• Independent Director shall meet all criteria specified in Section 149(7) of the Companies Act, 2013 and rules made there under and Clause 49 of the Listing Agreement entered into with BSE Limited
• The Nomination and Remuneration Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013
• Director must have relevant experience in Finance/ Law/ Management/ Sales/Marketing/ Adminis-tration/ Research/ Corporate Governance/ Technical Operations or the other disciplines related to company's business.
• Director should possess the highest personal and professional ethics, integrity and values.
• Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities.
• The Nomination and Remuneration Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Directors, KMP And Senior Management:
i. Qualification, expertise and experience of the Directors in their respective fields;
ii. Personal, Professional or business standing;
iii. Diversity of the Board.
• In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board' functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
TO CARRY OUT PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS, CRITERIA TO BE CONSIDERED WOULD INTER ALIA INCLUDE FOLLOWING:.
PART A: FOR BOARD & COMMITTEES OF BOARD
1 . Composition with requisite number of Independent Directors (and woman director in the case of board) .
2 . Frequency of Meetings .
3 . Discharge of the key functions prescribed under law. 4. Discharge of other responsibilities prescribed under law.
5 . Monitoring the effectiveness of corporate governance practice .
6. Ensuring the integrity of the company's accounting and financial reporting systems, independent audit, internal audit and risk management system (for Board and Audit Committee).
7. Working in the interests of all the stakeholders of the company. PART B: DIRECTORS
1 . Attendance and Participation
2 . Pro-active and positive approach with regard to Board and Senior Management particularly the arrangements for management of risk and steps needed to meet challenges from the competition
3 . Maintaining confidentiality
4. Acting in good faith and in the interest of the company as a whole 5 . Exercising duties with due diligence and reasonable care
6. Complying with legislations and regulations in letter and sprit
7. Openness to ideas, perspectives and opinions and ability to challenge old practices and throwing up new ideas for discussion
8. Maintaining relationships of mutual trust respect with Board members
9. Capacity to effectively examine financial and other information on operations of the company and the ability to make positive contribution thereon.
The foresaid criteria for performance evaluation are subject to change from time to time
THE NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN THE CRITERIA FOR EVALUATION OF PERFORMANCE OF INDEPENDENT DIRECTORS.
1 . Attendance and contribution at Board and Committee meetings
2 . Qualification, expertise and experience of the Directors in their respective fields
3 . His/her stature, appropriate mix of expertise, skills, bahaviour, experience, leadership qualities, and understanding of business, strategic direction to align company's value and standards.
4. His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.
5 . Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.
6. Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.
7. Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.
8. Quality of decision making on understanding financial statements and business performance.
9. His/her ability to monitor the performance of management and satisfy himself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.
10 . His/her contribution to enhance overall brand image of the Company.
Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits of the Company for the Non-Executive Directors and Whole time Director and other Executive Directors. This will be then approved by the Board. Prior approval of shareholders will be obtained wherever applicable in case of remuneration to non-executive directors.
The Company may pay remuneration by way of salary, perquisites and allowances to Whole time Director. Salary is to be paid within the range approved by the Shareholders. Annual increments may be recommended by the Nomination and Remuneration Committee, and is approved by the Board.
The remuneration paid to Executive Directors is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance.
Independent Non-Executive Directors are appointed for their professional expertise in their individu al capacity as independent professionals/Business Executives. Independent Nonexecutive Directors will receive sitting fees for attending the meeting of the Board and Board Committees and commission as approved by the Board and shareholders.
Key Managerial Personnel and Other Employees
The remuneration of employees largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and retirement benefits are paid according to the Company policy, subject to prescribed statutory ceiling.
The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry.
The Board will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the NOMINATION AND REMUNERATION COMMITTEE for its review and approval.
DETAILS OF REMUNERATION TO ALL THE DIRECTORS
During the financial year ending on 31 March, 2015, company did not pay any remuneration and seating fee to the Directors of the company.
(C).STAKEHOLDER'S GRIEVANCE COMMITTEE/ STAKEHOLDER'S RELATIONSHIP COMMITTEE:
Stakeholders' Grievance Committee/ Stakeholders' Relationship Committee was constituted with Smt. Jayshri Jain (Non executive Director) as chairman of committee. The committee comprise of three Directors as on 31st March, 2015
Mr. Atul Chouhan is the Compliance Officer of the Company.
