REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of Listing Agreement with Stock Exchanges)
1) COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. Good Governance practices stem from culture and mind set of the organization. As stakeholders across the country evidence keen interest in the practices and performance of Companies, Corporate Governance has emerged on the centre stage.
The Company has always believed in conducting its affairs in a fair and transparent manner and in maintaining the highest ethical standards in its dealings with all its constituents. It aims to constantly review its systems and procedures at all levels to achieve the highest level of Corporate Governance in the overall interest of all the Shareholders.
In terms of Clause 49 of the Listing Agreements with the Stock Exchanges, the details of compliances made by the Company for the year ended 31st March, 2015 are as follows:
2) BOARD OF DIRECTORS
The Board of Directors is the apex body constituted by the shareholders for overseeing the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that long term interests of the shareholders are being served.
The Board of Directors of your Company comprises of Non-Executive and Independent Directors. As on 31st March 2015, the Board consists of Four Directors out of which Two are Non-Executive Independent Directors. Directors are persons with experience and expertise in Business, Industry, Finance and Law
4) BOARD MEETINGS
i) The Company's Governance policy requires the Board to meet at least four times in a year with a time gap between any two Board Meetings not exceeding one hundred and twenty days.
ii) In terms of Company's Corporate Governance Policy, all statutory, significant and material information (including compliance reports of all laws applicable to the Company as well as steps taken by the Company to rectify instances of non-compliances) are placed before the Board to enable it to discharge its responsibility.
iii) The Internal Guidelines for Board Meetings facilitate the decision making process at the Meeting of the Board in an informed and efficient manner.
5) BOARD AGENDA
Meetings are governed by structured Agenda. The Board Members in consultation with the Chairman may bring up any matter for the consideration of the Board.
6) BOARD PROCEDURE
(i) The Members of the Board have been provided with the requisite information as required by Annexure X to Clause 49 of the Listing Agreements well before the Board Meetings and the same were dealt with appropriately.
(ii) All Directors who are in various committees are within the permissible limits as stipulated in Clause 49(IIC) of the Listing Agreements. The Directors from time to time have intimated to the Company their Memberships/ Chairmanships in various Committees in other Companies.
7) POST MEETING FOLLOWUP SYSTEM
The Governance process in the Company includes an effective post-meeting follow up, review and reporting process for action taken/pending on decision of the Board/Board Committees.
8) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for the Directors and Employees which enable them to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The mechanism also provides for adequate safeguards against victimization of Directors/Employees who avail the mechanism.
This functioning of this Policy is reviewed by the Audit Committee and it is ensured that no employee is denied access to the Committee.
9) COMMITTEES OF THE BOARD
Currently there are three Board Committees- the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The Terms of reference of the Board Committees are determined by the Board from time to time. Meetings of each Board Committee are convened by the respective Committee Chairman. Signed minutes of Board Committee Meetings are placed at the Board Meetings for the information of the Board.
i) AUDIT COMMITTEE
Audit Committee of the Board, inter alia provides re-assurance to the Board on the existence of an effective internal control environment that ensures:-
(a) Overseeing the Company's financial reporting process and the disclosures of its financial information to ensure that the financial statements are correct, sufficient and credible.
(b) Compliance with Listing and legal requirements concerning financial statements.
(c) Recommending to the Board the appointment/re-appointment of Statutory Auditors, fixation of their Audit Fees and approving payments made for any other services rendered by them.
(d) Reviewing with the Management the Quarterly and the Annual Financial Statements before submission to the Board for approval.
(e) Reviewing with the management the performance of the Statutory Auditors and the adequacy of internal control function.
(f) Discussion with the Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussions to ascertain any area of concern.
(g) Reviewing the Internal Audit function and the progress in the implementation of recommendations contained in the Internal Audit Report.
(h) Efficiency and effectiveness of operations.
(i) Valuation of undertakings or assets of the Company, wherever it is necessary.
(j) Reliability of financial and other management information and adequacy of disclosures. (k) Compliance with all relevant statutes.
ii) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee oversees redressal of Shareholders/ Investor grievances relating to transfer of shares, non-receipt of Balance Sheet etc.
The said Committee consists of Mr. A. K. Ghosh, Mr. V. N. Agarwal and Mr. K. K. Ganeriwala of which Mr. A. K. Ghosh is the Chairman.
During the year ended 31st March 2015, no complaints/queries were received and no complaint/query was pending to be resolved as on 31st March, 2015. There were no transfer of shares pending for registration as on 31st March 2015 and all transfers, if any, had been effected within a period of 15 days from the date of their lodgement.
iii) NOMINATION AND REMUNERATION COMMITTEE
The terms of reference of Nomination and Remuneration Committee involves:-
(a) Formulation of criteria for determining qualifications, positive attributes and independence of Director.
(b) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal
The Criteria for performance evaluation of Independent Directors is given below:-
(a) Updated on skills, knowledge, familiarity with the Company, its business and the external environment in which it operates.
(b) Participates in development of strategies.
(c) Committed to the fulfillment of Directors obligations and fiduciary responsibilities.
(d) Quality of analysis and judgment related to progress, opportunities and need for changes.
(e) Contributes adequately to address the top management issues.
