REPORT ON CORPORATE GOVERNANCE
1. Company Philosophy on Corporate Governance
The company's philosophy on code of governance is aimed at assisting the Board of Directors in efficient conduct of the Company's affairs and in meeting its obligations to shareholders. The company has adopted a codified corporate governance charter, inter alia, to discharge its corporate responsibilities and achieve its financial objectives.
2. Board of Directors
The present strength of the Company's Board is four Directors. During the year ended 31.03.2015, 5 (Five) meetings of the Board of Directors were held on 30.05.2014, 12.08.2014, 13.11.2014, 12.02.2015 & 25.03.2015.
The Agenda along with the background notes and supporting documents are circulated to the Directors well in advance of the date of the Board Meetings.
COMMITTEES OF THE BOARD
On account of inadequate number of independent director, the constitution of Audit committee and Nomination and Remuneration Committee is not in conformity with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement and also could not frame various policies and carry out evaluation of Board and independent directors as required under the said Act and Clause 49 of the Listing Agreement. However following committees have been constituted by the Board of Directors:
3. Audit Committee
i) Brief description of terms of reference
The terms of reference of the Audit Committee were modified during the year and are in accordance with revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The Audit Committee reviews internal financial controls and Risk Management Systems of the Company. The Committee reviews the unaudited financial results and audited annual financial results before these are presented before the Board.
(ii) Composition, Name of Members and Chairman
Audit Committee consists of three Directors Viz:
4. Shri Ashok Kumar Dalmia - Managing Director
5. Shri Badal Mittal - Non Executive Director
6. Smt. Poornima Aggarwal - Independent Director
On account of inadequate number of directors, the composition of this committee does not conform with the requirement of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement
5. Nomination and Remuneration Committee
(i) Brief description of Terms of Reference
The terms of reference are in accordance with the provisions of the Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013 and rules framed thereunder. The committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
(ii) Composition, Name of Members, Chairman and Attendance during the year
Nomination and Remuneration Committee comprises of:-
1. Mr. Badal Mittal - Non Executive Director
2. Mr. Anil Mittal - Non Executive Director
3. Smt. Poornima Aggarwal - Independent Director
On account of inadequate number of directors, the composition of this committee does not conform with the requirement of Section 178 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement.
(iii) Meetings and Attendance during the year
Since the Nomination and Remuneration Committee was constituted on 25.03.2015, no meeting was held during the year under review.
(iv) Details of Remuneration paid to the Directors for the year ended 31st March, 2015.
None of the directors of the company was paid any remuneration including sitting fee for attending the meetings of the Board.
DETAILS OF SERVICE CONTRACT
There is no service contract entered by the company with the Managing Director, who is the only whole time director of the Company.
6. Stakeholders Relationship Committee
i) Composition, Name of Members, Chairperson & Attendance during the year:
Stakeholders Relationship Committee comprises of:
1. Mr. Badal Mittal - Chairman and Non Executive Director
2. Mr. Anil Mittal - Member and Non Executive Director
The Committee looks into:
issues relating to shareholders including transfer / transmission of shares;
issue of duplicate share certificates;
non receipt of annual report;
non-receipt of share certificate after transfers;
delay in transfer of shares;
any other issues of stakeholders.
(ii) Name & Designation of Compliance Officer:
Company Secretary is designated as Compliance Officer of the Company.
(iii) to (v) A statement of various complaints received and cleared by the Company during the year ended on 31st March, 2015 is given below:
The Company and its Registrar & Transfer Agents M/s. Sharex Dynamic (India) Pvt. Ltd. did not receive any complaint from shareholders'/investors' during the financial year ended 31st March, 2015.
7. Risk management Committee
i) Brief description of terms of reference
In terms of Clause 49 II (VI) of the Listing Agreement, the Board of Directors at its meeting held on 25th March, 2015, has constituted a Risk Management Committee. The Committee is comprised of Directors of the Company. The terms of reference of the Committee includes monitoring and reviewing of risk management plan of the Company, defining framework for identification, assessment, monitoring, mitigating and reporting of risks and such other functions as the Board may delegate from time to time.
ii) Composition, Name of Members, Chairman & Attendance during the year
Risk Management Committee comprises of:
1. Shri Ashok Kumar Dalmia - Managing Director
2. Shri Badal Mittal - Non Executive Director
3. Smt. Poornima Aggarwal - Independent Director
(iii)Meetings and Attendance during the year
Since this committee was constituted on 25.03.2015, no meeting of risk management committee was held during the Financial Year 2014-15.
5. MANAGEMENT, DISCUSSION AND ANALYSIS:
There is no respite from the problems faced by global shipping companies. Chinese manufacturers continue to dump containers at low costs in the international market. Under these circumstances, restarting production of ISO Marine Cargo Containers in India remains unviable.
