REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement)
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Your Company is committed to the adoption of best governance practices and its adherence in the true spirit, at all times. Our governance practices stem from an inherent desire to improve and innovate and reflect the culture of trusteeship that is ingrained in our value system and forms part of the strategic thought process. Our governance philosophy rests on five basic tenets: Board accountability to the Company and shareholders; strategic guidance and effective monitoring by the Board; protection of minority interests and rights; equitable treatment of all shareholders as well as superior transparency; and, timely disclosure.
In line with this philosophy, your Company continuously strives for excellence through adoption of best governance and disclosure practices. Your Company is fully compliant with all the provisions of the Clause 49 of the Listing Agreement with the Stock Exchanges dealing with the Code of Corporate Governance. The Code of Corporate Governance & the Company's Code of Conduct are available on the Company's website namely www.timesguarantylimited.com
2. BOARD OF DIRECTORS
Composition of Board :
The present strength of the Board is four, out of which two Directors are Independent Directors. All the Directors are non- executive Directors.
Meetings and Attendance of Directors thereat
The Board of Directors meets at least once in a quarter and the maximum time gap between two meetings is not more than 120 days. In case of exigencies or urgency of matters, resolutions are passed by circulation, for such matters as permitted by law. Additional meetings of the Board are held as and when deemed necessary by the Board. Board meetings are generally held at place where the registered office of the Company is situated
Profile of Directors seeking appointment/ re-appointment:
The Companies Act, 2013 (new Act) has introduced the provisions of Independent Director for the first time. Prior to introduction of Companies Act, 2013 the Independent Directors were being appointed as per the provisions of Listing Agreements entered into by the Company with the Stock Exchanges. Your Company has also appointed Independent Directors in accordance with the provisions of Listing Agreements with the Stock Exchanges. The Independent Directors so appointed by the Company did not have any specific term of appointment and were also subject to retirement by rotation in accordance with the Companies Act, 1956. However under the new Act, Section 149(10) and (11) states that Independent Directors shall hold office for a term upto five consecutive years and shall be eligible for reappointment for another term of 5 consecutive years provided they shall not hold office for more than two consecutive terms of 5 years each. Their tenure as Independent Director prior to commencement of the aforesaid provisions of the new Act shall not be considered for calculation of the two consecutive terms of 5 years. Further section 149(13) and 152(6) of the new Act, exclude Independent Directors from the ambit of Directors liable to retire by rotation. Since the Company's Independent Directors have been appointed under the old Act without any specific term liable to retirement by rotation, as a prudent practice, it is necessary to bring their appointment in line with the new Act by rendering them not liable to retire by rotation and restricting their tenure of appointment for a period of five years. Therefore, your Company is putting forth the proposal for appointment of Mr. Avinash Jain and Mr. Arun Arora, the Independent Directors, as Directors not liable to retire by rotation for a period of 5 years at the ensuing Annual General Meeting. Mr. S. Sivakumar, Non-Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for his re-appointment.
Brief Profile of the Directors seeking appointment and re-appointment are as under: Mr. S Sivakumar (DIN: 00105562):
Mr. S Sivakumar (DIN: 00105562), : 48, M.Com, F.C.A. FICWA has 26 years of experience in Finance. He is a Director of your Company from July 30, 1998. He is a member of the Audit Committee and Stakeholders' Relationship Committee of your Company. He is also Director of Times Infotainment Media Limited, Times Innovative Media Limited, Mirchi Movies (India) Limited, Alternate Brand Solutions (India) Limited, Times of Money Financial Services Limited, Brand Equity Treaties Limited, Centre for Excellence in Management Training and Development, Bennett Property Holdings Company Limited. He is also Nominee Director of Aegon Religare Life Insurance Company Limited. He is a Chairman of the Audit Committee of Bennett Property Holdings Company Limited. He is also a member of Corporate Social Responsibility Committee and Nomination & Remuneration Committee of Bennett Property Holdings Company Limited. He is also member of Times Infotainment Media Limited and Times Innovative Media Limited.
