REPORT ON CORPORATE GOVERNANCE
1. Company's Philosophy on Corporate Governance
Corporate Governance is a dynamic concept thriving under constantly changing environment. Corporate Governance encompases good corporate practices, laws, procedures, standards and implicit rules that determine a Management's ability to take sound decisions with respect to its various stakeholders viz. its shareholders, creditors, partners, associates, employees and the Government. The objective of Corporate Governance is to maximize long-term shareholder value through an open and transparent disclosure regime enabling every stakeholder to have access to fullest information about the Company and its functioning. Your Company is firmly of the view that Corporate Governance is not an end in itself but a facilitator in maximizing the objective of shareholder's value. Any Corporate which embodies principles of Corporate Governance like openness, transparency, ownership fairness in its functioning is bound to maximize shareholder value and also its own corporate values.
In keeping with the above, your Company reaffirms its commitment to excellence in Corporate Governance and constantly strives to benchmark itself against the best, in its relentless pursuit to attain the highest standards of corporate values and ethics. This is done with the objective of generating long-term economic value for the shareholders, whilst concurrently respecting the interest of other stakeholders.
2. Board of Directors
a) Composition of the Board :
The Board comprises of One Executive Director and two Non-Executive Directors. The Chairman of the Board is an Executive Director and more than one half of the Board comprises of Independent Directors.
Directorships in Private and Foreign Companies, if any are excluded.
it Memberships of only Audit Committee, Shareholders' Grievance Committee and Remuneration Committee have been considered.)
b) Appointment / Re-appointment of Directors :
Pursuant to provisions of Section 152 of the Companies Act, 2013, Mr. Prakash Kumar Mohta retire by rotation in the forthcoming Annual General Meeting. Mr. S. G. Somani and Mr. Basant Kumar Daga are holding the office of Directors categorized as Independent Directors of the Company. As per the provisions of Section 149(10) of the Companies Act, 2013 an independent Director shall hold office for a term upto five consecutive years on the Board of the Company and shall not be liable to retire by rotation. Hence, resolutions for appointment of all the two independent Directors are placed in the Notice of Annual General Meeting for seeking approval of members.
c) Board Meetings and Annual General Meeting :
During the financial year 2013-14, Six Board Meetings were held on 28th June, 2013,24th July, 2013, 27th September, 2013, 7th November, 2013,10th January, 2014 and 31st January, 2014. The previous Annual General Meeting of the Company was held on 31st August, 2013.
Table here under gives the attendance record of the Directors at the Board Meetings held during Financial Year 2013-14.
Name of the Directors No. of Board Attendance at Last
Meetings Attended Annual General Meeting
Mr. Prakash Kumar Mohta 6 No
Mr. S. G Somani 6 No
Mr. Basant Kumar Daga 6 No
d) Code of Conduct:
The Board has laid down a code of conduct for all Board members and senior management of the Company. The Company has obtained the confirmation of the Compliance with the Code from all its Board members and senior management personnel. As required by Clause 49 of the Listing Agreement, the declaration On compliance of the Company's code of conduct signed by Mr. Prakash Mohta, Director of the Company forms a part of this Annual Report.
a) Constitution of Audit Committee :
The Committee comprises three members majority of who are independent directors.
b) Composition of Audit Committee and Number of Meetings Attended :
During the Financial year 2013-14, Four Audit Committee Meetings were held on 28th June, 2013, 24th July, 2013,7th November, 2013, and 31 st January 2014. The composition of the Audit Committee and the number of meeting attended were as under :
Committee Members Designation No of Meetings Attended
Attending the Meeting
Mr. S.G Somani Chairman 4
Mr.Prakash Kumar Mohta Member 4
Mr. Basant Kumar Daga Member 4
c) Attendees :
The Audit Committee invites such of the executives, as it considers appropriate to be present at its meetings. The Manager does attend such meetings. The Statutory Auditors are also invited to these meetings.
d) The Terms of Reference of the Audit Committee :
The terms of reference of the Audit Committee as defined by the Board are as under:
i) Hold discussions with the auditors periodically about internal control systems, the scope of audit including the observations of and review the quarterly, half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems.
ii) 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.
iii) 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.
rv) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
v) Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference 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 (2AA) of Section 217 of the Companies Act, 1956.
