REPORT ON CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 - 03 - 2014
1. Company's Philosophy on Code of Governance
The company believes in abiding by the Laws of the Land.
2. Board of Directors
a. Composition and Category of Directors
The Board comprises of 3 Non-Executive Directors, all of them are independent.
There is no pecuniary relationship / transaction with any of the Directors other than reported elsewhere.
b. Attendance of each Director at the Meetings of the Board of Directors and the last Annual General Meeting.
During the financial year 2013-2014 the Board met 4 times on 30th April 2013, 12th August 2013, 6th November 2013 and 10th February 2014. The following table gives details pertaining to attendance of Directors at the board meetings and at the last annual general meeting and number of companies and committees where they are Director/Member
None of the Directors is a member of more than ten Board-level Committees or Chairman of more than five such Committees, as required under Clause 49 of the listing agreement, across all companies in which they are directors.
All information as required under Annexure 1A to Clause 49 is being made available to the Board.
c. Code of Conduct
The Board of Directors of the Company have laid down a Code of Conduct applicable for all Board Members and the Senior Management of the Company. This Code of Conduct is displayed in the website of the Company www.upasanafinance.com Further, all Board Members and the Senior Management of the Company have affirmed their adherence to the Code. A declaration signed by Sri S Ramakrishnan, Director to this effect is enclosed at the end of this report.
d. Prevention of Insider Trading
The Company has framed a code of conduct for Prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992. This Code is applicable to all Board members / officers / designated employees. The code ensures the prevention of dealing in shares by persons having access to unpublished price sensitive information
3. Audit Committee
The Audit Committee of the Board comprises of three Directors with all of them being independent viz. Sri R Ramakrishnan, Sri S E S Mani and Sri S Ramakrishnan with Sri R Ramakrishnan as its Chairman. Meetings and attendance during the year.
Four Meetings of the Audit Committee were held during the year on 30th April 2013, 12th August 2013, 6th November 2013 and 10th February 2014.
Brief Description and terms of reference:
The Terms of Reference of Audit Committee cover the matters specified for Audit Committees under clause 49 of the Listing Agreements as well as in Section 292 of the Companies Act, 1956. The role of Audit Committee is as prescribed under clause 49(II)(D) of the Listing Agreement.
4. Remuneration / Compensation Committee
The Company has not set up a Remuneration Committee. The Directors have waived even the sitting fees and do not receive any remuneration
5. Investor/ Shareholder Grievance Committee
The Share Transfer and Investor/Shareholder Grievance Committee of the Board comprises of Sri R Ramakrishnan, Chairman, Sri S E S Mani and Sri S Ramakrishnan, as members. The Committee deals inter alia with redressal of Investors/ shareholders complaints. Sri R Krishnan, Secretary of the Company is the Compliance Officer of the Company. During the year, 15 queries and 2 complaints were received from shareholders/ investors and other agencies, all of which have been resolved. The Company has no transfer application pending for registration as at 31st March 2014.
All the resolutions set out in the respective notices were passed by the shareholders. No Postal Ballots were required to be used for voting at these meetings. No Special Resolution is proposed to be passed by Postal Ballot at the ensuing Annual General Meeting. The Companies Act, 2013 has mandated listed Companies to facilitate its shareholders to vote through electronic means. Consequent to this, the Company has entered in to agreement with NSDL for providing E-voting facility to its shareholders
Brief background, functional experience of the Director seeking appointment / re-appointment.
The detail of Director seeking appointment/re-appointment is provided in the Notice calling for the Annual General Meeting.
Transactions where Directors may have pecuniary interest
All details relating to financial and commercial transactions where Directors may have pecuniary interest are provided to the Board, and the interested Directors neither participate in the discussion, nor do they vote on such matter. In matters other than those involving pecuniary interest, the Directors are considered to be interested to the extent of their shareholding in the Company and the following is the status of their shareholding as on 31st March 2013.
Materially significant related party transactions during the year ended 31st March 2014.
There are no materially significant related party transactions made by the company with its Promoters, Directors, their subsidiaries, relatives etc. that may have potential conflict with the interests of the Company at large. The Register of Contracts containing the transactions in which Directors are interested is placed before the Board regularly and approval obtained. Accounting Treatment
The Company follows Accounting Standards prescribed, by the Central Government in consultation with National Advisory Committee on Accounting Standards, under the Companies (Accounting Standards) Rules, 2006 and in the preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standard. Instances of non compliance
There were no instances of non-compliance by the Company, penalties, and strictures imposed on the Company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during the last three years.
