CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PHILOSOPHY
The company is committed to ensure high standards of transparency and accountability in all its activities. The best management practices and high levels of integrity in decision making are followed to ensure long term wealth generation and creation of value for all the stakeholders. The company follows all the principles of corporate governance in its true spirit and at all times.
1. BOARD OF DIRECTORS
The Board consists of 5 (Five) Directors as on 31st March 2015. The composition of the Board is in conformity with Clause 49 of the listing agreement. The day-to-day management of the company was carried on by the Mr. Vellji L. Shah and Haresh V. shah, Executive Directors of the company.
All independent directors possess the requisite qualifications and are very experienced in their own fields. None of the directors are members of more than ten committees or chairman of more than five committees in public limited companies in which they are directors. Necessary disclosures have been obtained from all the directors regarding their directorship and have been taken on record by the Board.
b) Board Meetings and Attendance at Board Meetings
The Board met 15 times during the financial year 2014-2015. The Board of Directors of the Company had met not exceeding with a maximum time gap of one hundred and twenty days.
Meetings during the year on 14.04.2014, 21.04.2014, 29.05.2014, 23.07.2014, 12.08.2014, 20.08.2014, 09.09.2014, 06.10.2014, 20.010.2014, 14.11.2014, 11.12.2014, 10.02.2015, 07.03.2015, 20.03.2015 and 28.03.2015.
The dates for the board meetings are fixed after taking into account the convenience of all the directors and sufficient notice is given to them. Detailed agenda notes are sent to the directors. All the information required for decision making are incorporated in the agenda. Those that cannot be included in the agenda are tabled at the meeting. The chairman and the managing director appraise the Board on the overall performance of the company at every board meeting. Legal issues, write-offs, provisions, purchase and disposal of capital assets are all brought to the notice of the Board. The Board reviews performance, approves capital expenditures, sets the strategy the company should follow and ensures financial stability. The Board takes on record the actions taken by the company on all its decisions periodically.
c) 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.
d) Separate Meeting of the Independent Directors :
The Independent Directors held a Meeting on 22nd July, 2014, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting.
2. AUDIT COMMITTEE
The Audit Committee is constituted in line with the provisions of clause 49 of the Listing Agreements read with section 178 of the Companies Act, 2013 in the Board Meeting held on 28th March, 2015 consisting of Mr. Tassadduq Ali Khan, as Chairperson and Mr. ChimanlalAndarjiKachhi& Mrs. JagrutiMayurbhaiSanghavi as member. The terms of reference of the audit committee covers all matters specified in clause 49 of the listing agreement and also those specified in section 177 of the Companies Act 2013. The terms of reference broadly include review of internal audit reports and action taken reports, assessment of the efficacy of the internal control systems/ financial reporting systems and reviewing the adequacy of the financial policies and practices followed by the company. The committee also looks into those matters specifically referred to it by the Board.
3. NOMINATION AND REMUNERATION COMMITTEE
The Committee is constituted in line with the provisions of clause 49 of the Listing Agreements read with section 178 of the Companies Act, 2013 in the Board Meeting held on 28th March, consisting of Mr. Tassadduq Ali Khan, as Chairperson and Mr. ChimanlalAndarjiKachhi& Mrs. JagrutiMayurbhaiSanghavi as member.
(I) Brief description of terms of reference :
appointment of the directors, and key managerial personnel of the Company; and
Fixation of the remuneration of the directors, key managerial personnel and other employees of the Company.
(III) Criteria for Performance evaluation:
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.
A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person are satisfactory for the position.
The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
(IV) Criteria for Making Payments to Non- Executive Directors:
The Company has created laid down the criteria for making payments to the Non- Executive Directors. The details of such criteria are available in the Remuneration Policy disseminated on the website of the Company www.tokyoplastint.in .
4. Corporate Social Responsibility Committee (CSR) :
i) Terms of reference :
The Committee formulates and recommend to the Board, a CSR Policy and recommend the amount of expenditure to be incurred on CSR activities. Committee framed a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by the Company and also monitor CSR policy from time to time.
ii) No. of Meetings held during the year :
During the year the Committee had 2 meeting i.e. on 17.05.2014 & 13.11.2014.
5. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Committee is constituted in line with the provisions of clause 49 of the Listing Agreements read with section 178 of the Companies Act, 2013 in the Board Meeting held on 28th March, consisting of Mr. Chimanlal Andarji Kachhi, as Chairperson and Mr. Tassadduq Ali Khan & Mr. Haresh V. Shah as member.
i) Brief description of terms of reference :
The committee met regularly to approve share transfers, transmissions, issue of duplicate share certificates, rematerialisation of shares and all other issues pertaining to shares and also to redress investor grievances like non receipt of dividend warrants, non receipt of share certificates, etc. The committee regularly reviews the movement in shareholding and ownership structure. The committee also reviews the performance of the Registrar and Share Transfer Agents. The committee met 11 times during the year 2014-2015.
