REPORT ON CORPORATE GOVERNANCE
The Directors present the Company's Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges.
In Technvision Ventures Ltd, we believe that high standards of Corporate Governance are critical to ensure business success.
The philosophy of the company is to enhance the long-term economic value of the company and its shareholders at large by adopting better corporate practices in fair and transparent manner. The company places emphasis on integrity of internal control systems and accountability and total compliance with all statutory and/or regulatory requirements. Your Company is committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value.
Your Company has a mix of Executive and Non-Executive Directors. The Board consists of 7 Directors comprising 1 Executive Director, 6 Non-Executive Directors and out of which 3 shall Independent Directors. The Board has Two Women Directors out of the Seven above. The composition of the Board represents the finest blend of professionals from various backgrounds which enable the Board to discharge its responsibilities more efficiently and provide effective leadership by taking the Company's business to achieve greater heights. The Chairman of the Board for the financial year 2014-15 was Mr. G. Parameswara Rao, Non-Executive Director. Therefore, the composition of the Board is in compliance with Clause 49 of the Listing Agreement.
Board Meetings and Attendance of Directors
The Board meets at regular intervals to discuss and decides the business policies/strategies and reviews the Financial Performance of the Company and its Subsidiaries. Apart from the above, additional Board meetings will be convened to address specific needs if any of the Company otherwise the Board's approval will be taken by passing resolution by circulation, as permitted by law, which will be approved in the immediate next Meeting of the Board held . The Board meetings are generally held at Registered Office of the Company at Secunderabad. Agenda for each meeting along with the explanatory notes are drafted and distributed well in advance to the Directors. The gap between two consecutive meetings did not exceed four months.
During the year ended on 31st March 2015, the Board met Six times viz. 29th May 2014, 25th July 2014, 29th October 2014, 22nd December, 2014, 30th January 2015 and 27th March, 2015.
Directorships and Committee Memberships
The details of Directorships and Committee Memberships of the Directors as on 31st March 2015 are given below. None of the Directors is a member of committee of more than ten committees of the Board of the Company and other companies and are acting as a Chairman of more than five committees across of all the companies including the company, in which they are Directors.
Committees of the Board
The Board has constituted the following Committees and each Committee has its terms of reference. The Chairman of each Committee along with the other Members of the Committee and if required, other Members of the Board, decide the agenda, frequency and the duration of each meeting of that Committee. All the decisions pertaining to the constitution of the Committees, appointment of members, and fixing of terms of reference for committee members are taken by the Board of Directors. Currently, the Board has Three Committees titled as:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee;
(a) Audit Committee
The Audit Committee acts as a via media between the management, the statutory auditors and the Board of Directors. Mr.G.R. Venugopala Chary as Chairman heads the Committee. The internal auditors and statutory auditors are invitees to the meetings. The Company Secretary acts as Secretary to the committee.
The brief description of terms of reference inter alia includes:
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. Recommendation for 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 auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Clause (c) of Sub-Section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the 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, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's 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, adequacy of the internal
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 the 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 (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
21. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
22. Review and monitor the auditor's independence and performance and effectiveness of audit process;
23. Examination of the financial statement and the auditors' report thereon;
24. Approval or any subsequent modification of transactions of the company with related parties;
25. Scrutiny of inter-corporate loans and investments;
26. Valuation of undertakings or assets of the company, wherever it is necessary;
27. Evaluation of internal financial controls and risk management systems;
28. Monitoring the end use of funds raised through public offers and related matters;
29. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company; and
30. The Audit Committee shall have authority to investigate into any matter in relation to the items specified (as mentioned at S.No. 21 to 28 above) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.
31. The auditors of a company and the key managerial personnel shall have a right to be heard in the Meetings.
(b) Audit Committee meetings:
The Audit Committee met six times during the Financial Year 2014-15. The maximum time gap between any of the two meetings was not more than four months.
The Audit Committee meetings were held on 29th May 2014, 25th July 2014, 29th October 2014, 22nd December, 2014, 30th January 2015 and 27th March, 2015.
(b) Nomination and Remuneration Committee:
The purpose of remuneration committee is to discharge the Board's responsibilities relating to remuneration of the Company's Executive Directors and to administer the issue of shares and share warrants as per SEBI (ICDR) Regulations, 2009. The committee has overall responsibility for approving and evaluating and recommending plans, policies and programs for the above mentioned purposes.
Terms of reference
The broad terms of reference of the Nomination and Remuneration Committee are:
1. 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;
2. carry on the evaluation of every director's performance;
3. formulation of the criteria for determining qualifications, positive attributes and independence of a director;
4. recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
5. formulation of criteria for evaluation of Independent Directors and the Board;
6. devising a policy on Board diversity;
7. Look after, handle and administer the issue of shares and share warrants as per Regulation 71 of SEBI (ICDR) Regulations 2009 and
8. any other matter as the Board may decide from time to time.
Composition, Meetings and Attendance
The remuneration committee of the Company comprises Four Non-Executive Directors as members. 3 of them are Independent Directors. During the year 2014-15, the Nomination and Remuneration committee has met on 12th August, 2014. 22nd December, 2014 and 30th January, 2015 during the year 2014-15.
The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. The workers at the factory as well as those rendering clerical, administrative and professional services are suitably remunerated according to the industry norms.
(c) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee consists of
The Chairman of the Committee is an independent non-executive Director. The Committee has met on 12th August, 2014, 29th October, 2014 and 30th January, 2015 during the year 2014-15.
