CORPORATE GOVERNANCE REPORT
As per SEBI Circular dated 15th September 2014, revised Clause 49 of Listing Agreement is not applicable as the paid up Equity share capital is not exceeding rupees ten Crore and Net worth not exceeding rupees twenty five crore .However to ensure good corporate governance practice, our company is in compliance with revised clause 49 of Listing Agreement.
The Company's Corporate Governance philosophy rests on the pillars of integrity, accountability, equity, transparency and environmental responsibility that conform fully with laws, regulations and guidelines. This philosophy has been sought to be strengthened through the IAL Code of Conduct, code for prevention of Insider Trading which have been adopted Its philosophy on the code of Corporate Governance is:
•To ensure adequate control systems to enable the Board to efficiently conduct the business and discharge its responsibilities to shareholders.
•To ensure that the decision making process is fair, transparent and equitable.
•To ensure fullest involvement and commitment of the management for maximization of stakeholders value.
•To imbibe the corporate values in the employees and encourage them in their conduct.
•To ensure that the Company follows the globally recognized Corporate Governance practices.
II.BOARD OF DIRECTORS
a. Composition of the Board
As on 31st March 2015 the Board of Directors comprises 4 Directors, out of which Two (2) are Executive Directors, one (1) is Independent Director and one (1) is Additional Non-Executive Women Director. The Chairman is Non-executive Director and 1/3 of the Board comprises Independent Directors. During the year 2014-2015, following changes took place in the composition of the Board:
b. Independent Director
The Non-Executive Independent Director fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013, and rules made thereunder and meet the requirements of clause 49 of the listing agreement with the stock exchanges. The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act 2013 that he meets the criteria of independence laid down in section 149(6) of the Companies Act 2013 and clause 49 of the Listing Agreement.
c.Familiarization Programme for Independent Directors
Each newly appointed Director is taken through a formal induction and familiarization programme. The Programme has been designed to familiarize the independent directors with the Company, their roles, rights, responsibilities and liabilities in the Company, nature of the industry in which the Company operate, business model of the Company etc., through various programmes/ sessions. The Programme aims to provide insights into the Company to enable the Independent Director to understand its business in depth and contribute significantly to the Company
The details of programmes for familiarisation of Independent Director with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the following link: http//www. synthikofoilsltd.com
Clause 49 of the Listing Agreement directed that the Board shall monitor and review the Board evaluation framework. The Companies Act 2013 states that a formal annual evaluation needs to be conduct by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.
However the Board advised to conduct more familiarisation program for the Board Members to keep them updated with any amendment in statutory requirements, business updates and operations of the Company etc. enabling them to contribute better for business development and implement good corporate governance practice in the Company.
e.Details of Director seeking appointment/reappointment at the forthcoming Annual GeneralMeeting [pursuant to clause 49 (iv) (G)]
• Mr. Bhavesh Dadhia
Mr. Bhavesh Dadhia is a Whole-Time Director & CEO, leads the strategic direction of the Company. He is responsible for all business extensions into other high growth sectors.
None of the Directors have material pecuniary relationship with the Company apart from those mentioned in the Annual Report.
f.Payment of compensation to Non-Executive directors
During the financial year 2014-15, no amount has been paid to Non-Executive Directors of the Company either as fees, compensation or otherwise. The Non-Executive Directors of the Company do not hold any shares of the Company COMMITTEES OF THE BOARD:
The Board has set up various level committees in accordance with the Listing Agreement with the Stock Exchanges. The details of committees of Board of Directors of the Company are as under:
(i) Audit Committee
As on 31st March 2015, the Audit Committee comprised of one Independent Director namely Mr. Dilip Punjabi, Mr. Ramesh Dadhia Managing & Executive Director and Mr Bhavesh Dadhia Whole time Director of the Company. Chairman of the Committee is. Mr. Dilip Punjabi, Independent Director. The members of the Committee are well versed in finance, accounts, company law and general business practices.
b.Meetings of the Audit Committee:
The Audit Committee met four times during the financial year 2014-15 on 31st May, 2014, 14th August, 2014, 13th November, 2014 and 14th February, 2015. The gap between two Audit committee meetings was not more than four months.