Mr. Avinash Jain (DIN: 00330054):
Mr. Avinash Jain (DIN: 00330054), 49, B.Com (Hons), FCA, is a practicing Chartered Accountant who has over 27 years experience in the field of taxation and auditing. Mr. Jain is Chairman of the Audit Committee of the Board. Mr. Jain is a Director in our Company and does not hold Directorships in any other Companies.
Mr. Arun Arora (DIN: 00172044):
Mr. Arun Arora (DIN: 00172044), 69, is a Harvard alumnus, a Chemical Engineer, fellow of Indian Institute of Chemical Engineers. He is also Director of Setco Automotive Limited, Worldwide Media Private Limited, Edvance Learning Private Limited, Edvance Online Private Limited, Edvance Pre-Schools Private Limited and SE Transstadia Private Limited. He is a member of Audit Committee and also a Chairman of the Remuneration and Shareholders/Investors' Grievance Committee of Setco Automotive Limited. Mr. Arora is a Member of the Audit Committee of the Board. Mr. Arora is a former President and Executive Director of Bennett, Coleman & Co. Ltd. (The Times of India Group) and CEO of The Economic Times. He has had a 38 year long illustrious career in media and is on the boards of several companies. Mr. Arora was involved in setting up many new businesses across media platforms in print, radio, television, music and home entertainment. Brands launched by him include Times Music, Zoom, Times Multimedia and Planet M. He spearheaded the formation of various joint ventures of Bennett, Coleman & Co. Ltd. .
In the past, Mr. Arora was founder CEO of Sony Entertainment Television, Chairman - United News of India, Vice-Chairman - Radio Mirchi and Vice-Chairman - Times of Money Ltd.
3. CODE OF CONDUCT:
The Board of Directors plays an important role in ensuring good governance and has laid down the Code of Conduct as described herein, applicable to all Board members and Senior Managers of your Company.
The Board of Directors vide its Resolution dated January 24, 2006 adopted and approved the Code of Conduct. All Board members and Senior Managers have confirmed compliance of the Code of Conduct.
The Board Members and Senior Managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgment.
In particular, the Board Members and the Senior Managers shall:
i. Maintain and help the Company in maintaining the highest degree of Corporate Governance practices;
ii. Act in utmost good faith and exercise due care, diligence and integrity in performing their official duties;
iii. Ensure that they use the Company's assets, properties, information and intellectual property rights for official purposes only and as per the terms of their appointment;
iv. Not seek, accept or receive, directly or indirectly, any gift, payment or favour in whatsoever form from the Company's business associates, which can be perceived as being given to gain favour in dealings with the Company and shall ensure that the Company's interests are never compromised;
v. Maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and shall not use it for personal gain or advantage;
vi. Not commit any offence involving moral turpitude or any act contrary to law or opposed to public policy;
vii. Not communicate with any member of the press or publicity media or any other outside agency on matters concerning the Company except through the designated spokesman or as authorised otherwise;
viii. Not, without the prior approval of the Board, accept employment or a position of responsibility with any other organisation for remuneration or otherwise that are prejudicial to the interests of the Company and shall not allow personal interests to conflict with the interests of the Company;
ix. In conformity with applicable legal provisions, disclose personal and/or financial interests in any business dealings concerning the Company and shall declare information about their relatives (spouse, dependent children, dependent parents) including transactions, if any, entered into with them;
x. Ensure compliance of the prescribed safety and environmental related norms and other applicable codes, laws, rules, regulations and statutes, which if not complied with may, otherwise, disqualify him/her from his/her association with the Company; and
xi. Ensure compliance with all SEBI Regulations as also regulations issued and set by other statutory and regulatory bodies as may be applicable to them from time to time.
The Director of the Company has confirmed and certified that all the members of the Board of Directors and Senior Management have affirmed that they have complied with the Code of Conduct for Directors and Senior Managers in respect of the financial year 2013-14.
