CORPORATE GOVERNANCE REPORT
In accordance with Clause 49 of the Listing Agreement with the BSE Limited (BSE), the report containing the details of corporate governance systems and processes at TRC Financials Limited is as under :-
Company's Philosophy on Corporate Governance
The Company believes that best board practices, transparent disclosures and shareholder empowerment are necessary for creating shareholder value.
The Company is in compliance with the requirements of the guidelines on Corporate Governance stipulated under Clause 49 of the listing Agreement entered into with the Stock Exchange.
The Corporate Governance Structure at "TRC Financials Limited" is as follows:
1.Board of Directors: The Board is entrusted with the ultimate responsibility of the management, directions and performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its responsibilities, thus ensuring that the management adheres to ethics, transparency and disclosure.
2.Committees of the Board : The Board has constituted the following committees viz, Audit Committee, Remuneration and Nomination Committee, Corporate Social Responsibility (CSR), Risk Management Committee and Stakeholders Relationship Committee
(A) Composition of the Board
The Board of Directors of the Company has an optimum combination of Executive and Non Executive Directors and is in conformity with Clause 49 of the Listing Agreement. The names and categories of Directors on the Board, their attendance at Board Meetings held during the Financial Year 2014-2015 and at the last Annual General Meeting(AGM), also the number of Directorships and Committee position held by them in other public limited companies as on March 31st,2015 are as under:-The Attendance of the members of the Board at the meeting held during the year and at the last Annual general Meeting (AGM) and also the number of other Directorship & Membership/Chairmanship of Committees as on March 31, 2015 are as follows:
Meetings of the Board:
The meetings of the Board of Directors are generally held at its Registered office of the Company at Bandra Hill View CHS, (3rd floor), 85, Hill Road, opp. Yoko Sizzlers, Bandra (West), Mumbai - 400050. The Board met Six times during the year on 23.05.2014, 05.06.2014, 11.08.14, 11.11.14, 06.02.15, 28.03.15 with clearly defined agenda, circulated well in advance before each meeting.
The necessary quorum was present for all the meetings. Independent Directors
The Non - Executive Independent Directors fulfill the conditions of Independence specified in Section 149(6) of the Companies Act 2013 and Rules made there under and meet with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges.
Information Given to the Board
The Company provides the information as set out in Clause 49 of the listing agreement to the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted as a part of the agenda papers in advance of the respective meetings.
Familiarization Programme for Directors
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the roles, functions, duties and responsibilities expected of him as a director of the company. The Director is explained in detail the compliance required from him under the Companies Act 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmations taken with respect to the same.
Further the Company has put in place a system to familiarize the Independent Directors about the Company business.
Insider Trading Code
The Company has adopted a Code of Conduct for prevention of insider trading in accordance with the requirement of SEBI (Prohibition of Insider Trading) Regulations 1992 with effect from 1st October 2002. The Code is applicable to promoters, and promoters group , all directors and such designated employees who are expected to have access to un-published price sensitive information relating to the company.
Code of Conduct:
All the Directors and Senior Management personnel have affirmed Compliance with the code of conduct.
Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding adherence to Code of Conduct:
In accordance with Clause 49 (1) (D) of the listing agreement all the Directors and Senior Management personnel have affirmed compliance with the code of conduct for the year ended on 31st March 2015.
Changes in Directors
During the year under review, following were the changes in the Composition of Board of Directors.
Mr. Vijay Mario Sebastian Misquitta retires by rotation at ensuing Annual General Meeting and being eligible and offered himself for re-appointment.
Mr. Vijay Mario Sebastian Misquitta has been appointed as Chief Financial Officer with effect from 28th March 2015 under the provisions of Section 203 of the Companies Act 2013. During the year under review, Mr. Vijay Mario Sebastian Misquitta has been re-appointed as the Managing Director of the company w.e.f 30th January 2015 to 29th January 2020 and the company seeks for the shareholders approval for the same.
During the year under review, the Company appointed Ms. Madhuri Augustine Singh as an Independent Additional Woman Director to hold office until the conclusion of the forthcoming Annual General Meeting. It is proposed to appoint Ms. Madhuri Augstin Singh as an Independent, Non - Executive Director of the Company at the ensuing Annual General Meeting.