(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 judgement 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 financial statements.
(f) Disclosure of any related party transactions.
(g) Qualifications in the draft audit report.
vi) Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
vii) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
viii) 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.
ix) Discussion with internal auditors on any significant findings and follow up thereon.
x) 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.
xi) 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.
xii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared (dividends) and creditors.
xiii) Review of information as prescribed under Clause 49 (II) (E) of the listing agreement, e) Powers of the Audit Committee :
The Board has delegated the following powers to the Audit Committee :
i) Investigating any activity within its terms of reference as above, or in relation to the items specified in Section 292A of the Companies Act, 1956, or as may be referred to it by the Board, from time to time and for this purpose, it shall have full access to information contained in the records of the Company and external professional advice, if necessary
ii) Seek information from any employee.
iii) Obtain outside legal or other professional advice, if necessary.
iv) Secure attendance of outsiders with relevant expertise, if it considers necessary. 4. Remuneration Committee
a) Constitution of Remuneration Committee :
Presently, the committee comprises of three members.
b) Composition of Remuneration Committee and the number of meetings attended : During the financial year 2013-14, no meeting of the Remuneration Committee was held.
c) Terms of reference:
The Committee has the mandate to review and recommend compensation payable to the executive directors and senior management of the Company. It shall also administer the Company's stock option plans, if any, including the review and grant of the stock options to eligible employees under plans. The Committee may review the performance of the Executive Directors, if any and for the said purpose may lay down requisite parameters for each of the executive directors at the beginning of the year.
d) Remuneration Policy:
i) Management Staff:
Remuneration of employees largely consists of basic remuneration and perquisites. The components of the total remuneration vary for different grades and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled by him, his individual performance, etc.
ii) Non-Executive Directors:
The Company has not paid any sitting fees to the Non-executive Directors of the Company during the year under review.
iii) Executive Directors:
Mr. Prakash Kumar Mohta, Director is the only Executive Director in the Company and there was no payment of remuneration to any Director during the year ended 31st March, 2014.
5. Shareholders'/ Investors' Grievance Committee
a) Constitution and Composition of Shareholders' Grievance Committee :
The Shareholders' / Investors' Grievance Committee has been constituted to look into investor's complaints like transfer of shares, non-receipt of declared dividends, etc. and take necessary steps for redressal thereof. The Committee is a Board level committee under the Chairmanship of Mr. Basant Kumar Daga, a Non-Executive Independent Director. Twelve Meetings of the Shareholders' / Investors' Grievance Committee were held during the financial year 2013-14. During the year under review, the said Committee approved transfer of 2450 Equity Shares held in Physical mode.
The present composition of the Shareholders / Investors' Grievance Committee and the number of meetings attended were as under
Name of Director Designation No. of Meeting Attended
Mr. Basant Kumar Daga Chairman 12
Mr. S. G. Somani Member 12
b) Mr. B. L. Bagaria, VP - Works & Administration is the Compliance Officer of the Company.
c) During the year 2013-14, the Company has received Nil complaints fromshareholders / investors. There were no complaints pending as at end of the year.
d) Share Transfers in Physical Mode Shares sent for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if thedocuments are clear in all respects. The Shareholders' Committee of the Companymeets as often as required.
7. Means of Communication
(1) The quarterly results of the Company are generally published in one leading English and one Regional language newspaper. The Company proposes that all quarterly, half-yearly and full year audited results be published at least in 2 newspapers. The quarterly results are further submitted to the Bombay Exchange Limited immediately after the conclusion of the respective meetings.
(ii) No presentations were made to institutional investors or to the analysts during the year under review.
(iii) The Management Discussion and Analysis Report forms a part of this Annual Report.
8. General Shareholder Information
i) Annual General Meeting:
Day, Date and Time : Saturday, 27th September, 2014 at 10.00 a.m.
