CORPORATE GOVERNANCE REPORT
THE COMPANY'S CORPORATE GOVERNANCE PHILOSOPHY
The Company aims at not only its own growth but also maximization of benefits to the shareholders, employees, customers, government and also the general public at large. For this purpose the Company continuously strives to improve its level of overall efficiency through good Corporate Governance, which envisages transparency, professionalism and accountability in all its operations. We at Trinity Tradelink Limited are committed to good Corporate Governance and its adherence to the best practices of true spirit at all times.
The Report on compliance of conditions of the Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges by your Company is given below.
Board of Directors
As on 31st March, 2015, the Company's Board consists of five Directors having considerable professional experience in their respective field. Out of them three are Independent Directors, One is Executive Director and the Chairman and Managing Director is the Promoter and Executive Director of the Company. The composition of the Board is in conformity with Clause 49 of the Listing Agreements with Stock Exchanges and as per Companies Act, 2013 which is effective as on 31st March, 2015:
Role of Board of Directors
Your Company's Board of Directors plays a primary role in ensuing good governance, smooth functioning of the Company and in the creating of shareholder value. The Boards role, functions, responsibility and accountability are clearly defined. As part of its function, your Board periodically reviews all the relevant information which is required to be placed before it pursuant to Clause 49 of the Listing Agreement and in particular reviews and approves corporate strategies, business plans, annual budgets, projects and capital expenditure. Your Board not only monitor's the Company's overall corporate performance it also set standards of corporate behavior, ensures transparency in corporate dealing and compliance with the laws and regulations.
Agenda of the Board Meeting and Notes on Agenda are circulated to the Directors as far as possible well in advance of each Board Meeting. At the Board Meeting elaborate presentation are made to the Board. The member discusses each agenda item freely in detail. Nine Board Meetings were held on 29th May, 2014, 7th August, 2014, 9th September, 2014, 29th September, 2014, 13th November, 2014, 8th January, 2015, 5th February, 2015, 9th March, 2015, and 25th March, 2015 during the year.
The Company has appointed Independent Directors who possess relevant expertise and experience and are persons of high integrity. Apart from receiving Directors remuneration, they do not have material pecuniary relationship with the Company and do not hold two percent or more of the total voting power of the Company. None of the Independent Directors are promoters or related to the promoters. The Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchange. A formal letter of appointment has been issued to the Independent Directors. The terms and conditions of appointment have been disclosed on the website of the Company www.trinitytrade.in
The Company has formulated a Familiarisation Programme for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company The Company shall conduct periodical meetings and make presentations to familiarize Independent Directors with the strategy, operations and functions of the Company. The details of such familiarisation programme have been disclosed at the website of the Company www.trinitytrade.in .
OTHER COMMITTEES AT BOARD LEVEL
Qualified and Independent Audit Committee
The Audit Committee at the Board level of your Company acts as a link between the Independent Auditors, Internal Auditors, the Management and the Board of Directors and oversees the financial reporting process. The Audit Committee interacts with the Internal Auditors, Independent Auditors and Secretarial Auditors and reviews recommend their appointment and remuneration. The Audit Committee is provided with all necessary assistance and information for enabling them to carry out its function efficiently.
Your Company has an Audit Committee (the Committee) comprising of following three Directors of which one is Executive Director and rest are Non-Executive Independent Directors. All of them are financially literate and have accounting or related Financial Management expertise.
On 29th May, 2014 the Board considered the revision in terms of reference of the Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014.
During the Financial Year ended on 31st March 2015, meetings of the Committee were held on 29th May, 2014, 7th August, 2014, 13th November, 2014, and 5th February, 2015. The gap between two meetings never exceeded four months.
Terms of reference of the Committee include the powers and role including review of information, as specified in Clauses 49II(C), 49II(D) and 49II(E) of the Listing Agreement of the Company as well as that of its Subsidiary Companies. The details of which are enumerated below:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Appointment, removal and terms of remuneration of internal auditor.
5. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to but not restricted to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to the financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
6. Reviewing, with the management, the financial statements before submission to the board for approval including such review as may be required for compliance with provisions of the listing agreement entered into with the Stock Exchanges.
7. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
8. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
10. Discussion with internal auditors any significant findings and follow up there on.
11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
13. Reviewing management letters / letters of internal control weaknesses issued by the statutory auditors.
14. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
15. To review the functioning of the Vigil Mechanism.
16. Evaluation of internal financial controls and risk management systems.
17. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and to carry out any other function statutorily required to be carried out by the Audit Committee as per applicable laws.