Responsibilities of the Boards:
The Board discharges the duties responsibilities as required under the applicable statute (s) including the Companies Act Guidelines issued by SEBI and other regularities bodies from time to time. The Board of Directors ensures that other responsibilities do not have any material impact on their responsibilities as Directors of the company.
Role of the Independent Directors:
The independent directors play an important role & participate in all the deliberation of the Board and contribute to the decision making process with their knowledge and expertise in the areas of Account, Financial, Law, & other professional areas.
During the financial year 2014 - 2015, no commission was paid to any director of the Company.
III. Board Committees
The Board has constituted the following committees:
•Stakeholders Relationship Committee
•Nomination and Remuneration Committee
•Risk Management Committee
(A) Audit Committee
The Constitution and terms of reference of the committee are in compliance with the requirements of section 177 of the Companies Act, 2013 and Clause 49 of Listing Agreement. The Composition of the Audit Committee and the details of meetings attended by the members of the Audit Committee are given below:
During the Financial year 2014-2015 the meeting of Audit Committee was held on 24th May 2014, 11th August 2014, 11th November 2014, 06th February 2015.The necessary quorum was present for all the meetings.
The Audit Committee is responsible for the areas specified by Clause 49 of the Listing Agreement and provisions of the Companies Act besides other roles as may be referred by the Board of Directors. The Audit Committee has reviewed the Annual financial results, half-yearly results and internal working system of the company and has held discussion with the Statutory Auditors of the company.
(B) Stakeholders Relationship Committee
The Company has a Stakeholders Relationship Committee. At the Board meeting held on 23rd May 2014, the nomenclature of Shareholders and Investor Grievance Committee of Board was changed to Stakeholders Relationship Committee and the roles have been widened to get in line with the provisions of Companies Act, 2013 and the new amended Clause 49 of the Listing Agreement effective from 1st October, 2014. In the financial year 2014-15, the Stakeholders Relationship Committee duly met 2 times during the year. The Composition of the Stakeholders Relationship Committee and details of Meetings attended by the Members of the Committee are given below:
The Committee has been delegated authority by the Board to approve transfers/ transmission of shares, issue of share certificates to look into the redressal of complaints of Investors such as transfer or credit of shares, non-receipt of dividend/notices/ annual reports, etc. The Committee meets as and when there transfers/transmission of shares, or any complaints/ queries of the shareholders need to be attended. There were no complaints pending as on 31st March 2015.
Half-yearly Transfer Audit and Quarterly Secretarial Audit in terms of the Listing Agreement are regularly carried out by an Independent Practicing Company Secretary.
Name, designation and address of Compliance Officer
VIJAY M. S. MISQUITTA
MANAGING DIRECTOR & COMPLIANCE OFFICER
Registered office: Bandra Hill View CHS, (3rd Floor), 85, Hill Road, Opp. Yoko Sizzlers, Bandra (W), Mumbai - 400050.
(D) Nomination and Remuneration Committee
The Company has a Nomination & Remuneration Committee of Directors. At the Board Meeting held on 23rd May 2014, the nomenclature of Remuneration Committee of Board was changed to Nomination and Remuneration Committee and the roles were widened to comply with the provisions of Companies Act, 2013 and the new amended Clause 49 of the Listing Agreement effective from 1st October, 2014. The Constitution and terms of reference of the committee are in compliance with the provisions of the Companies Act, 2013 and Clause 49 of Listing Agreement. The Composition of the Nomination and Remuneration Committee and the details of meetings attended by the members of the Nomination and Remuneration Committee are given below:
The objective and purpose of this policy are:
•To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
•To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies, in the hotel industry.
•To carry out evaluation of the performance of Directors, Key Managerial and Senior Management Personnel.
•To carry out comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;
The nomination and remuneration policy is available at the registered office of the company for inspection.
(E) Risk Management Committee
During the year, in the Board Meeting dated 11th August, 2014 the company constituted a risk management committee pursuant clause 49 of the Listing Agreement. The composition of the committee and the number of times it met in the financial year 2014-2015 is as follows:
The Risk Management Policy is as under
This policy is in compliance with the amended Clause 49 of the Listing Agreement (w.e.f 1 st October 2014) which requires the Company to lay down procedure for risk assessment and procedure for risk minimization.
