CORPORATE GOVERNANCE REPORT
Our Company is committed to good corporate governance, which promotes the long-term interests of shareowners, strengthens Board and management accountability and helps build public trust in the Company.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is, essentially, a philosophy. It includes not only the regulatory and legal requirements, but also the deliberate practices developed by the company to protect the best interests of all stakeholders of the Company. Corporate governance is a strong and sustainable framework. It is this framework which cultivates a high level of business ethics with effective supervision, transparency and accountability at all levels. A good corporate governance framework incorporates a system of vigorous checks and balances between Key players; namely, the Board, the management, auditors and various stakeholders. The role and responsibilities of each entity must be clearly understood and transparency must be enforced at each level and at all times.
Independent directors are appointed not merely to fulfill the listing requirement but for their diverse skills, experience and external objectivity that they bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management by asking the right questions and generating quality debates and discussions on major decisions.
The Company is in compliance with all the requirements of the corporate governance code as enshrined in Clause 49 of the listing agreement.
2. BOARD OF DIRECTORS
The Company has an optimum combination of Executive, Non Executive and Independent directors, having a pool of collective knowledge from various disciplines, Finance, Business Management, and Corporate planning etc, on its Board. The Board of Directors of your Company comprises of Four Directors out of which, Three Independent Directors and one Director belongs to Promoter category.
The Board of Directors and its committees meet at regular Intervals.
During the year, information as mentioned in Annexure X to Clause 49 of the Listing Agreements has been placed before the Board for its consideration.
The company issued formal letters of appointment to independent directors in the manner as provided in the Companies Act, 2013. The terms and conditions of appointment are disclosed on the website of the company.
The company has formulated a policy to familiarise 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., through various programmes. The details of various familiarization programmes provided to the Directors of the Company is available on the Company's website www.unimodeoverseas.in
Number of Board Meetings:
The meetings of the Board of Directors are generally held at the Registered Office of the company. Meetings are generally scheduled well in advance. The board meets at least once a quarter to review the quarterly performance and the financial results. The company secretary, in consultation with the Managing Director, prepares the detailed agenda for the meetings. The board papers are circulated to the directors in advance. The members of the board have access to all information of the Company.
During the year under review, ten Board Meetings were held on 29th April, 2014, 30th May, 2014, 11th July, 2014, 13th August, 2014, 16th August, 2014 28th August, 2014, 13th November, 2014, 10th December, 2014, 14th February, 2015 and 9th March, 2015. The maximum time-gap between any two consecutive meetings did not exceed four months.
The board of directors represents the interest of the company's shareholders, in optimising long-term value by providing the management with guidance and strategic direction on the shareholders' behalf. The board has a formal schedule of matters reserved for its consideration and decision, which includes reviewing corporate performance, ensuring adequate availability of financial resources, regulatory compliance, safeguard interest of shareholders and reporting to shareholders.
Resume of the Directors proposed to be appointed
The brief resume of directors seeking appointment/re-appointment is appended in the Notice for convening the Annual General Meeting (AGM).
Code of Conduct for Board members and Senior Management
The Board of Directors has laid down the code of conduct for all the Board members and members of the Senior Management of the Company. Additionally all independent directors of the company shall be bound by duties of independent directors as set out in the Companies Act, 2013 read with the Schedules and Rules thereunder. All the Board members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct is available on the website of the company.
3. COMMITTEES OF THE BOARD
a. To enable better and more focused consideration on the affairs of the Company, the board delegates particular matters to committees of the directors set up for the purpose. These specialist committees prepare the groundwork for decision-making and report at the subsequent board meeting. The board is assisted by various committees - Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee - all chaired by an independent director.The Board decides the terms of reference for these Committees. The minutes of the meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided hereunder:
b. Audit Committee
As on date, the Audit Committee comprises of three (3) Directors. The members of the Audit Committee are Mr. Jatinder Kumar Nangia. Mrs. Madhu Goyal and Mr. Rakesh Jain. , all of whom possess accounting and financial management expertise/ exposure.
The Chairman of the Audit Committee also attended the last Annual General Meeting of the Company. During the period under review, the Audit Committee met 4 times. The Composition of the Audit Committee and attendance at its meetings are as follows:
Four Audit Committee meetings were held during the year and the gap between two meetings never exceeded four months. The dates on which such meetings were held are as follows:
- 30th May, 2014, 13th August, 2014, 13th November, 2014 and 14th February, 2015.
The company secretary acts as the secretary to the committee.
The Committee's composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure.
Powers of the Audit Committee
> To investigate any activity within its terms of reference.
> To seek information from any employee.
