CORPORATE GOVERNANCE REPORT:
Pursuant to clause 49 of the listing agreement, a report on corporate governance is given below:
1) Company's philosophy on code of governance:
The board of Directors of your company strongly supports and advocates the principles of corporate Governance. Corporate Governance deals with the laws, procedures and practices to determine Company"s ability to take managerial decisions and in particular relations with Shareholders, Customers / Suppliers and Employees by transparency, accountability and integrity. The objective of Good Corporate Governance is to enhance the long-term shareholders value and maximize interest of other Shareholders. This in turn will lead to corporate growth and the actions of the management arising out of this Corporate Governance would create wealth for the Company as well as for Society at large.
2) Board of Directors: Composition & Category of Directors
The present strength of the Board is 4 Directors. The Board comprises of executives and non-executive Directors. There are 1 Executive Director (Promoter) and 1 Non Executive Non Promoter director and 2 independent directors.
During the year five Board meetings were held and the gap between two meetings did not exceed 4 months. The Board meetings were held on 29th May 2014, 14th August, 2014, 28th August 2014 , 13th November,2014, and 12th February, 2015 , and None of the Directors on the Board is a member of more than 10 Committees and more than 5 Committees as Chairman. The names and category of Directors on the Board, their attendance at Board meetings during the year and at the last Annual General Meetings and also the number of
The Audit Committee comprises of Executive and non-executive Directors Mr. Shailesh Naik And Mr Dilip. Gajjar are the two Independent Directors, Mr Umesh Gandhi is a NON EXECUTIVE NON PROMOTER Director set up with scope of activities as set out in Clause 49 of the listing agreement with the Stock Exchanges read with Section 177 of the Companies Act,2013. The broad terms of reference are as contained in Clause 49. Statutory Auditors of the Company attend the meeting. and MR. Umesh Gandhi
NON EXECUTIVE NON PROMOTER Director is the coordinator of the Committee. The Audit Committee met during the year on 29/05/2014, 14/08/2014, 28/08/2014, 13/11/2014 and 12/02/2015 Under the chairmanship of independent director Mr. Shailesh Naik The attendance of the Members at the meetings is stated here in below:
1. To investigate any activity within its terms of reference;
2. To seek information from any employee;
3. To obtain outside legal or other professional advice;
4. To secure attendance of persons with relevant expertise, if it consides necessary;
5. To oversee the company's financial report process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible;
6. To recommend the appointment and removal of external auditor, fixation of audit fees and also approval of payment for any other services;
7. Reviewing with the management the annual financial statements before submission to the Board, with particular reference to:
• Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Section 134(5) of the Companies Act, 2013.
• Changes, if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgment by management.
• Significant adjustments made in the financial statements arising out of audit findings.
• Compliance with listing and other legal requirements relating to financial statements.
• Disclosure of any related party transactions.Qualifications in the draft audit report.
8. Reviewing with the management, external and internal auditors, the adequacy of internal control systems;
9. Reviewing with the management the quarterly financial statements before submission to the Board;
10. Reviewing the adequacy of internal audit function, including the structure of the internal audit function, staffing and seniority of the official heading the department, reporting coverage and internal audit;
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 external auditors before the audit commences, nature and scope of audit as well as have post-audit discussion to ascertain any area of concern;
13. Reviewing the company's financial and risk management policies;
4) NOMINATION AND REMUNERATION COMMITTEE:
During the year, the board constituted a Nomination and Remuneration Committee of Directors (NRC) in terms of SEC 178 of the Act 2013 and clause 49 of the Listing Agreement.
Composition of the Committee
MR. SHAILESH NAIK (DIN NO 00892216) The Independent Director acts as the chairman of the NRC. MR. Umesh Gandhi acts as the Secretary of the Committee. The chairman of the committee remains present in the Annual General Meeting of members of the company.
The broad terms of reference of the NRC are as under:
01] Guiding the board for laying down the terms and conditions in relation to appointment and removal of Director(s), Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of the company,
02] Evaluating the performance of the Director(s) and providing necessary report to the board for its further evaluation and consideration,
03] Recommending to the board on remuneration payable to the Director(s),KMPs and SMPs of the company based on (i) the company's structure and financial performance and (ii) remuneration trends and practices that prevail in peer companies,
04] Retaining motivating and promoting talent among the employees and ensuring long term sustainability of talented SMPs by creation of competitive advantage through a structured talent review
05] Devising a policy on the diversity in the board,
06] Developing a succession plan for the board and SMPs.
THE ROLE/SCOPE OF THE NRC IS AS FOLLOWS:
01] To make recommendations to the board with respect to the incentive compensation plans for executive Director(s) and remuneration of non executive Director(s),
02] To identify persons who are qualified to become Director(s), KMPs, and SMPs of the company,
03] To recommend to the board for appointment. Removal of Director(s), KMPs and SMPs of the company,
04] To formulate criteria for determining qualification, positive attributes and independence of a Director,
The Company has no pecuniary relationship or transaction with its non executive directors including sitting fees for attending board meetings.