Venue : Century Bhavan, 771, Dr. Annie Besant Road, Worli, Mumbai-400 030.
ii) Financial Year:
The Company follows April-March as its financial year. The results for every quarter beginning from April are declared in the month following the quarter.
iii) Date of Book Closure: 20th September, 2014 to 27th September, 2014 (both days inclusive)
iv) Listing on Stock Exchanges:
The Company's shares are listed on Bombay Stock Exchange Limited (BSE), The Calcutta Stock Exchange (CSE). The Company has paid the listing fees to the Stock Exchanges within the prescribed time. The Company has received confirmation letter from Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited for voluntary delisting of Equity Shares from the respective stock exchanges.
v) Stock Code/Symbol BSE - 504673 CSE-31173
viii) Share Transfer System :
Applications for transfer of shares held in physical form are received at the office of the Registrars and Share Transfer Agents of the Company. They attend to share transfer formalities at least once in 15 days.
Shares held in the dematerialized form are electronically traded in the Depository and the Registrars and Share Transfer Agents of the Company periodically receive from the Depository the beneficiary holdings so as to enable them to update their records for sending all corporate communications, dividend warrants, etc.
Physical shares received for dematerialisation are processed and completed within a period of 21 days from the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository Participants under advice to the shareholders.
xi) Dematerialisation of Shares and Liquidity:
About 69.31 % of the shares have been dematerialized as on March 31,2014. The equity shares of the Company are traded at Bombay Stock Exchange Ltd. (BSE) & The Calcutta Stock Exchange Ltd. (CSE).
xii) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments conversion date and likely impact on equity:
The Company has not issued any GDRs / ADRs. There were no outstanding convertible warrants as on March 31, 2014.
xiii) Registrar and Share Transfer Agents :
Maheshwari Datamatics Private Limited 6, Mangoe Lane (Surendra Mohan Ghosh Sarani), 2nd Floor, Kolkata - 700 001.
xiv) Plant Locations:
Plot No. C-21, M.I.D.C., Taloja Dist. Raigad, Maharashtra
XV) Address for Correspondence:
For any assistance regarding dematerialisation of shares, share transfers, transmissions, change of address, non-receipt of dividend or any other query relating to shares: Maheshwari Datamatics Private Limited 6, Mangoe Lane (Surendra Mohan Ghosh Sarani) 2nd Floor, Kolkata - 700 001 Tel. : (033) 2243 5029, 2243 5809, 2248 2248 Fax : (033) 2248 4787 Email : email@example.com
xvi) For general correspondence:
Universal Prime Aluminium Limited 1st Floor, Century Bhavan 771, Dr. Annie Beasant Road Worli, Mumbai - 400030 Tel: 022 - 2430 7437 Fax: 022 - 2437 0434
9. Other Disclosures
a. The Company did not have any related party transactions of material nature, with its promoters, Directors or the Management, their subsidiaries or relatives, etc., which may have potential conflict with the interests of the Company at large. Related Party transactions have been disclosed in the Notes to Accounts in the financial statements as at March 31, 2014.
b. Share holdings of the Non-Executive Directors as on 31st March, 2014 is as under:
Name of Directors No. of shares held
Shri S. G Somani NIL
Shri Basant Kumar Daga NIL
c. The Company has complied with the requirements of regulatory authorities on capital markets and no penalty / stricture was imposed on the Company during the last three years.
10. Non - mandatory Requirements:
I. The Board
(a) An office for the use of the Chairman is made available whenever required.
(b) At present there is no policy fixing the tenure of independent directors.
II. Remuneration Committee
Particulars of constitution of Remuneration Committee and terms of reference thereof have been detailed earlier.
IV. Audit Qualification
The observations made by the Auditors in their Report are self Explanatory. The thrust of the Management is to move towards unqualified financial accounts regime.
V. Training of Board Members
There is no formal policy at present for training of the Board Members of the Company as the members of the Board are eminent and experienced professional persons.
VI. Mechanism for evaluating non - executive board members
There is no formal mechanism existing at present for performance evaluation of non- executive directors.
VII. Whistle Blower Policy
The Company has not implemented the whistle blower policy.
CODE OF CONDUCT DECLARATION:
Pursuant to Clause 49 I (D) of the Listing Agreement entered into with the Stock Exchanges, I hereby declare that the Company has obtained affirmative compliance with the code of conduct from all the Board members and senior management personnel of the Company.
For and on behalf of the Board
PRAKASH KUMAR MOHTA
DIN : 00191299
Place : Mumbai
Date :30th May 2014