> To obtain outside legal or other professional advice
> To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of the Audit Committee inter alia, includes the following:
> 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
> Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of statutory auditors, including cost auditors, and fixation of audit fees and other terms of appointment
> Approving payment to statutory auditors, including cost auditors for any other services rendered by them
> Reviewing with the management, annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
o Matters required to be included in the Directors' Responsibility Statement to be included in the
Directors' Report in terms of sub-section (2AA) of Section 217 of the Companies Act, 1956. o Changes, if any, in accounting policies and practices and reasons for the same
o Major accounting entries involving estimates based on the exercise of judgment by the management
o Significant adjustments made in financial statements arising out of audit findings o Compliance with listing and other legal requirements relating to financial statements o Disclosure of related party transactions o Qualifications in draft audit report
> Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
o 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 utilised for purposes other than those stated in the offer document/prospectus/notice, and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
> Reviewing and monitoring the auditors independence and performance and effectiveness of audit process,
> Approval or any subsequent modification of transactions of the Company with related parties.
> Evaluation of internal financial controls and risk management systems.
> 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.
> 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.
> Review the functioning of the Whistle Blower mechanism.
> Approval of appointment of the CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background of the candidate
> Carrying out such other functions as may be specifically referred to the Committee by the Company's Board of Directors and/or other Committees of Directors.
> Reviewing the following information:
o The Management Discussion and Analysis of financial condition and results of operations;
o Statement of significant related party transactions (as defined by the Audit Committee),
submitted by management;
o Management letters/letters of internal control weaknesses issued by the statutory auditors;
o Internal audit reports relating to internal control weaknesses; and
o The appointment, removal and terms of remuneration of internal auditors / chief internal auditor
> Call for comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issue with the internal and statutory auditors and the management of the Company
c. Stakeholders Relationship Committee (formerly termed as Shareholders'/ Investors' Grievance Committee
During the financial year 2014-15, the Committee met 4 (Four) times. The details as to the composition of the Stakeholders Relationship and Investors Grievance Committee, and the attendance of the members of the Committee during the financial year ended 31st March, 2015 are as follows:
In compliance with the requirement of Corporate Governance under the Listing Agreement with the Stock Exchanges, the Company has constituted a "Shareholders'/ Investors Grievance Committee" to look in to issues relating to the Shareholders including share transfers.
The Committee deals with the following matters:
> Noting transfer/transmission of shares.
> Review of dematerialised/rematerialised shares and allother related matters.
> Monitors expeditious redressal of Investor grievance matters received from Stock Exchanges, SEBI, ROC,etc.
> Monitors redressal of queries/complaints received from members relating to transfers, non-receipt of Annual Report, dividend etc.
> All other matters related to shares/debentures.
Redressal of Investor Grievances
The Company addresses all complaints, suggestions, grievances and other correspondence expeditiously and replies are sent usually within 7-10 days except in case of other impediments. The Company endeavours to implement suggestions as and when received from the investors. During the year all the complaints received from the shareholders, were replied/resolved promptly to the satisfaction of the shareholders and there were no complaints pending as on date. The Company and Share Transfer Agents expeditiously reply to all grievances/correspondences of the shareholders and investors from time to time.
Ms. Preeti Sharma, Company Secretary, is the Compliance Officer of the Company and can be contacted at: Unimode Overses Limited, 304A/10178, IIIrd Floor, Ravinder Plaza, Abdul Aziz Road, Karol Bagh, New Delhi-110005 E-mail: email@example.com Complaints or queries relating to the Shares can be forwarded to the Company's Registrar and Transfer Agents -M/s Skyline Financial Services Private Limited at<mailto:firstname.lastname@example.org>email@example.com
d. Nomination and Remuneration Committee
The Composition of the Remuneration Committee and attendance at its meeting is as follows.
The role of the Nomination and Remuneration Committee, inter-alia, includes the following:
> Identifying persons who are qualified to become directors and who may be appointed in senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
> Formulation of criteria for evaluation of Independent Directors and the Board;
> Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
> Devising a policy on Board diversity;
The Remuneration of the Executive Directors is recommended by the Nomination and Remuneration Committee based on criteria such as industry benchmarks, the Company's performance vis - a - vis the industry, the responsibility shouldered, performance/track record and is decided by the Board of Directors.
Nomination and Remuneration Policy
Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Act, the Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy which provides guidance on:
a) Selection Criteria for Directors: The Company shall consider the following aspects while appointing a person as a Director on the Board of the Company:
> Skills and Experience: The candidate shall have appropriate skills and experience in one or more fields of finance, law, management, sales, marketing, administration, public administrative services, research, corporate governance, technical operations or any other discipline related to the Company's business.
> Age Limit: The candidate should have completed the age of twenty-one (21) years and should not have attained the age of seventy (70) years.
> Conflict of Interest: The candidate should not hold Directorship in any competitor company, and should not have any conflict of interest with the Company.