The Company has fully complied with all matters relating to Capital market and Listing Agreements with the Stock exchanges.
The Company has complied with all mandatory requirements. Adoption of non-mandatory requirements is provided under Item No. 10 of this report.
8. Means of Communication
The Company mails the Annual Report every year individually to all the shareholders. The Management Discussion and Analysis Report forms a part of this Annual Report.
The quarterly, half yearly and annual results are published in Trinity Mirror (English) and Makkal Kural (Tamil). These are not sent individually to the Shareholders. The Financial Results are displayed on the website of the Company, www.upasanafinance.com
General Shareholder Information
1 Annual General Meeting, Date and Time and Venue
26th September 2014, 10.00 AM. Narada Gana Sabha Mini Hall, New No. 254 (Old No. 314) T T K Road, Alwarpet, Chennai 600 018
2 Financial Calendar 2014-2015
First Quarter Results : On or before 14.08.2014
Half-Yearly Results : On or before 14.11.2014
Third Quarter Results : On or before 14.02.2015
Annual Results for the year ending 31st March 2015 : On or before 30.05.2015
3 Book Closure date : 22/09/2014 to 26/09/2014
4 Listing of Equity Shares on Stock Exchanges
The equity shares of the Company are listed with Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange Limited (MSE).
The Company has paid the annual listing fees to the Stock Exchanges for the year 2014-2015.
5 Registrar and Transfer Agents
Integrated Enterprises (India) Limited, Kences Towers, II Floor No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai 600 017 are acting as common agency for all investor servicing activities relating to both electronic and physical segments.
ISIN No. for Company's Equity shares in Demat Form Depository Connectivity
Madras Stock Exchange - UPASANFIN Bombay Stock Exchange - 511764 INE819K01014
National Securities Depository Limited (NSDL) Central Depository Services (India) Limited (CDSL)
7 Share Transfer System
All the transfer of shares in physical form are processed and approved by the Share Transfer and Shareholder/Investor Grievance Committee Share Transfers/Remat requests are processed within a period of 15 days from the date of receipt. Demat requests are processed within a period of 10 days from the date of receipt. In compliance with the Listing / SEBI Guidelines,
A Practising Company Secretary carried out Secretarial Audit on "Dematerilised Equity Shares and Equity Shares in physical form' every quarter and the necessary Reports are filed with the Stock Exchanges. The Equity Shares in Dematerilised form and Physcial form tally with the issued/paid-up and listed capital of the Company.
A Practising Company Secretary carries out a Due Diligence survey, pertaining to share transfers every six months and necessary certificates to that effect are issued and the same are filed with the Stock Exchanges.
Pattern of Shareholding as on 31.03.2014 : Data in statement form - Enclosed
9 Distribution of Shareholding as on 31.03.2014 : Data in statement form - Enclosed
Share Performance / Share Price Data - High/Low : Data in statement form - Enclosed
11 Dematerialisation of Shares
Details of public funding obtained in the last three years :
Shares of the Company can be he held and traded in electronic form. 3452971 Nos. of equity shares is held in dematerialized form with NSDL and CDSL as on 31st March 2014.
Outstanding GDRs / ADRs / Warrants or any convertible instruments :
No capital has been raised in the last three years.
Registrar and Share Transfer Agent of the Company : Not issued
Integrated Enterprises (India) Limited, Kences Towers, II Floor No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai 600 017 Telephone 044 - 28140801 - 803 Fax : 044-28142479, 2814 3378 E-mail : email@example.com
12 Address for communication
III Floor, Auras Corporate Centre, No.98 A, Dr Radhakrishnan Salai, Mylapore, Chennai 600 004. Phone : 044- 28478605
13 Compliance Officer
Sri R Krishnan, Secretary III Floor, Auras Corporate Centre, No.98 A, Dr Radhakrishnan Salai, Mylapore, Chennai 600 004. Phone: 044-28478605 E.mail : firstname.lastname@example.org
14 Exclusive E-mail id for redressal of investor complaints
In terms of Clause 47(f) of the Listing Agreement, investors may use the E-mail id: email@example.com for redressal of complaints.