REPORT ON CORPORATE GOVERNANCE
Your directors submit their report on the corporate governance of the company for the financial year 2014-15
COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE
The company firmly believes that the business is buit on ethical values and principle of transparency good governance is an essential ingredient of any business a way of life transparency .good governance is an essential ingredient of any business a way of life rather than a mere legal compulsion the company philosophy on corporate governance is to adopt internal and extant measures to increase the level of transparency accountability business risk management internal control system and their adequacy human resource development enhancing shareholders value and to respect the law of land right of stakeholders and to uphold at all times fundamental values of accountability probity and transparency.
The terms of reference of audit committee is according to clnuse 49 of listing agreement and section 177 of companies act 2013 which inter alia includes to overseas the company financial reporting process to review directors responsibility statement changes if any in accounting policies and reasons for the same qualification in draft auditos report performance &independence of statutory and internal auditors report on the company internal auditors financial statement audited by the statutory auditors and alos review the information relating to management discussion and analysis financial statement and results of the operation statement on significant related party transaction and internal control system.
The audit committee consist of mr.lshan d.selarka,mr.akhshay bhatt and mr.sandeep poddar as member
The audit committee met on 30th may, 2014, 9th august,2014 13th November,2014 and 11th February,2015 to review the quarterly results to review the financial condition and results of operation overseas the general accounting practice and other management policies.
Remuneration policy and details of remuneration paid
The terms of reference of nomination and remuneration committee is according to section 178 of the companies act 2013 and clause 49 of the listing agreement
During the year review the company has not paid any remuneration to directors the board has on recommendation of the nomination &remuneration committee has framed a policy for selection and appointment of directors secnior management and their remuneration the remuneration committee consist of three independent professional directors mr.ishan d.sekarka,mr.akhsay bhatt,mr.sandeep poddar under the chairmanship of mr.skhay bhatt.
Share transfer committee investor grievance committee
Shareholder grievance committee was constituted to look in to shareholder investor grievance relating to transfer transmission of shares non receipt of dividend annual report duplicate shre certificate other related matter the shareholder investor grievance committee has been constituted under the chairmanship of mr.b.c.parekh with mr.akshay bhatt and mr.sandeep poddar there is no pending complaints as on 18th may 2015.
Human resources committee
The term of reference of human resources committee inter alia includes to review human resource policies and practices comprising structure performance of management practices training and development planning .
Corporate social responsibility committee
The terms of reference of corporate social responsibility committee is in compliance of relevant provision of companies act 2013 the board of directors of the company has constituted corporate social responsibility committee having following members .
a)mr.bharat c.parekh : chairman
b)mr.akshay bhatt: member
c)mr.ishan d,sekarka : member
the underlying objectives are aimed at making people self reliant through economic and social empowerment providing employable skills and social entrepreneur opportunities to youth and woman to ensure livelihood for economic betterment and social development of themselves and their families for economic betterment and social development to themselves and their families health initiative culture and heritage support program are the focus areas the board of directors of the company has approved a comprehensive csr policy which is available on the website of the company at www.tpiindia.in
risk management committee
the terms of reference of risk management committee is in compliance of clause 49 of the listing agreement inter alia includes to assess risk in the operation of the business of the company to itigate and minimize of risk assessed in the operation of business and periodic monitoring of risks.
Performance evaluation of chairman directors board and committees
Pursuant to the provision of the companies act 2013 and clause 49 of the listing agreement the board has to carry out the annual performance evaluation for financial year 2014-15 of chairman directors board and its committee
The evaluation framework for assessing the performance of chairman directors board and committees comproses inter alia of the following parameters
a)directors bring an independent judgment on the board discussion utilizing his knowledge and experience especially on issue related to strategy operational performance and risk management
b. directors demonstrate awareness and concerns about the norms relating to corporate gocvernance disclosure and legal compliance
c)directors contributes new ideas insight on the business issues raised by the management
d)directors anticipate and facilitate deliberation on new issues that management and the noard should consider
e)the board committee meeting are conducted in a manner which facilitate open discussion and robust debate on all key items on the agenda
f)the board receives adequate and timely information to enable discussion decision making during board meeting
g. the board addresses interest of all stakeholders of the company
h)the committee is delivering on the defined objectives
i)the committee has the right composition to deliver its objectives
meeting of independent directors
during the year under review the independent directors met on 11th February 2015 inter alia to consider
1.the performance of non independent directors and the board as a whole
2.the performance of executive directors
3.the quality quantity and timeliness of flow of information between the company management and the board of directors to effectively and reasonably perform their duties
NAME &DESIGNATION OF COMPLIANCE OFFICER
Mr.b.c.parekh 102 atlanta nariman poin Mumbai 400 021.
The related party transaction are reported in the notes to the accounts of this annual report
Means of communication
Quarterly results have been communicated to Bombay stock exchange limited where the shares of t he company is listed and the same has been published in two newspaper free press journal and nav shakti in terms of the requirement of listing agreement annual reports are dispatched to all the shareholders .
1.financial year : 1st april,2014to 31st march 2015.
2.dividend payment date : NIL
3.venue: plot no j-61additional MIDC area morbid district thane Maharashtra
4.stock exchange : Bombay stock exchange limited Delhi stock exchange and Ahmadabad stock exchange
5.market price data : the shares of the company are suspended for some technical reason hence the share price date data could not be furnished
6.dematerialization of shares ; as per the directive of the stock exchange the company shares are dematerialized
7.regisstered office : plot no J-61 additional midc area murbad district thane Maharashtra
8.share transfer agent: big share services private limited e/2 ansa industrial estate saki vihar road saki naka andheri east munbai 400 072
9.demat arrangement ; NSDL and CDSL
10.ISIN : INE578C01021
11.BSE stock code : 500421