19. The Audit Committee shall mandatorily review the following information:
a) Management discussion and analysis of financial information and results of operations;
b) Review the financial information provided to media and analysts.
c) Review critical accounting policies, financial reporting and accounting standards and principles (including significant changes to those principles or their application) and key accounting decisions and judgments affecting the Company's financial statements and disclosures.
d) Review the risk management policies periodically and make recommendations to the Board.
e) Review with the external auditors any audit problems or difficulties and management's response to the same.
f) Approval or any subsequent modification of transaction of the Company with related parties;
g) Management letters / letters of internal control weaknesses issued by the statutory auditors;
h) Internal audit reports relating to internal control weaknesses; and
i) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.
j) Scrutiny of inter-corporate loans and investments.
k) Valuation of assets;
l) Monitoring of end use of funds of the public offers;
Stakeholders Relationship Committee
In compliance with the provisions of the Listing Agreement and section 178 of the Companies Act, 2013, this Committee of the Board of your Company looks into various issues relating to shareholders / investors including transfer and transmission of shares held by shareholders in physical format as well as non-receipt of dividend, Annual Report, shares after transfer and delays in transfer of shares. The Committee also looks into issues including status of dematerialization / rematerialization of shares and issue of duplicate share certificates and tracks investor complaints and suggest measures for improvement from time to time.
On 29th May, 2014 the Board considered the revision in terms of reference of the Stakeholder's Relationship Committee in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as required under Clause 49 of the Equity Listing Agreement.
The roles, powers and responsibilities of the Committee as determined by its terms of reference include the following:
1. To approve and register transfer/transmission of shares and ensure efficient transfer of shares.
2. To authorize affixation of common seal of the company;
3. Redressal of security holders and investor complaints in relation to transfer of shares, allotment of shares, non-receipts of the refund orders, right entitlement, non-receipt of Annual Reports and other entitlements, non-receipt of declared dividends etc;
4. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares.
5. Issue of share certificates including issue of duplicate / split / consolidated share certificates;
6. Allotment and listing of shares;
7. Review of cases for refusal of transfer / transmission of shares and debentures;
8. To monitor the resolution of all types of shareholders/investor grievances and queries periodically;
9. Reference to statutory and regulatory authorities regarding investor grievances;
10. Ensure proper and timely attendance and redressal of investor queries and grievances.
11. To do all such acts, things or deeds as may be necessary or incidental to the exercise of all the above powers.
During the Financial Year ended on 31st March 2015, meetings of the Committee were held on 26th May, 2014, 6th August, 2014, 12th November, 2014, 4th February, 2015 and 24th March, 2015.
Status of complaints of Shareholders/Investors is as under:
The Committee's constitution and terms of references are in compliance with the provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement and Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time.
On 29th May, 2014 the Board considered the revision in terms of reference of the Stakeholders Relationship Committee in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as required under Clause 49 of the Equity Listing Agreement.
The roles, powers and responsibilities of the Committee as determined by its terms of reference include the following:
1. To ensure that our Company has formal and transparent procedures for the selection and appointment of new directors to the board and succession plans;
2. To ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets performance benchmarks, and involves a balance between fixed and incentive pay.
3. To develop and implement a plan for identifying and assessing competencies of directors;
4. To identify individuals who are qualified to become board members, taking into account a variety of factors, including, but not limited to:
a) the range of skills currently represented on the board;
b) the skills, expertise, experience (including commercial and/or industry experience) and particular qualities that make individuals suitable to be a director of our Company; and/or
c) the individual's understanding of technical, accounting, finance and legal matters;
5. To make recommendations for the appointment and removal of directors;
6. Ensure that our Company has in place a programme for the effective induction of new directors;
7. To review, on an ongoing basis, the structure of the board, its committees and their inter relationship;
8. To recommend to the Board, the remuneration packages of our Company's Managing / Joint Managing / Deputy Managing / Whole time / Executive Directors and Key Managerial Personnel, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);
9. To be authorised at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, our Company's policy on specific remuneration packages for Company's Managing / Joint Managing / Deputy Managing / Whole-time / Executive Directors, including pension rights and any compensation payment;
10. To carry out evaluation of every director's performance and recommend to the board his/her appointment and removal based on the performance.
11. Devising a policy on Board diversity;
12. To implement, supervise and administer any share or stock option scheme of our Company; and
13. To attend to any other responsibility as may be entrusted by the Board within the terms of reference.
During the Financial Year ended on 31st March 2015, meetings of the Committee were held on 2nd June, 2014, 7th August, 2014, 12th August, 2014, 12th November, 2014 and 4th February, 2015.
The Nomination and Remuneration Policy is annexed at the end of this Report.
Risk Management Committee
The Risk Management Committee (RM Committee) was constituted by the Board on 25th day of March, 2015 adhering to the requirement of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement. The Committee's prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee's constitution meets with the requirement of Clause 49 of the Equity Listing Agreement.