> Directorship: The number of companies in which the candidate holds Directorship should not exceed the number prescribed under the Act or under the Listing Agreement requirements.
> Independence: The candidate proposed to be appointed as Independent Director, should not have any direct or indirect material pecuniary relationship with the Company and must satisfy the requirements imposed under the Act or under the Listing Agreement requirements.
b) Selection Criteria for Senior Management: As per policy, Senior Management for the purpose of this policy shall mean employees hired at the level of Divisional Heads and Corporate Functional Heads or equivalent positions. The policy provides that the candidate should have appropriate qualifications, skills and experience for discharging the role. The qualifications, skills and experience of each such position shall be defined in the job description, which will be maintained by the HR function.
> Remuneration for Directors, KMP and other Employees: The policy provides that the remuneration of Directors, KMP and other employees shall be based on the following key principles:
• Pay for performance: Remuneration of Executive Directors, KMP and other employees is a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goal. The remuneration of Non-Executive Directors shall be decided by the Board based on the profits of the Company and industry benchmarks.
• Balanced rewards to create sustainable value: The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors and employees of the Company and encourage behavior that is aligned to sustainable value creation.
• Business Ethics: Strong governance processes and stringent risk management policies are adhered to, in order to safeguard our stakeholders' interest.
> Performance Evaluation: The process approved by the Nomination and Remuneration Committee requires the Chairman to initiate the performance evaluation process in the month of April every year. The performance evaluation is conducted based on approved criteria in the evaluation forms. The process highlights are as under:
a) Board: Each Board member completes the self-evaluation form. Independent Directors discuss the self-evaluation forms in a separate meeting and share their feedback with the Chairman. The Chairman discusses the evaluation form analysis with the entire Board at the Board Meeting.
b) Committees: Each Committee member completes the self-evaluation form and shares feedback with the Chairman. The Chairman discusses the evaluation form analysis with the entire Board at the Board Meeting.
c) Independent Directors: Each Board member completes the peer evaluation and shares feedback with the Chairman. The Chairman conveys feedback individually to the concerned Directors.
Remuneration of the Directors
During the Financial Year ended 31st March, 2015, the Company has not paid any remuneration/Sitting Fees to its Directors.
e. Risk Management Committee
The Board has constituted the Risk Management Committee as per the requirements of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Agreement.
The Risk Management Committee lays down procedures
A) To inform Board members about the risk assessment and minimization procedures.
B) Framing, implementing and monitoring the risk management plan for the company.
C) Any other matter that may be entrusted to the Committee by the Board.
The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the Chairman of the Committee. The Company has established effective risk assessment and minimization procedures, which are reviewed by the Board periodically. The procedures comprise of an in-house exercise on Risk Management, carried out periodically by the Company, including the functioning of a structure to identify and mitigate various risks faced by the Company from time to time. The structure also comprises of risk identification and assessment by the concerned departments, identification of controls in place/ mitigation process in place, updating of risk registers by various departments if required. These reports are consolidated and presented by the Chairman, to the Board of the Company. Your Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance requirements and proactively develops measures to comply with such requirements.
Your Company by identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders, including owners, employees, customers, regulators, and society overall. A detailed report on risk management is provided herewith in this Annual Report.
4. INDEPENDENT DIRECTORS' MEETING
During the year under review , the Independent Directors met on March 31, 2015, inter alia to discuss:
i. review the performance of non-independent directors and the Board as a whole;
ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
> Related Party Transactions
Besides the transactions mentioned elsewhere in the Annual Report, there were no other materially significant related party transactions that may have potential conflict with the interests of the Company at large.
> Details of non-compliance(s) by the Company:
Your Company has complied with all the requirements of the Stock Exchange(s) and the Securities Exchange Board of India on matters related to Capital Markets or any other matter, as may be applicable from time to time. There were no penalties imposed or strictures passed against the Company by the statutory authorities in this regard.
> Accounting treatment in preparation of financial statements
The guidelines/ accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all material respects.
> Risk Management
Your Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company.
> Code for Prevention of Insider Trading Practices
The Company has instituted a comprehensive Code for prevention of Insider Trading, for its Directors and designated employees, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.
The objective of this Code is to prevent purchase and/or sale of shares of the Company by an insider on the basis of unpublished price sensitive information. Under this Code, Directors and designated employees are completely prohibited from dealing in the Company's shares when the Trading Window is closed. Further the Code specifies the procedures to be followed and disclosures to be made by Directors and the designated employees, while dealing with the shares of the Company and enlists the consequences of any violations.