The Risk management policy formulated by the company is available at the registered office for inspection
Independent Directors Meeting:
During the year under review, the Independent Directors met on March 25, 2015, inter alia , to discuss :
1.Evaluation of performance of Non Independent Directors and the Board of Directors as a whole;
2.Evaluation of performance of the Chairman of the Company, taking into account the views of Executive and Non Executive Directors.
3.Evaluation of the quality, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties
(i)There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large.
(ii)Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years 2012-13, 2013-2014 and 2014-15 respectively : NIL
(iii)The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure I D to the Clause 49 of the Listing Agreements with the Stock Exchanges: The Company has set up a Nomination &Remuneration Committee, details of which have been given earlier in this Report.
The company has followed all relevant Accounting Standards notified by the Companies (Accounting Standard) Rules, 2011 while preparing the Financial Statements.
A qualified practicing Company Secretary carried out secretarial audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The secretarial audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
i. Annual General Meeting
The Annual General Meeting of the Company for the year ended March 31, 2015 will be held at Registered office of the Company at Bandra Hill View CHS, 3rd Floor, 85 Hill Road, Opp. Yoko Sizzlers, Bandra (W), Mumbai - 400050 on Wednesday, September 30, 2015 at 11:00 a.m.
ii. Financial Calendar for 2015-2016 (Provisional)
1Results for the Quarter ended June 30, 2015: By August 15, 2015
2Results for the Quarter ended September 30, 2015 : By November 15, 2015
3Results for the Quarter ended December 31, 2015: By February 15, 2016
4Results for the Year ended March 31, 2016: By end of May 2016
5Annual general Meeting for the year ended March 31, 2016 By end of September 2016
Iii Book Closure
The Register of Members and Share Transfer Books are closed keeping in view the proposed dates of annual general meeting. For the year reference the above registers/books would be closed from Sunday, September 20th, 2015 to Wednesday, September 30th, 2015 (both days inclusive) and was notified accordingly.
iv.Listing of Shares:
The equity shares issued by the Company are listed on the following Stock Exchanges, Bombay Stock Exchange Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.
v. Dematerialization of Shares:
The equity shares of the Company are available for dematerialisation under the Depository System operated by Central Depository Services (India) Limited as well as National Securities Depository Limited. The percentage of shares in demat form as on 31.03.2015 is 92.64%.
No dividend has been recommended for the year 2014-2015.
vii.Listing of shares on stock exchanges and Stock Code
Sr. No. Name of the Stock Exchange; Stock code
1The Bombay Stock Exchange Limited 511730
In compliance with the provision of Section 108 of the Act and the Rules framed thereunder, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by Central Depository Services Limited (CDSL), on all the resolutions set forth in the Notice.
XV.Share Transfer Agent
M/s. Purva Sharegistry Pvt. Ltd., Mumbai has been appointed as a common agency for both Physical and Electronic Connectivity for dematerialisation of shares. To supplement to the prompt services given by the Registrar & Transfer Agent the Share Transfer and Investors grievance Committee meets as and when there are transfers/transmission of shares for the approvals of periodical transfers, issue of share certificates, splitting of shares etc.
All requests for dematerialisation of shares are processed and confirmation thereof is sent to the shareholders within 21 days of the receipt thereof.
XVIII. Address for Correspondence - Investor Services
For any complaints relating to non-receipt of shares after transfer, transmission, change of address, mandate etc., dematerialisation of shares, Annual Report, non-receipt of Annual Report, non-receipt of dividend etc., the complaint should be forwarded to M/s Purva Sharegistry (India) Pvt. Limited, at the following address:
M/s. Purva Sharegistry (India)Pvt. Ltd. Registered office:Unit No. 9, Shiv Shakti Ind. Estt., J. R. Boricha Marg Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai - 400011.Email:firstname.lastname@example.org OR
Regd. Office: Bandra Hill View CHS, (3rd Floor), 85, Hill Road, Opp. Yoko Sizzlers, Bandra (W), Mumbai - 400050.
By Order of the Board
For TRC FINANCIAL SERVICES LIMITED
AJAY DILKUSH SARUPRIA
DATE: 30th May, 2015