Roles and Responsibilities of the Committee includes the following:
1. Framing of Risk Management Plan and Policy.
2. Overseeing implementation of Risk Management Plan and Policy.
3. Monitoring of Risk Management Plan and Policy.
4. Validating the process of risk management.
5. Validating the procedure of risk minimization.
6. Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.
7. Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.
8. Performing such other functions as may be necessary or appropriate for the performance of its oversight function.
During the Financial Year ended on 31st March 2015, the Committee met once on 25th March, 2015.
• A Statement in summary form of transactions with related parties in the ordinary course of business is placed periodically before the Audit Committee. All transactions with the related parties were on an arm's length basis. And the Company did not have any materially significant related party transactions, which may have potential conflict with interest of the Company.
• For list of disclosures of related party relationship and transactions as per Accounting Standard 18, "Related Party Disclosures", Note 27 to the Annual Audited Accounts of the Company for the FY ended 31st March 2015 may be referred to.
• While preparing Financial Statements for the FY under review, no accounting treatment which was different from that prescribed in the Accounting Standard was followed.
• Resume and other information of the Directors retiring by rotation proposed to be re-appointed at the ensuing Annual General Meeting are given in the Notice relating thereto to the Shareholders as required under Clause 49(IV)(G)(I) of the Listing Agreement.
• A Management Discussion and Analysis Report have been included as a part of this report to the Shareholders for FY ended 31st March 2015.
• No strictures were imposed on the Company by any regulatory authority on any matter related to capital markets during the last three years.
• The Board of Directors of the Company has received a Certificate from the Managing Director and Chief Financial Officer of the Company in compliance of Clause 49(V) of the Listing Agreement.
• All mandatory requirements have been complied with. Compliance of non mandatory requirements is dealt with at the end of the Report.
Code of Conduct
In accordance with the requirement of Corporate Governance the Board of Directors of the Company has formulated a Code of Conduct for Directors and Senior Management Personnel of the Company and the compliance thereof has been affirmed by all concerned. The required declaration to this effect signed by the Managing Director is appended as a separate Annexure to this Report. This Code of Conduct has also been posted on Company's website www.trinitytrade.in .
Code for Prevention of Insider-Trading Practices
The Board has laid down the code of conduct for Prevention of Insider-Trading Practices for its Board of Directors and Designated Senior Management Personnel of the Company in compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1992(SEBI Regulations). The code has been posted on the Company's website www.trinitytrade.in . The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of Trinity Tradelink Limited, and cautioning them the consequences of violations. The Company Secretary has been appointed as the Compliance Officer of the Company.
The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulation, 2015 which shall be applicable from 15th May, 2015.
Means of Communication
Timely disclosure of consistent, comparable, relevant and reliable information on corporate financial performance is the core of good governance. Towards this end:
• The quarterly results of the Company are announced within 45 days of the completion of the quarter and audited annual results are announced within 60 days of end of last quarter and Stock Exchange is immediately intimated after the same is taken on record by the Board. Further coverage is given for the benefit of the Shareholders and Investors by publication of the financial results in the Business Standard and Navshakti, a Marathi newspaper widely circulating in the State of Maharashtra. The Company however does not send half yearly reports to the individual Shareholders.
• Audited/Unaudited financial results and other pertinent information are also available on the Company's website i.e. www.trinitytrade.in
• Information relating to Shareholding pattern, entire Annual Report of the Company and Corporate Announcements/Press Releases made by the Company are also uploaded on the Company's website www.trinitytrade.in .
General Shareholders Information
Time 1.30 PM
Venue M.C. Ghia Hall, 4th Floor, Bhogilal, Hargovindas Bldg., 18/20, K. Dubhash Marg, Kala Ghoda, Mumbai -400 001
Financial Calendar 2015-2016
(tentative and subject to change)
First Quarter Results - by second week of August 2015
Second Quarter Results - by second week of November 2015
Third Quarter Results - by second week of February 2016
Audited Results for the year ending 31st March 2016 - by last week of May, 2016
Book Closure Dates
26.09.2015 to 29.09.2015
Dividend Payment Date
On or before October 29, 2015, if approved by the members
Listing on Stock Exchanges
Name of the Stock Exchange
The BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
The Listing Fees for the FY 2015-2016 has been paid to the Stock Exchange.
The International Security Identification Number (ISIN) allotted to the Company's Share under the Depository System is INE567D01022. The annual custody fee for the FY 2015-2016 has been paid to NSDL and CDSL, the Depositories.