Mrs. Geetanjali Toopran, Executive Director was the Compliance Officer during the year under review due to Resignation of Mr. Sulabh Mishra, Company Secretary with effect from 11.06.2014. She performed the functions of monitoring the complaints received vis-a-vis share transfer and other related processes and reported them to the Board. She also carried out her responsibility as liaison officer with the investors and regulatory authorities, such as SEBI, Stock Exchanges, Registrar of Companies, R.B.I. in respect of implementing laws, Rules and regulations, and directives of such authorities concerning investor service and complaints.
Corporate Social Responsibility Committee
The Company has set up a CSR Committee to inter alia
(a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII;
(b) Recommend the amount of expenditure to be incurred on the activities referred to in Clause (a); and
(c) Monitor the Corporate Social Responsibility Policy of the company from time to time.
(d) Prepare a transparent monitoring mechanism for ensuring implementation of the CSR Projects or Programs or Activities undertaken by the Company.
The Company has adopted the Whistleblower policy during the year. Employees are not denied access to approach the management on any issue concerning unethical behavior, act or suspected fraud or violation of Company's Code of Conduct Policy.
Independent Directors' Meeting
During the year under review, the Independent Directors met on 29th October, 2014, inter alia to discuss:
i. review the performance of non-independent Directors and the Board as a whole;
ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive Directors;
iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Company follows the accounting standards and guidelines laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.
Materially Significant Related party transactions
During the year, the Company has not entered into any transactions of material nature with the Directors, their relatives or management which is in conflict with the interest of the Company.
All the related party transactions are strictly done on arm's length basis according to the Related Party Transaction Policy adopted by the company which can be accessed on the website: www.technvision.com. The Company presents a statement of all related party transactions before the Audit Committee on a quarterly basis, specifying the nature and value of the transaction.
Disclosure on materially significant related party transactions are made under Notes forming part of the accounts in accordance with provisions of Accounting Standard 18.
Such transactions are provided to the Board, and the interested Directors neither participate in the discussion, nor do they vote on such matters, wherever approval of the Board is sought.
There is no pecuniary relationship or transactions of non-executive Directors' vis-a-vis the Company that has potential conflict with the interests of the company at large.
There has been no non-compliance by the Company of the regulations imposed by the Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets during the last 3 years.
Investor Requests/Complaints for the period 1st April 2014 to 31 March 2015.
During the year ended on 31st March, 2015, No Complaints were received from the Shareholders.
Means of communication
Financial results of the Company (Quarterly, half-yearly and Annual) have been approved by the Board and intimated to the Stock Exchanges and are published in all editions of Business Standard and Hyderabad edition Telugu News Paper viz. Neti Dina Patrika Surya.
General shareholder information
A. Day and Date :
Wednesday, the 30th September, 2015 TIME : 3.00 PM
VENUE : Hotel BLUE ORCHID, Hall No.1, 2nd Floor, Habsiguda X Roads,Secunderabad - 5000 07.
B. Book Closure Dates :
23rd September, 2015 to 30th September, 2015
C. Financial Calendar for the Accounting year 2015-16
Results for Quarter ending June, 2015 - Within 45 days of the quarter
Results for Quarter ending September, 2015 - Within 45 days of the quarter
Results for Quarter ending December, 2015 - Within 45 days of the quarter
Results for Quarter ending March, 2016 - Last week of May 2016
D. Listing of Shares
The equity shares of the company are listed at:
The Bombay Stock Exchange Ltd., Mumbai, 1st Floor, New Trading Ring, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 and the listing fee for 2014-15 has already been paid by the Company.
E. Stock Code
(a) Trading Symbol : TECHNVISN
(b) Demat ISIN Number in NSDL and CDSL : INE314H01012
(c) Scrip ID : 504121
F. Stock Market Data
National Securities Depository Limited
Trade World, Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai- 400 013
Central Depository Services (India) Limited
Phiroze Jeejeebhoy Towers, 28th Floor. Dalal Street, Mumbai-400 023
G. Registrar & Share Transfer Agents:
The company has appointed M/s. Venture Capital and Corporate Investments Private Limited as the Registrar and Transfer Agents for both physical and electronic shares. The ISIN No. of the Company's shares is INE314H01012.
The address of the Registrar and Transfer Agent is as follows:
M/s. Venture Capital and Corporate Investments Private Limited 12-10-167, Bharatnagar, Hyderabad, Telangana, India - 500 018.
Phone Nos.: 040-23818475 / 476, Fax No.: 040-23868024 Website: http://www.vccipl.com E-Mail ID: firstname.lastname@example.org
Shareholders are requested to address all correspondence such as for transfer, transmission, Electronic Clearing Service, Demat related queries etc., to the Registrar and Transfer Agent
H. Dematerialisation of shares:
5892849 equity shares representing 93.91% of the total paid up equity capital were held in dematerialized form with the National Securities Depository Limited and Central Depository Services (India) Ltd. as on 31 March 2015.
Shareholders holding shares in physical form are requested to convert their physical holdings to demat / electronic form through any of the registered Depository Participants (DPs) to avoid the hassles involved in dealing in physical shares such as possibility of loss, mutilation, etc and also to ensure safe and speedy transaction in respect of the shares held and payment of dividend thereof.
I. Address for Investor Correspondence
Mr. Diddiga Santosh Kumar Company Secretary
1486 (12-13-522), Lane No. 13, Street No. 14,
Telangana, India - 500 017.
Phone Nos.: 040-2717 0822, 27175157, 27177951,
Fax No.: 040-2717 3240
By order of the Board TechNVision Ventures Ltd.,
sd/-G. Parmeswara Rao
1486 (12-13-522), Lane No. 13, Street No. 14, Tarnaka, Secunderabad - 500 017. Telangana, India
Phone Nos.: 040-2717 0822, 27175157, 27177951,Fax No.: 040-2717 3240
Date: 24th July, 2015