4. AUDIT COMMITTEE
The Audit Committee was constituted in compliance with the requirements of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. Mr. D.N. Shukla resigned from the Board of Directors of the Company as well as the Chairman of the Audit Committee of the Company w.e.f April 20, 2013. Mr. Arun Arora was appointed as the Member of the Audit Committee w.e.f. May 29, 2013 and Mr. Avinash Jain was appointed as the Chairman of the Committee w.e.f. May 29, 2013.
The Statutory Auditors and Internal Auditors are the invitees to the Audit Committee Meetings. The Company Secretary acts as Secretary to the Committee. The Chairman of the Audit Committee remained present at the last Annual General Meeting.
The Audit Committee discharges such duties and functions generally indicated under Clause 49 of the Listing Agreement with the Stock Exchanges and the Companies Act, 1956/Companies Act 2013 and also such other functions as may be specifically delegated to it by the Board from time to time.
5. NOMINATION AND REMUNERATION COMMITTEE
The Company does not pay any remuneration to any of its Directors. Constitution of Remuneration Committee being a non mandatory requirement under clause 49 of the listing agreement, the said committee had not been constituted. However, pursuant to the provisions of section 178 of the Companies Act, 2013, constitution of Nomination and Remuneration Committee had been a mandatory requirement and the Company is taking necessary steps for the constitution of the Nomination and Remuneration Committee.
6. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Company has a Shareholders Grievance Committee to attend to and address the grievances of the Shareholders'/ Investors' as and when received.
During the financial year 2013 – 14, the committee met on April 1, 2013, April 8, 2013, May 27, 2013, June 10, 2013,June 17, 2013, June 24, 2013, July 3, 2013, July 8, 2013, August 19, 2013, October 28, 2013, November 6, 2013, November 11, 2013, November 18, 2013, December 23, 2013, January 6, 2014, January 13, 2014, January 28, 2014, February 3, 2014, March 10, 2014, March 18, 2014 and March 24, 2014. Mr. Vijay Devadiga, Company Secretary, acts as the Company’s Compliance Officer. The Company attends to the Shareholders grievances/correspondences expeditiously. During the year under review, one shareholder grievance was received and the same had been resolved.
a) There are no materially significant related party transactions made by the Company with its Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large. The transactions with the related parties are disclosed in Note No.27 of the Notes to Accounts;
b) Your Company has followed all relevant Accounting Standards while preparing the financial statements;
c) Your Company has a comprehensive risk management policy.
d) During the last three years no penalty/strictures have been imposed on the Company by either SEBI or the Stock Exchanges or any statutory authority on any matter relating to the capital markets for non-compliance of any laws.
8. FINANCE FUNCTION HEAD'S CERTIFICATE
Ms. Anita Malusare, Senior Manager, Accounts & Finance of your Company has certified to the Board of Directors that:
a) She has reviewed the financial statements and the cash flow statement for the year and to the best of her knowledge and belief:
i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
ii. These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
b) There are, to the best of her knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct.
c) She accepts responsibility for establishing and maintaining internal controls for financial reporting and that she has evaluated the effectiveness of the internal control systems of the Company, pertaining to financial reporting and she has disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation or internal controls, if any, of which she is aware and the steps she has taken or proposes to take to rectify these deficiencies.
d) She has indicated to the Auditors and the Audit Committee:
Significant changes in internal control over financial reporting during the year; Significant changes in accounting policies during the year and that the same have been disclosed in the Notes to the financial statements; and Instances of significant fraud of which she has become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting. The above Certificate was placed before the meeting of the Board of Directors held on May 20, 2014.
9. MEANS OF COMMUNICATION
The Company has promptly reported all material information including declaration of quarterly financial results; press releases etc. to all Stock Exchanges where the shares of the Company are listed. Such information is also simultaneously displayed on the Company's website: www.timesguarantylimited.com The financial results, quarterly and annual results and other statutory information were communicated to the shareholders by way of advertisement in English daily 'Economic Times', and in a vernacular language newspaper 'Maharashtra Times' as per the listing requirements of the Stock Exchanges. The Management Discussion and Analysis Report forms part of the Directors Report.