The audit committee meetings are also generally attended by the representatives of Statutory Auditors and Head of Finance Functions of the company. The Minutes of the meeting of Audit Committee were discussed and taken note by the Board of Directors. The details of attendance of the Members in meetings are as follows:
1. In above table 'I & NED' refers to Independent & Non-executive Director and WTD refers to Whole-time Director. Broad terms of reference of the Audit Committee are as per following:
1)Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
2)Recommending the appointment, remuneration and terms of appointment of auditors of the company
3)Approval of payment to statutory auditors for any other services rendered by the statutory auditors
4)Reviewing, with the management the annual financial statements and the auditor's report thereon, before submission to the board for approval, with particular reference to:
a.Matters required to be included in Director's Responsibility Statement included in Board's report.
b.Changes, if any, in accounting policies and practices and reasons for the same.
c.Major accounting entries based on exercise of judgment by management.
d.Significant adjustments made in the financial statements arising out of audit findings.
e.Compliance with listing and other legal requirements relating to financial statements.
f.Disclosure of any related party transactions.
g.Qualifications in the draft audit report.
5)Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6)Reviewing, with the management, statement of uses and application of funds raised through an issue, statement of funds utilised for other purposes and report of monitoring agency.
7)Review and monitor the auditors' independence and performance, and effectiveness of audit process.
8)Approval or any subsequent modification of transactions of the company with related parties.
9)Scrutiny of inter-corporate loans and investments.
10)Valuation of undertakings or assets of the company, wherever it is necessary;
11)Evaluation of internal financial controls and risk management systems;
12)Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;
13)Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit
14)Discussion with internal auditors of any significant findings and follow up there on.
15)Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16)Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17)To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18)To review the functioning of the Whistle Blower mechanism.
19)Approval of appointment of CFO
20)To review report submitted by Monitoring Agency informing material deviations in the utilization of issue proceeds and to make necessary recommendations to the Board, if, when and where applicable.
21)Carrying out any other function as is mentioned in the terms of reference of the Audit committee.
The Audit Committee exercises all powers, performs such functions and reviews information as prescribed in clause 49 of the Listing Agreement read with section 177 of the Companies Act, 2013 to the extend as applicable. (ii) Stakeholders Relationship Committee a. Composition:
The Stakeholders Relationship Committee is constituted by the Board to redress any grievances of the Investors
c.Functions of the Committee:
The Stakeholders Relationship Committee functions with the objective of looking in to redressal of Shareholders' and Investors' grievances relating to shares sent for registration of transfer, non-receipt of Annual Report etc.
d.Details of Shareholders' Complaints Received, Solved and Pending Share Transfers
The total number of complaints received and replied to the shareholders during the year ended March 31, 2015 were 3. There were no complaints outstanding as on March 31, 2015. The number of pending share transfers and pending requests for dematerialization as on March 31, 2015 were Nil. Shareholders'/Investors' complaints and other correspondence are normally attended to within seven working days except where constrained by disputes or legal impediments. No investor grievances remained unattended/pending for more than thirty days as on March 31, 2015.
III.SUBSIDIARY MONITORING FRAMEWORK
The Companydoes not have any subsidiary Company as on31st March,2015.
The performance and management of the subsidiary is monitored inter-alia by the following means:
Financial Statements and in particular the investments made by the unlisted subsidiary company are reviewed by the Audit Committee of the Company.
IV.The Minutes of the Board Meetings of the subsidiary company are placed before the company's Board for its regular review AFFIRMATIONS AND DISCLOSURES
a.Listing Agreement Compliances
The Company complies with all the requirements of the listing agreement with the stock exchanges and the mandatory requirements of clause 49 of the listing agreement with the stock exchanges.
b.Related party transactions
All transactions entered into with the Related Parties 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 arm's length basis and to do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year. Related party transactions have been disclosed under the note 19 of significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". A statement in summary form of transactions with related parties in the ordinary course of business and arm's length basis periodically placed before the Audit committee for review and recommendation to the Board for their approval.
As required under Clause 49, the Company has formulated a policy on dealing with Related Party Transactions. The Policy is available on the website at the following link: http://www.synthikofoilsltd.com
c.Statutory Compliances, Penalties and strictures.
The Company has complied with all requirements of the Listing Agreements entered into with the Stock Exchanges as well as the regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non- compliance of any matter related to the capital markets during the last three years.
d.Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) and sub section (10) of the Companies Act, 2013, and clause 49 of the listing agreement with the stock exchanges, the Company has established a Vigil Mechanism Policy for its Directors and Employees to safeguard against victimization of persons who use vigil mechanism and report genuine. The Audit Committee of your Company oversees the Vigil Mechanism.