Name and Designation of Compliance Officer :
Ms. Parul Gupta, Company secretary and Compliance officer
a) Related Party Transaction :
There have been no materially significant related party transactions with the company's promoters, directors, the management, their subsidiaries or relatives which may have potential conflict with the interests of the company at large. The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the Policy and Details of RPT in form AOC 2 attached to Board Report.
The Company has also formulated a policy for determining the Material RPT and the details of such policies for dealing with RPT and the Related Party Transactions are disseminated in the
website of the Company www.tokyoplastint.in .
There have been no instances of non-compliance by the company on any matters related to the capital markets, nor have any penalty/strictures been imposed on the company by the Stock Exchanges or SEBI or any other statutory authority on such matters.
c) Whistle Blower Policy
The company has an established mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The company affirms that no personnel have been denied access to the audit committee. The Company has formulated a Policy of Vigil Mechanism and All suspected violations and Reportable Matters are reported to the Competent Person as appointed by the Board as provided at the Website. The key directions/actions will be informed to the Managing Director of the Company.
7. MEANS OF COMMUNICATION
Quarterly, Half-yearly and Annual Financial Results of the Company are communicated to the Stock Exchanges immediately after the same are considered by the Board and are published in the The Free Press Journal (English) and Navshakti (Marathi).The results and official news releases of the Company are also made available on the Company's website www.tokyoplastint.in .
Pursuant to the listing agreement, all data related to quarterly financial results, shareholding pattern, etc., are filed in NEAPS and within the time frame prescribed in this regard.
8. CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR
The standards for business conduct provide that the directors and the senior management will uphold ethical values and legal standards as the company pursues its objectives, and that honesty and personal integrity will not be compromised under any circumstances. A copy of the said code of conduct is available on the website www.tokyoplastint.in . As provided under clause 49 of the listing agreement with the stock exchanges, the Board members and senior management personnel have affirmed compliance with the code of conduct for the financial year 2014-2015.
9. GENERAL SHAREHOLDER INFORMATION
Date, time and Venue: 22nd Annual General Meeting,
Date: 30th September, 2015
at 10.00 a.m., Gomantak Seva Sangh Hall,1st Floor, Malviya Road, Vile Parle (East) Mumbai -400057.
ii. Financial Year Ending :
31st March 2015.
iii. Date of Book Closure:
24th September, 2015 to 30th September, 2015
iv. Dividend Payment Date:
No dividend declared during the year.
v. Listing on Stock Exchanges:
Bombay Stock Exchange Limited, National Stock Exchange.
vi. Stock Code :
BSE - 500418 , NSE - Tokyo Plast.
vii. Demat :
ISIN in NSDL and CDSL for Equity Shares :INE-932C01012.
viii. Corporate Identification Number (CIN) :
xi Registrar and Share Transfer Agents
M/s. Sharex Dynamic (India) Pvt. Ltd. is Registrar and Transfer Agent of the Company. Any request pertaining to investor relations may be addressed to the following address:
Sharex Dynamic (India) Pvt. Ltd.,
Unit 1, Luthra Industrial Premises, 1St Floor, Safed Pool, AndheriKurla Road, Andheri (East), Mumbai 400072.
Phone No. 28515606/ 28515644. Fax No.28512885, Web. Sharexindia.com , email ID email@example.com
Reconciliation of Share Capital Audit
A quarterly audit was conducted by a practicing company secretary, reconciling the issued and listed capital of the company with the aggregate of the number of shares held by investors in physical form and in the depositories and the said certificates were submitted to the stock exchanges within the prescribed time limit. As on 31st March 2015 there was no difference between the issued and listed capital and the aggregate of shares held by investors in both physical form and in electronic form with the depositories. 89.21 % of the Total paid up equity capital have been dematerialized as on 31st March 2015 comprising 50.19% with Central Depository Services (India) Limited and 39.02% with the National Securities Depository Limited.
Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity : Nil
1. 363/1 [1,2,3], Shree Ganesh Industrial Estate, Kachigam Road, Daman - 396 210 (U.T.)
2. Shed No. 371 & 372, FA - II Type,
Sector - IV, Kandla,Special Economic Zone, Gandhidham( Kutch), Gujrat -270230.
Address for Correspondence
M/s. Sharex Dynamic (India) Pvt. Ltd., AndheriKurla Road, Andheri (East), Mumbai - 400 072, Phone No.28515605/28515644, Fax No.28512885, Web : Sharexindia.com Email :firstname.lastname@example.org
For any other general matters or in case of any difficulties / grievance
Ms. Parul Gupta
5th Floor, Vyom Arcade, Tejpal Scheme Road No.5, Above United Bank of India, Vile Parle (East), Mumbai - 400 057
Tel : 61453300, Fax : 6691 4499 Email : email@example.com
Green Initiative in the Corporate Governance:
As part of the green initiative process, the company has taken an initiative of sending documents like notice calling Annual General meeting, Corporate Governance Report, Directors Report, audited Financial Statements, Auditors Report, Dividend intimations etc., by email. Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases. Shareholders are requested to register their email id with Registrar and Share Transfer Agent / concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
For And On Behalf of the Board of Directors
Velji L. Shah
Place : Mumbai
Place: 30th May, 2015