CORPORATE GOVERNANCE REPORT
1. Company's philosophy on Corporate Governance:
Thakral Services (India) Limited is managed by the Managing Director under the supervision and control of the Board of Directors. Your Company firmly believes that implementation of good corporate governance will help the Company to achieve corporate goals and to enhance shareholders' value. It has been our endeavor to give importance on ensuring fairness, transparency, accountability and responsibility to shareholders besides implementing practices voluntarily that would give optimum information and benefit to all stakeholders, customers, employees and the society alike.
2. Board of Directors i) Composition
Your Company's Board of Directors comprises of 7 Directors. The Managing Director, 6 are Non-Executive Directors out of which 2 are Independent Directors. The Chairman of the Company is non-executive. The Board structure is as under:
ii) What constitutes Independence of Directors:
For a Director to be considered independent, the Board determines that the Director does not have any direct or indirect material pecuniary relationship with the Company. The Board has adopted guidelines which are in line with the applicable legal requirements
iv) Board Procedure:
Number of Board Meetings held and the dates on which held
Since the commencement of the financial year 2014-2015, a total of 7 Board meetings were held on the following dates viz. 29.05.2014, 12.08.2014, 13.11.2014, 23.01.2015, 12.02.2015, 18.02.2015 and 26.03.2015. The maximum time gap between two board meetings was not more than four calendar months.
Circulation of Information and Board material:
The information as required under Annexure IA to Clause 49 of the Listing Agreement is made available to the Board. The agenda and the relevant papers for the Board Meeting are circulated in advance to facilitate the Board members to take informed decision. Where it is not practicable to attach any document to the Agenda, the same is tabled before the meeting with specific reference to this effect in the Agenda. However, in case of urgent business need the Board's approval is taken by circulating the resolution, which is ratified in the next Board Meeting.
v) Disclosure regarding appointment/re-appointment of Directors:
Mr.Kanwaljeet Singh Bawa Director and Mr.Chennoth Divakara Prabhu Rajendran Director retiring at the ensuing Annual General Meeting being eligible offers themselves for re-appointment. Mrs.Prasanna Panicker is being appointed as director, who was appointed as additional director on 29-5-2015.
3. Independent Directors:
The Company has complied with the definition of Independence as per Clause 49 of the Listing Agreement and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.
Training of Independent Directors:
Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Company's culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risks and management strategy.
Performance Evaluation of non-executive and Independent Directors
The Board evaluates the performance of Non-executive and Independent Directors every year. All the Non-executive and Independent Directors are eminent personalities having wide experience in the field of business, industry and administration.
Their presence on the Board is advantageous and fruitful in taking business decisions.
Separate Meeting of the Independent Directors:
The Independent Directors held a Meeting on 28th March, 2015, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting. The following issues were discussed in detail:
I) Reviewed the performance of non-independent directors and the Board as a whole;
II) Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;
III) Assessed 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.
4. Audit Committee:
i) Constitution and Composition of the Audit Committee.
The Audit Committee of the Board of Directors has its constitution in compliance of provisions of the Corporate Governance requirements (as per Clause 49) of the Listing Agreement.
The Audit committee consists of three Directors as under:
1) Mr. K.S. Bawa (Non- Executive Director) - Member
2) Mr. Joseph Sequeira (Independent Director) - Chairman
3) Mr. K R Vijayendra (Independent Director) - Member
ii) Audit Committee meeting and Directors Attended.
The Committee met four times during the year 2014-15 i.e on 28.05.2014, 11.08.2014, 12.11.2014 and 11.02.2015. Mr.K R Vijayendra attended three meetings. Mr.K S Bawa and Mr.Joseph Sequeira attended all the meetings.
iii) Terms of Reference
The terms of reference for the Committee as laid down by the Board include the following:
a) Overseeing your Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
b) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.
c) Reviewing with management, the quarterly and annual financial statements before submission to the board, focusing primarily on:
i) Any change in accounting policies and practices
ii) Major accounting entries based on exercise of judgment by management.
iii) Qualification in draft audit report.
iv) Significant adjustments arising out of audit.
v) The going concern assumption.
vi) Compliance with accounting standards.
vii) Compliance with stock exchange and legal requirements concerning financial statements and other terms of references as required under Companies act, 2013 and listing agreement.
5. Nomination and Remuneration Committee
i) Remuneration Policy
The Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to the Directors. All Board-level compensation is approved by shareholders, and separately disclosed in the financial statements.
The Nomination and Remuneration Committee makes an annual appraisal of the performance of the Executive Director(s). The annual compensation of the Executive Directors(s) is approved by the Nomination and Remuneration Committee, within the parameters set by the shareholders at the shareholders' meetings.