(f) Considers adequately before approving any Related Party Transactions
(g) Acts within authority and assists in protecting the legitimate interests of Company, Shareholders and its employees.
(h) Ensures that vigil mechanism has been properly implemented and monitored.
(i) Reports concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy.
(j) Does not disclose confidential information, commercial secrets, technologies, unpublished price sensitive information unless such disclosure is approved by the Board or required by law.
i) There are no materially significant transactions with the Related Parties that may have potential conflict with the interests of the Company at large, except as disclosed in the Notes to the Financial Statements.
ii) No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority on any matter related to the capital markets, during the last three years.
iii) Your Company has a well laid out Code of Conduct and Business Ethics for the Board of Directors and Senior Management Personnel. It is one of the best means for increasing the transparency in the working of the Companies. The Board Members and the Senior Management Personnel of the Company adhere to this principle and compliance with the same is affirmed by each of them annually.
iv) The Company is in compliance with the requirements of the Corporate Governance, which reflects in this Report.
12) MEANS OF COMMUNICATIONS
(i) Quarterly Results: - Quarterly Results were announced within a period of 45 days from the end of the relevant Quarter (except the last quarter) and were published in The Financial Express (English) and The Dainik Statesmen/Ekdin (Bengali) Newspapers. In place of the results for the last quarter, the Company opted to submit the Audited Financial results for the entire financial year.
(ii) Annual Reports:- Annual Reports containing, interalia Audited Annual Accounts, Directors' Report, Auditors' Report and other important information are circulated to members and others entitled thereto.
(iii) Website:- The Quarterly Results are not displayed on the Website of the Company.
(iv) Official News Releases:- Official News Releases, if any, are not displayed on the Website of the Company.
(v) Displays, Presentations etc: - Displays, presentations etc are not made to Institutional Investors/ Analysts and hence not displayed on the Company's Website.
13) GENERAL SHAREHOLDERS' INFORMATION
(i) Company Registration Details:
The Company is registered in the State of West Bengal. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs is L01132WB1979PLC032246
iii) Financial Calendar for the Year 2015-2016:
1st Quarter ending 30th June, 2015 : Before 14th August, 2015
B. 2nd Quarter and Half-year ending 30th September, 2015 : Before 14th November, 2015
C. 3rd Quarter ending 31st December, 2015 : Before 14th February, 2016
D. 4th Quarter and Annual Results for the year ending 31st March, 2016 : Before 30th May, 2016
(iv) Dates of Book Closure : 25th September, 2015 to 29th September, 2015
(Both days inclusive for the purpose of AGM)
(v) Dividend payment date : Not applicable since no dividend has been recommended for the year ended 31st March, 2015.
(vi) Name of the Stock Exchanges at which Equity Shares are listed and Scrip Code assigned to the Company's shares at the respective Stock Exchanges:
The Equity Shares of the Company are listed at the following Stock Exchanges:
1. The Calcutta Stock Exchange Limited (CSE) 7, Lyons Range, Kolkata - 700 001
Scrip Code: 030067
2. The Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, 25th Floor Dalal Street, Mumbai - 400 001
Scrip Code: 512011
The listing fees are being paid to both the Stock Exchanges for the Financial Year 2015-2016.
(vii) Market Price Data:
There was no trading of the shares of the Company at the BSE and CSE during the year ended 31st March, 2015.
(viii) Registrars and Share Transfer Agents:
M/s Link Intime India Private Limited are the Registrar and Share Transfer Agents (RTA) of the Company.
Shareholders may address all their correspondences/queries relating to Dematerialization of Shares, transfer/transmission of physical securities, change of address, non-receipt of dividend or any other query relating to the Shares of the Company to them at the below mentioned Address:-
LINK INTIME INDIA PVT. LTD.
"Fort Burlow", 3rd Floor, 59C, Chowringhee Road, Room No. 5, Kolkata - 700020 Tel : (033) 22890540 Fax No: (033) 22890539 E-mail ID : email@example.com
(ix) Share Transfer System:
All work relating to transfer of Physical Shares are processed by the Company's RTA at their above mentioned Address.
The same are registered and returned within a period of 15 days from the date of receipt if the documents are clear in all respects.
In terms of the requirement of Clause 47(c) of the Listing Agreements with Stock Exchanges, the Company obtains half yearly Certificates from a Company Secretary in practice for due compliance of share transfer formalities.
(x) Dematerialization of Equity Shares:
As on 31st March, 2015, 100% of the Company's total shares representing 26,73,000 equity shares were held in physical form.
(xiii) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion dates and like impact on Equity:
NOT APPLICABLE [The Company has not issued any GDRs /ADRs/Warrants or any other Convertible Instruments]
(xiv) Address for correspondence:
Shareholders should address their correspondence to the Company's RTA at their above mentioned Address or to the Secretarial Department of the Company at the following address:
TEA TIME LIMITED
"Trinity Plaza", 3rd Floor 84/1A, Topsia Road (South) Kolkata - 700 046. Tel : (033) 30216800/6808 Fax No: (033) 30216863 E-mail ID : firstname.lastname@example.org <mailto:email@example.com>
The above report has been placed before the Board at its Meeting held on 28.05.2015 and the same was approved.
V. N. Agarwal
Date :28th May, 2015