The Company has adopted a Whistle Blower Policy and has established the necessary mechanism in line with the requirements under the Companies Act, 2013 and Listing Agreement:
• For employees to report concerns about unethical behavior;
• To establish a mechanism to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Integrity Policy; and
• To ensure that adequate safeguards shall be provided to the whistle blowers against any victimization or vindictive practices like retaliation, threat or any adverse (direct or indirect) action on their employment. The Policy also ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
No personnel/ person has been denied access to the Audit Committee. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and Board. The Audit Committee on a quarterly basis looks into matters reported and track matters to closure as per law.
> Code of Conduct
Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., www. www.unimodeoverseas.in All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company's Code of Conduct for the financial year ended March 31, 2015.
> CEO/CFO Certification
As required under Clause 49 (V) of the Listing Agreement with the Stock Exchanges, the CEO & CFO of the Company have certified to the Board regarding the Financial Statements for the year ended March 31, 2015 which is annexed to this Report.
> Management Discussion and Analysis Report
Management Discussion and Analysis is given in a separate section forming part of the Directors' Report in this Annual Report.
> The Auditor's certificate on Corporate Governance is enclosed.
7. MEANS OF COMMUNICATION
(a) The quarterly/half-yearly/annual financial results are generally published in the English and Hindi Newspapers i.e. Millennium Post, Samachaar Jagat
(b) The results of the Company are also posted up on the Company's corporate website: www.unimodeoverseas.in.
(c) All important information pertaining to the Company is also mentioned in the Annual Report of the Company which is circulated to the members and others entitled thereto for each financial year.
(d) Your Company provides necessary information to the Stock Exchanges in terms of the Listing Agreement and other rules and regulations issued by the Securities Exchange Board of India.
23rd Annual General Meeting Date
28th September, 2015 1400 Hours 143, Swarna Park, Mundka, Delhi-110041
Financial Calendar Year ending
AGM in : March 31, 2015 September
Date of Book Closure/Record Date
Thursday, September 24, 2015 to Monday, September 28, 2015 (both days inclusive)
The financial year of the Company covers the financial period from April 1 to March 31.
During the financial year under review, the Board Meetings for approval of quarterly and annual financial results were held on the following dates:
1st Quarter Results : August 13, 2014
2nd Quarter Results : November 13, 2014
3rd Quarter Results : February 14, 2014
4th Quarter & Annual Results : April 24, 2015
Listing on Stock Exchanges
Bombay Stock Exchange, Madras Stock Exchange, Delhi Stock Exchange and Jaipur Stock Exchange.
Registrar and Transfer Agent
M/s Skyline Financial Services Pvt. Ltd. Contact Person: Mr. Virender Rana Address: D-153-A, 1st Floor Okhla Industrial Area Phase-1 New Delhi-110020 Tel. : 011-26812682, 83, 011-64732681 to 88 Fax:011-26812682 E-mail: firstname.lastname@example.org Website: <http://> www.skylinerta.com
ISIN (Equity Shares) in NSDL & CDSL: INE348N01018 BSE Code:512595
Corporate Identification Number
Corporate Identity Number (CIN) of the Company,allotted by the Ministry of Corporate Affairs, Government of India is L51909DL1992PLC048444
Share Transfer System:
The Company's share being in compulsory Demat list, are transferable through the depository system. However, shares in the physical form are processed by the Registrar & Transfer Agent and approved by the Shareholders and Investors Grievance Committee. The Committee has delegated the authority for approving share transfer, transmission etc. The details of transfers/transmission so approved from time to time, is placed before the Shareholders'/Investors' Grievances Committee. The share transfer process is reviewed by the said committee.
The Company obtains from a Company Secretary in Practice, the half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchanges and the said certificate is submitted with the Stock Exchanges within the stipulated time period.
Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity
The Company does not have any outstanding GDRs/ ADRs/ warrants or any convertible instruments as on date.
Details of Non-Compliance:
The Company has complied with all the requirements of regulatory authorities and no penalties or strictures were imposed on the Company by any Stock Exchange or SEBI or any statutory authority on any matter related to capital market over the last three years.
Address for correspondence:
The Shareholders may send their grievances/queries to the Registrar & Share Transfer Agent at their address mentioned above or to the Company at:
M/s Unimode Overseas Limited
304A/10178, IIIrd Floor, Ravinder Plaza, Abdul Aziz Road, Karol Bagh, New Delhi-110005 Email Id-<mailto:email@example.com <mailto:firstname.lastname@example.org>Website: www.unimodeoverseas.in
Green Initiative In Corporate Governance
Pursuant to Circular No. 17/2011 dated 21st April, 2011 and Circular No. 18/2011 dated 29th April, 2011, Ministry of Corporate Affairs (MCA) has launched "Green Initiative in Corporate Governance" whereby the companies are allowed to send notices, documents and other communication to the shareholders in electronic mode.
Your Company encourages its shareholders to support the "Green Initiative" by registering their email addresses with their respective depositories/ Company's Registrar and Transfer Agent and intimate changes in the email address from time to time.