The committee reviews and recommends to the board on matters to fixation and payment of remuneration to the Managing Director and Keeping in view the principles of transparency, integrity linked with the profitable operations, the remuneration to the Managing Director is fixed ad hoc pay plus the reimbursements to attend the duties. During the year under report the Managing Director & Executive Director has been paid the following aggregate payments:
The Directors have decided not to receive the sitting fees in view of the financial position of the Company. The requisite approvals/confirmations under the erstwhile Companies Act 1956 have been obtained from members of the company
5) The Shareholders and Investor Grievance Committee:
During the year, Investor Grievance Committee was renamed as Stakeholders Relationship Committee in compliance with the requirements of SEC 178 of the Companies Act 2013. The investors/shareholders grievance committee comprises executive and non executive Directors. The composition and the attendance of each members of the Committee at the meeting are as follows:
MR UMESH GANDHI ( DIN NO 01894891) Non Executive Non Promoter Director has been acting as coordinator of the committee.
The Share holders and investor grievance committee meetings were held during the year 2014-2015 on 10/04/14, 15/05/14, 12/06/14, 20/07/14, 22/08/14, 21/09/14, 18/10/14, 10/11/14, 20/12/14, 20/01/15, 15/02/15 and 20/03/15.
All the complaints received from the Shareholders have been attended for redressed and the actions have been taken in relation to the grievances of the investors.
Disclosures of related party transactions as required by the Accounting Standard 18 have been given in the Note No. 02 - other disclosure 2.11(n), as attached to the Accounts. There are no material significant transactions with its promoters, as a Director or the management or relatives or subsidiaries that may have potential conflicts with the interest of the Company.
There is no non-compliance by the Company and no penalties, strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to Capital market during the last 3 years.
Address for communication:
607, World Trade Center, Sayajigunj, Vadodara 390005.
EMAIL firstname.lastname@example.org PHONE :0265-2363496
Registrar and Transfer Agent:
M/s. PURVA SHARE REGISTRY (INDIA). Ltd,
Registrar and Share Transfer agent
Address:9,Shiv ShaktiIndustrial Estate,LowerParel (E), MUMBAI 400011 E-MAIL: email@example.com PHONE : 022-23018261
Share Transfer System: All transfer requests received are processed and approved by an authorized officer/compliance officer of the Company after a careful scrutiny of the same for transfer or rejection, as the case may be.
Shareholders holding their Shares in electronic mode are advised to address all correspondence to their respective depository participants. As on date no complaints received are pending for redressal and the Company ensures to attend to the Complaints within the period notified by the SEBI guidelines
9) STOCK MARKET DATA RELATING TO SHARES LISTED IN INDIA
Monthly high and low quotation and volume of equity shares traded on BSE for the financial year 2014-15.
12) DEMATERIALIZATION OF SHARES AS ON 31st MARCH, 2015 AND LIQUIDITY.
The Company's Shares are compulsorily traded in Dematerialized form and are available for trading on Central Depository Services (I) Limited (CDSL). 75,312 equity shares of the Company representing 2.31 % of
14) INSIDER TRADING REGULATIONS
After the Securities and Exchange board of India has amended the Insider Trading Regulations in January 2015 which came into effect from 14Th MAY 2015, the company has suitably revised the UTL Code of Conduct for prevention of Insider Trading and code of corporate disclosure practices which your company has adopted. This code of conduct is applicable to all Directors, such identified employees of the company who are expected to have access to unpublished price sensitive information relating to the company and other connected persons. MR PARIMAL SHAH, The MANAGING DIRECTOR (Chief Executive Officer) of the company is the compliance officer for the purpose of these regulations.
15) VIGIL MECHANISM (WHISTLE BLOWER)
The company has not denied access to any personnel to approach the management on any issue. The company is in the process of formulating a policy on vigil mechanism as required under the Companies Act 2013.
16) RECONCILIATION OF SHARE CAPITAL CERTIFICATION
The Practicing Company Secretary based on the data furnished by REGISTRAR & TRANSFER AGENT have carried out a verification of share capital as per clause 55A of the Listing Agreement with observations to reconcile total admitted capital with Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Audit evidences that the total issued and paid up share capital is in agreement with the total number of shares in physical form and the total no. of dematerialized shares held in CDSL.
DECLARATION BY THE CEO ON CODE OF CONDUCT AS REQUIRED BY CLAUSE 49.II.E.2
I Mr PARIMAL R. SHAH ,the Chief Executive Officer of the company hereby declare that all the members of board of Directors and senior management personnel have affirmed compliance with Code of Conduct, as applicable to them, in respect of the financial Year.
FOR UTL INDUSTRIES LIMITED
Mr Parimal Shah
Chairman & Managing Director
Address for Correspondence
607, World Trade Center, Sayajigunj, VADODARA- 390005
Date : 04th September, 2015