M/s Purva Sharegistry (India) Private Limited is a Share Transfer Agent of the Company.
Company has received two complaints from shareholders in Financial Year ending on 31.03.2015 which has been resolved to satisfaction of Shareholders. There is no other pending complaint of shareholders.
The Company shares are in D-Mat & Physical form. The company has signed depository agreement with CDSL & NSDL. The ISIN Number is INE706F01013.
(D).RISK MANAGEMENT COMMITTEE
The Board of directors of the company at its meeting has constituted a Risk Management Committee of the Board. The committee comprises of three non executive Directors as on 31st March, 2015.
I. There are no transactions of material natures with directors/Promoters or any related entity, which will have any potential conflict with the interest of the Company at large.
II. There is no non-compliance by the company or any penalties, structures imposed by the stock exchange SEBI, or any statutory authorities on any matter related to capital markets, during the last three years/period.
III. The Company has a Vigil Mechanism / Whistle Blower Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any. No personnel has been denied access to the audit committee
IV. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause-
The company has complied with all the mandatory requirements of listing agreements.
7. MEANS OF COMMUNICATION:
The quarterly audited financial results and annual audited financials results are normally published in Apni Dunia & Free Press.
Quarterly results are displayed on the website of company- www.sylphtechnologies.com
8.GENERAL SHAREHOLDER INFORMATION:
(i) Annual General Meeting:
Day, Date and Time: Wednesday, the 30th day of September, 2015 at 11.30 a.m
Venue : St-4 Press House, 22 Press Complex, A.B. Road, 0Indore-452008 (MP)
(ii) Financial Calendar:
Calendar of events For the Financial Year commencing on 01-04-2014 to 31-03-2015. Audited results for the period 01-04-2014 to 31-03-2015
QUARTER ENDING RELEASE OF RESULTS
For the Quarter ending June 30, 2014 31st July, 2014
For the Quarter ending September 30, 2014 30th October, 2014
For the Quarter ending December 31, 2014 30st January, 2015
For the Quarter ending March 31, 2015 30th May, 2015
(iii) Date of book Closure :
The Company's Register of members and Share Transfer Books shall remain closed from Saturday, 19th September 2015 to Wednesday, 23th September, 2015 (both days inclusive).
(iv) Listing on Stock Exchanges:
The company is listed on Bombay Stock Exchange (BSE)
Phiroze Jeejeebhoy Towers, Dalal street, Mumbai-400001
(v) Stock Code: 511447
(vi). Registrar And Transfer Agents Of The Company -
M/s Purva Sharegistry (India) Private Limited. Unit No. 9, Shiv Shakti Ind. Estt. J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E)- Mumbai- 400 011 Tel- 91-22-2301 3761/8261, Fax: 91-22-2301/2517
(vii). Share Transfer System
Share transfers in physical form are processed and the share certificates are generally returned to the transferees within a period of fifteen days from the date of receipt of transfer provided the transfer documents lodged with the Company are complete in all respects.
(viii). Outstanding Gdrs/Adrs/Warrants Or Any Convertible Instruments, Conversion Date And Likely Impact On Equity-
(ix). Independent Directors' Meeting
During the year under review, the Independent Directors met on March 10, 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.
(xiii). Nomination Facility For Shareholding
As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the Company or download the same from the Company's website. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.
(xiv). Permanent Account Number (Pan)
Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.
(xv). ADDRESS FOR CORRESPONDENCE
M/s Purva Sharegistry (India) Private Limited.
Unit No. 9, Shiv Shakti Ind. Estt. J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E)- Mumbai- 400 011
Tel- 91-22-2301 3761/8261, Fax: 91-22-2301/2517
9. Familiarization Program For Independent Directors
The Company shall through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities. The Familiarization Program For Independent Directors are also available on www.sylphtechnologies.com
10. POLICY FOR MATERIAL SUBSIDIARY AND POLICY ON DEALING WITH RELATED PARTY TRANSATION
In accordance with the requirements of the Listing Agreement, the Company has formulated policies on related party transactions and material subsidiaries. The policies, including the Whistleblower Policy, are available on our website of company- www.sylphtechnologies.com