Remuneration payable to each of the Independent Directors by way of sitting fee is limited to a fixed amount per year as determined and approved by the Board, subject to the limit approved by members of the Company in general meeting and calculated as per the provisions of the Companies Act, 2013.
ii) Terms of reference of Nomination and Remuneration Committee
The Nomination and remuneration committee may also make recommendations to the Board with respect to incentive compensation plans, remuneration of Non Executive Directors, shall review and reassess the adequacy of this charter annually and recommend any proposed change to the Board for its approval and annually review its own performance.
iii) Constitution and Composition of the Nomination and Remuneration Committee
The Company had constituted the Nomination and Remuneration Committee in compliance with provisions of the Corporate Governance requirements (Clause 49) of the
The Nomination and Remuneration committee consists of three Non-Executive Directors as under:
1) Mr. Joseph Sequeira - Member
2) Mr. K.S. Bawa - Member
3) Mr. K.R. Vijayendra - Chairman
6. Stakeholders' Grievance Committee:
i) Constitution of Committee
In pursuance to the Listing Agreement with Stock Exchange(s), the Board had constituted the Stakeholders' Grievance Committee.
ii) Composition of the Committee:
The Grievance committee consists of three Directors as under:
1) Mr. K.S. Bawa - Member
2) Mr. R.C. Bhavuk - Member
3) Mr. K.R. Vijayendra - Chairman
iii) Compliance Officer:
Name and Designation of : Ms.Pooja Jain - Company Secretary. Compliance Officer
iv) Shareholders' Complaints:
The company has received complaints from the shareholders and all complaints were resolved to the satisfaction of shareholders and there is no pending complaints with the Company.
i) There was no materially significant related party transaction that may have potential conflict with the interests of the Company at large. Details of related party transactions are disclosed under notes on account, given elsewhere in this report.
ii) There was no non-compliance by the Company relating to SEBI, Stock exchange, other statutory authorities and requirements relating to capital markets, during the last three years.
9. Means of Communication
Quarterly Results are published in two newspapers i.e. Business Standard (English) and Sanjevani (Vernacular language newspaper). The same is displayed in official website of Limited (www.bseindia.com).
10. GENERAL SHARE HOLDERS' INFORMATION
i. Annual General Meeting
Date : 30.09.2015
Day : Wednesday
Time : 10 AM
Venue : Rohini Hall, Hotel Ajantha, 22-A, M.G.Road, Bengaluru - 560 001
(Opposite to HSBC Bank)
The financial year of the Company is for a period of 12 months from Ist April 2015 to 31st March 2016.
First Quarter results : by end of July'2015
Second Quarter results : by end of October'2015
Third Quarter results : by end of January'2016
Fourth Quarter results : by end of April'2016
iii. Book Closure
1. Date of Book Closure : 23-09-2015 to 30-09-2015 (both days inclusive )
iv. Listing on stock Exchanges
a. Stock Exchange Listing:
01. BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
It is further submitted for information shareholders ofthat the Annual listing fees 2015-2016 has been ofpaid.
b. Stock Exchange Security Scrip Code:
BSE - 509015 (Scrip ID: THAKRAL) 25
vi. Registrar and transfer agents:
INTEGRATED ENTERPRISES (INDIA) LTD CIN NO: U65993TN1987PLC014964 No. 30, Ramana Residency, 4th Cross, Sampige Road Malleswaram, Bangalore - 560003 Tel: +91-80-23460815-818 Fax: +91-80-23460819
vii. Share Transfer System:
Equity shares sent for transfer in physical form are normally registered by our Registrar and Share Transfer Agent within 15 days of receipt of the document, if documents are found in order. Shares under objection are returned within two weeks. All the transfer requests are approved by the Share Transfer Committee of the Company at its various meetings held during the year under review. The Company conducts periodical audit of share transfer system and securities issued, through competent professionals.
x. Dematerialization of shares:
Trading in equity shares of the Company is permitted only in the dematerialized form. The Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable the shareholders to hold shares in electronic form with the depository. Out of total equity share capital of 1,17,35,080 Equity shares, 56.38% ( 66,16,713 equity shares) are held in dematerialized form with NSDL and 39.83% (46,73,546 equity shares) are held in dematerialized form with CDSL. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.
xi. Nomination Facility:
Shareholders holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company, as permitted under section 72 of the Companies Act 2013 & rule 4.17(1) & (3) under Share Capital and Debentures Rules, 2014 are requested to submit the prescribed form in Form.No.4.13 for this purpose. Shareholders may write to the Company or its Registrars and Transfer Agents for a copy of the Form.
xii. Address for Correspondence:
8* Floor "THE ESTATE" No.121, Dickenson Road, Bengaluru - 560042 CIN:L70101KA1983PLC005140 Telephone No: 080-25593891 Fax No: 080-25595739 Website : www.thakral-india.co.in
b. Address for Investor Correspondence Registrar & Share Transfer Agent
M/s.Integrated Enterprises (India) Ltd (Formerly Alpha Systems Pvt. Ltd.) # 30, Ramana Residency, 4* Cross, Sampige Road, Malleswaram, Bengaluru- 560 003 Tel: 080-23460815 / 16 / 17 / 18 Fax: 080-23460819