The policy on Vigil Mechanism may be accessed on Company's website at the following link: http://www. synthikofoilsltd.com
e. Insider Trading Code
With a view to regulate trading in securities by the Promoters, Directors and Designated/ Specified Employees, the Company has adopted a Code of Conduct for prevention/prohibition of Insider Trading.
f. Disclosure of Accounting Treatment
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
G .Risk Management
Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board.
h. Management Discussion and Analysis Report
A Management Discussion and Analysis Report forms part of the annual report and includes discussion on various matters specified under Clause 49[VIII][D] of the Listing Agreement.
i.CEO & CFO certification
Mr. Rameshchandra Dadhia, Managing Director and Mr. Bhavesh Dadhia, Whole-time Director & Chief Executive Officer have provided certification on financial reporting and internal control to the Board as required under clause 49(IX) of the Listing Agreement. A copy of the certificate is annexed to this Annual Report. j. Code of Conduct
The Board has implemented a Code of Conduct for all Board members and senior management of the Company. The Code has been circulated to all members of the Board and Senior Management Personnel and has also been uploaded on the website of the Company i.e. http://www.synthiko.com the compliance of Code has been affirmed by all of them. A declaration by the Managing Director of the Company is given below: "I, Rameshchandra Dadhia, Managing Director of Synthiko Foils Limited, in terms of provisions of clause 49 of the Listing Agreement entered with the Stock Exchanges, hereby confirm that all Board Members and Senior Management Personnel have affirmed the compliance with the "Code of Conduct of Directors and Senior Managerial Personnel" of the Company during the financial year ended March 31, 2015."
V. Means of Communication
a.The Company has its own web site and all vital information relating to the Company etc. have been uploaded on the web site for the benefit of the public at large. Company's web site address is www.synthikofoilsltd.com
b.Designated email-id: The Company has designated email-id email@example.com for investor servicing.
c.SEBI Complaint Redressal Systems (SCORE):
The Investors' Complaints are also being processed through the centralized web base compliant redressal system. The salient features of SCORES are available in centralized data base of complaints, uploading online action taken reports by the Company. Through SCORES the investors can view online, the action taken and current status of the Complaints.
I. GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting is to be held on Wednesday, 30th September 2015 at 84/1, 84/2, Jamsar Road, Jawhar, Thane 401603 at 2.00 p.m.
Financial Year : 1st April to 31st March
Date of Book Closure : Monday, 23nd September 2015 to Tuesday, 30th September 2015 (Both days inclusive for the purpose of AGM)
Dividend Payment Date : N.A.
Listing of Stock Exchange : BSE Limited (BSE).
Bombay Stock Exchange Ltd. (Demat segment): : 513307
National Stock Exchange of India Ltd. (Demat segment): : N.A
Demat ISIN in NSDL and CDSL for Equity Shares: : INE363L01011
Registrar and Share Transfer Agent : M/s Purva Sharegistry India Pvt Ltd. 9,Shiv Shakti Industrial Estate, Sitaram Mills Compound, J. R.Borich Marg, Opp. Kasturba Hospital, Lower Parel (E), Mumbai. Phone:022-23016761, Fax:022-23018261 Email id : firstname.lastname@example.org
Share Transfer system:
The Company's shares are traded in Stock Exchange compulsorily in demat mode. Shares in physical mode which are lodged for transfer are processed and returned to the shareholders within 15-20 days from the date of receipt.
Dematerialization of shares:
As on 31.03.2015 144500 Equity shares of the Company, representing 16.60% of its issued capital, were held in dematerialized form and the balance 83.40% representing 7,25,500 equity shares were held in physical form. Distribution of shareholding as on 31st March, 2015.
Outstanding Number of GDRs /ADRs /Warrants etc:
The Company has not issued any GDRs/ADRs and No outstanding warrants are pending for subscription.
Location of Manufacturing Units:
•84/1, 84/2, Jamsar Road, Jawhar, Thane 401603
•Bldng No. 3, Near Anand Mangal Indl Estate, Sativali Road, Vasai (E), Dist. Thane Address for correspondence
1.Any Queryon Annual Report: Compliance Officer B-302, Jamna Darshan, Dr. N.R. Karode Road, S.V. Road, Borivali (W), Mumbai -400092 Phone:022-28640863 Emailid for investors: email@example.com
2. Shareholders correspondence should be addressed to: M/s Purva Sharegistry India Pvt Ltd. 9, Shiv Shakti Induatrial Estate, Sitaram Mills Compound, 400078 J. R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel (E), Mumbai, Phone:022-2594 6970, Fax:022-25946969 Tele: 022-23016761/23018261 Email id: firstname.lastname@example.org
Shareholders holding shares in electronic mode should address their correspondence to their respective Depository Participants.
For and on be half of Board of Director
Rameshchandra Dadhia Managing Director & CFO
Bhavesh Dadhia Whole time Director & CEO
Date: 14 / 08 / 2015