Equity Shares of the Company are regularly traded on BSE. Sources www.bseindia.com
Registrar and Share Transfer Agent for Physical and Demat Segments
Adroit Corporate Services Private Limited
19/20 Jafferbhoy Industrial Estate, Makwana Road, Marol Naka, Andheri (E), Mumbai - 400 059
Phone: +91 22 2859 4060;
Fax: +91 22 2850 3748; Email:email@example.com .
Ms. Neha Singh, Company Secretary
Corp. Office: 238B, A.J.C. Bose Road, Unit 4B, 4th Floor, Kolkata - 700 020
Phone : +91 33 2290 3860, Fax : +91 33 2890 3867
E-mail: firstname.lastname@example.org .
All communications on matters relating to Share Transfers, Dividend etc may be sent directly to Registrar and Share TransferAgent and Complaints, if any, on these matters may also be sent to email@example.com or to the Compliance Officer.
Share Transfer System
Share Transfers are presently registered within a maximum period of 15 (fifteen) days from the date of receipt provided the documents are complete in all respects. The Company has appointed Adroit Corporate Services Private Limited as its Registrar and Share Transfer Agent (RTA) which looks after share transfer works.
Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, Certificates, on half year basis, have been issued by a Company Secretary-in-Practice for due compliance of Share Transfer formalities by the Company.
A Company Secretary in full time practice carried out Reconciliation of Share Capital Audit to reconcile total admitted capital with NSDL and CDSL and the total issued and listed capital. The Audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of Shares in physical form and the total number of Shares in dematerialized form (held with NSDL and CDSL).
Dematerialization of Shares and Liquidity
The Shareholders may have their holding of Equity Shares of the Company Dematerialized either with the NSDL or CDSL if Equity Shares are desired to be held in electronic mode.
Shares held in Physical and Dematerialized Form as on 31st March 2015.
Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on Equity.
The Company being into the business of trading does not have a manufacturing plant. Addresses for correspondence
16 & 17, Washington Plaza, Dispensary Road, Goregaon (West), Mumbai - 400 062
Phone:+91 22 2873 0274; Fax: +91 22 2873 0275 E-mail: firstname.lastname@example.org
238B, A.J.C. Bose Road, Unit 4B, 4th Floor, Kolkata - 400 020
Phone:+91 33 2290 3860; Fax: +91 33 2290 3867 E-mail: email@example.com
Corporate Identity Number
The Corporate Identity Number (CIN) of the Company is L11103MH1985PLC035826. Status of Adoption of the Mandatory and Non Mandatory Requirements: Remuneration Committee:
The Company has constituted 'Nomination and Remuneration Committee' meeting the requirements of Clause 49 of the Equity Listing Agreement and the Companies Act, 2013.
Disclosure of Accounting Treatment:
In the preparation of financial statements, the Company has followed the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014
Risk Management Committee:
The Company has constituted 'Risk Management Committee' meeting the requirements of Clause 49 of the Equity Listing Agreement and the Companies Act, 2013.
The Company continues to remain in the regime of unqualified financial statements and submits Form A for Unqualified Auditors Report along with its Annual Report to the Stock Exchange.
Separate Meeting of Independent Directors:
During the year under review, the Independent Directors met on 12th February, 2015, inter alia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;
ii) Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;
iii) Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Performance evaluation of independent directors:
The Nomination and Remuneration Committee of the Board laid down the evaluation criteria for performance of all its Directors including the Independent Directors. The performance evaluation of the Independent Directors has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation of the Independent Directors are as follows:
• Attendance and participations in the Meetings and timely inputs on the minutes of the meetings
• Adherence to ethical standards & code of conduct of Company and disclosure of non - independence, as and when it exists and disclosure of interest
• Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings
• Interpersonal relations with other directors and management
• Objective evaluation of Board's performance, rendering independent, unbiased opinion
• Understanding of the Company and the external environment in which it operates and contribution to strategic direction
• Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information
Vigil Mechanism/Whistle Blower Policy:
As required by Companies Act, 2013 and Clause 49 of the Listing Agreement, your Company has formulated a Vigil Mechanism / Whistle Blower Policy to maintain the standard of ethical, moral and legal conduct of business operations. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/CEO/Chairman of the Audit Committee in exceptional cases.
Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The Whistle Blower Policy has been disclosed on the Company's website at www.trinitytrade.in . & circulated to all the Directors / employees.
The Company has obtained the Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries regarding compliance of Corporate Governance as stipulated vide Clause 49 of the Listing Agreement and the same is annexed.
All material requirements with respect to Corporate Governance as stipulated in the Listing agreement have been complied with.
For, TRINITY TRADELINK LIMITED
(Formerly, Omnitech Petroleum Limited)
VIKRANT KAYAN Managing Director DIN No. 00761044