11. GENERAL SHAREHOLDER INFORMATION
a. Annual General Meeting:
Day & Date: Thursday, September 25, 2014
Venue : Babasaheb Dahanukar Hall, Maharashtra Chamber of Commerce, Industry & Agriculture, Oricon House, 6th Floor, 12, K, Dubhash Marg, Fort, Mumbai - 400001
Time 11.00 a.m.
Book Closure Period : Tuesday, September 16, 2014 to Thursday, September 25, 2014 (both days inclusive)
b. Financial Calendar:
The Company's accounting year comprises of 12 months period from April 01, 2013 to March 31, 2014. Tentative Calendar for financial year ending March 31, 2015:
First Quarterly Results : July, 2014
Half Yearly Results : October, 2014
Third Quarter Results : January, 2015
Results for the last quarter and for the year ending March 31, 2015 : May, 2015
c. Dividend Payment Date: Dividend not recommended
d. Listing on Stock Exchanges: The equity shares of the Company are listed and traded on BSE Limited and National Stock Exchange of India Limited.
The Company has paid annual listing fees to each of the above Stock Exchanges for the Financial Year 2013-2014.
e. Stock Code: Name of Stock Exchange
BSE Limited : 511559
National Stock Exchange of India Limited : TIMESGTY
ISIN : INE289C01025
g. Share Transfer System:
All the transfers received are processed by the Registrar and Transfer Agents and are approved by "Stakeholders' Relationship Committee", which meets at frequent intervals. Share transfers are registered and returned within 15 days from the date of receipt, if the relevant documents are complete in all respects.
h. E-voting facility:
With a view to enable wider participation of shareholders on various important proposals, the Companies Act, 2013 and the SEBI has made it mandatory for all listed companies to provide e-voting facility in respect of all businesses to be transacted at the general meetings or through postal ballot.
In compliance with the aforesaid provisions of the Companies Act, 2013 and circulars of SEBI, the Company has availed e-voting facility from Central Depository Services (India) Limited for providing the same to its shareholders enabling them to exercise their voting rights using such facility in respect of businesses prescribed under the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges including those which are required to be transacted through postal ballot.
Accordingly, the Company is providing e-voting facility to all its shareholders for exercising their voting rights on all businesses to be transacted at the 24th Annual General Meeting scheduled to be held on September 25, 2014. In view of e-voting facility being provided, voting of show of hands will not be available to the members at the 24th Annual General Meeting in view of the provisions of Section 107 read with Section 114 of the Companies Act, 2013. Members are requested to go through and familiarize with the e-voting process given under notes appended to the notice of 24th Annual General Meeting.
i. Investor Helpdesk and Registrar and Transfer Agents:
For lodgment of transfer deeds and any other documents or for any grievances/ complaints, shareholders/ investors may contact at the following address:
M/s. sharepro services (india) private Limited
Registrar and Transfer Agents Unit: Times Guaranty Limited 13AB, Samhita Warehousing Complex, Second Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai - 400072 Tel: 022- 28511872, 67720300, 67720400 Fax No: 022-28591568/28508927 E-mail:email@example.com or 912, Raheja Center, Free Press Journal Road, Nariman Point, Mumbai - 400021 Tel: 022-22825163
Times Guaranty Limited Mr. Vijay Devadiga
Company Secretary and Compliance Officer E-mail: firstname.lastname@example.org Alternatively, shareholders may register their queries/ complaints/grievances through the Company's website www.timesguarantylimited.com by addressing them to the email id - email@example.com All shareholders are requested to register their email id either with the registrar, or with our depositories, National Securities Depository Ltd. or Central Depository Services (India) Limited or with the Company by sending an email to info@ timesguarantylimited.com
l. Dematerialization of Shares and Liquidity:
As on March 31, 2014, 8015557 shares (89.13% of the Equity Share Capital) are held in demat form.
m. Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion dates and likely impact on equity: Not Issued
n. Plant Locations: There is no manufacturing operation. Office is situated at Mumbai.
For and on behalf of the Board of Directors
Date : May 20, 2014
Place : Mumbai