Manufacturing of prefabricated and modular accommodation systems for domestic infrastructure and Real Estate companies has been put on standby because of poor financial health of these prospective customers. Once market conditions improve, the Company will consider restarting this manufacturing activity.
The Company continues its activities in manufacturing Container Site Offices and has also engaged itself in Container repair activities.
(i) Related Party Transactions
The Company has not entered in to any transactions with any of the related party during the year under review. y
(ii) Compliances by the Company
There have been no instances of non-compliance on any matter with the rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to the capital market during the last three years.
(iii) Whistle Blower Policy:
The Company is yet to adopt Whistle Blower Policy (vigil mechanism).
(iv) Compliance with Mandatory Items
Details of Compliance with mandatory requirements of clause 49 of the listing agreement are set out herein above.
8. RE-APPOINTMENT OF DIRECTOR
The information relating to a Director who is retiring by rotation and seeking reappointment and the appointment of Independent Director as prescribed under Sub-Clause IV (G) of Clause 49 of the Listing Agreement is furnished under the notes to the Notice of Annual General Meeting.
9. CODE OF CONDUCT
The Board of Directors of the Company has adopted the Code of Conduct for Directors and Senior Management Personnel. The Code is applicable to Executive and Non-Executive Directors as well as Senior Management Personnel.
A declaration signed by the Managing Director of the Company regarding compliance by the Board Members and Senior Management Personnel with the said Code of Conduct during the financial year ended 31st March, 2015 is annexed.
10. Means of Communication:
(i) Quarterly/Half-yearly and Yearly Financial Results
The quarterly / half yearly and audited yearly financial results along with Notes appended thereto, were published in newspapers and have also been submitted to the Bombay Stock Exchange to enable it to put the same on its website.
(ii) Newspaper where results are published
The Company usually publishes its financial results in following newspaper
1. Free Press Journal (All editions)
2. Nav Shakti, Mumbai.
11. General Shareholders Information
A. Annual General Meeting
The 41st Annual General Meeting of the shareholders will be held on Wednesday, 30th day of September, 2015 at 10.00 a.m. at the Mulund Industrial Estate Services Co-op. Society Ltd., Nahur Road, Mulund (W), Mumbai 400 080
B. Financial Calendar
For the year ending 31st March, 2016 the Financial Results will be announced on:
1st Quarter : Within 45 days from the end of the quarter
2nd Quarter : Within 45 days from the end of the quarter
3rd Quarter : Within 45 days from the end of the quarter
4th Quarter (Audited yearly results) : Within 60 days after the end of March, 2016
C. Date of Book Closure: Wednesday 23rd September.2015 to Wednesday 30th September.2015 (both days inclusive).
D. Listing: Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai 400 001
E. ISIN NO. : INE360D01014
F. SCRIP CODE : 513063
H. Name and Address of the Registrar and Share Transfer Agent
Sharex Dynamic (India) Pvt. Ltd. Unit No.1, Luthra Industrial Premises 1st Floor. 44-E, M. Vasanti Marg Andheri Kurla RoadSafed Pool, Andheri (E) Mumbai 400 072 Tel. No. 28515606 / 28515644 Fax No. 28512885 Email:firstname.lastname@example.org email@example.com
I. Share Transfer System
The transfer of shares in physical form is processed and completed by Sharex Dynamic (India) Pvt. Ltd. the R&T Agents of the company within a period of fifteen days from the date of receipt thereof.
In case of shares in electronics form, the transfers are processed by NSDL & CDSL through the respective Depository Participants
M. Company's Branches/Locations
Registered and Corporate Office
Mulund Industrial Estate Services Co-op. Society Ltd., Nahur Road, Mulund (W), Mumbai 400 080.
J-1 & J1 -1, M.I.D.C. Tarapur Industrial Area Tarapur 401 501 (Via Boisar W. Rly.)
72-73, Nariman Bhavan , Nariman Point, Mumbai-400021
N. Address for Correspondence:
Sharex Dynamic (India) Pvt. Ltd. Unit No.1, Luthra Industrial Premises 1st Floor, 44-E, M. Vasanti Marg Andheri Kurla Road Safed Pool, Andheri (E) Mumbai 400 072 Tel. No.28515606/28515644 Fax No.28512885 Email:firstname.lastname@example.org / email@example.com
P. MD/CFO Certification
The MD has signed a Certificate stating that he has reviewed the financial statements, cash flow statement and they are in compliance with existing accounting standards, applicable laws and regulations as well as' compliance of various other requirements as specified in 49 (IX) of the Listing Agreement.
Q. COMPLIANCE CERTIFICATE OF THE AUDITORS:
The Company has obtained a certificate from the statutory auditors regarding compliance of conditions of corporate governance as stipulated in clause 49 of the listing agreement(s) with the Bombay Stock Exchange.
For and on behalf of the Board o£ Directors
Ashok Kumar Managing Director
Dalmia Badal Mittal Director
Date: 29th May, 2015