PHILOSOPHY OF THE COMPANY ON THE CODE OF CORPORATE GOVERNANCE
Vakrangee's philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices. Corporate Governance is that crucial muscle which encourages and moves a viable and accessible financial reporting structure and which enables a transparent system. Through the Governance mechanism in the Company, the Board along with its Committees undertake its fiduciary responsibilities to all its stakeholders by ensuring transparency, fairplay and independence in its decision making.
Corporate Governance signifies acceptance by management of the inalienable rights of shareholders as the true owners of the organization and of their own role as trustees on behalf of the shareholders. Strong corporate governance is indispensable to resilient and vibrant capital markets and is an important instrument of investor protection.
At Vakrangee, our aspirations have always been of protecting, strengthening and aligning together the interest of all the stakeholders and to satisfy that, we strive hard to implement and continue to follow our core values which are "Belief in people, Entrepreneurship, Customer orientation and pursuit of excellence". Your Company endeavor to put in the right pedestal blocks for future growth and ensuring that we achieve our ambitions in a prudent and sustainable manner with strict adherence to best corporate governance practices.
Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managed in a way which ensures accountability, transparency, and fairness in all its transactions in the widest sense and meet its stakeholder's aspirations and societal expectations.
At Vakrangee, we are committed to meeting the aspirations of all our stakeholders. This is demonstrated in shareholder returns,our credit ratings, governance processes and an entrepreneurial and performance focused work environment.
The Board of Directors manages the affairs of the company in the best interest of the shareholders, providing necessary guidance and strategic vision. The Board is also responsible to ensure that the Company's management and employees operate with the highest degree of ethical standards.
Over the years, governance processes and systems have been strengthened and institutionalized at Vakrangee. Towards implementation and continuation of sound code of corporate governance practices,6 committees are operating for specific purposes: viz. Audit Committee, Nomination and Remuneration and Compensation Committee, Stakeholders Relationship Committee, Resource Committee, Corporate Social Responsibility Committee, Risk Management Committee and Corporate Governance Committee.
Your Company is committed to maintain the highest standards of Corporate Governance. Your directors adhere to the stipulations set out in the listing agreements with the Stock Exchanges. A report on Corporate Governance as stipulated under clause 49 of the listing agreements forms part of Annual Report.
Your Board of Directors present the Corporate Governance Report for the year 2014-15 based on the disclosure requirements under Clause 49 of the Listing Agreement existing as on March 31,2015.
The Chairman is the Executive Director and the number of Independent / Non-Executive Directors constitutes more than 50% of the Board at any point of time. All Independent, Non-Executive Directors comply with the legal requirements of being "independent"
According to Clause 49 of the Listing Agreement with the stock exchanges, an independent director means a person other than an officer or employee of the company or its subsidiaries or any other individual having a material pecuniary relationship or transactions with the company which, in the opinion of the Board of Directors would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
As per the Listing agreement, the Board of Directors must meet at least four times in a year, with a maximum time gap of four months between any two meetings.
During the last financial year, our Board met Eight times, on May 22, 2014, July 3, 2014, July 17, 2014, September 1, 2014, November 14, 2014, December 4, 2014, February 14, 2014 and March 31, 2015. All the Board meetings were held at the Company's registered office at Mumbai, India.
The attendance of the directors at the board meeting held during the year is given below:
Details of Directors being re - appointed and appointed.
One of the existing Directors who retire by rotation is proposed to be re - appointed as Director at the ensuing Annual General Meeting.
As of March 31, 2015 your Company had Seven Board Committees. These are:
1. Audit Committee
2. Nomination and Remuneration and Compensation Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Corporate Governance Committee
6. Resource Committee
7. Risk Management Committee
Terms of reference
The terms of reference of the Audit Committee inter-alia are as follows:
(i) internal audit control systems;
(ii) scope of audit;
(iii) review of financial statements;
(iv) compliance with internal audit control systems; and
(v) all such other functions as required to be performed under the requirements of corporate governance, Companies Act, 2013 and the Equity Listing Agreements.
The terms of reference stipulated by the Board to the Audit Committee as mentioned above are, as contained under Clause 49 of the Listing Agreement.
The Audit Committee of our Company (the "Audit Committee") comprises of three members, of which two-third are Independent Directors. The chairman of the Audit Committee is an Independent Director. All the members of the Audit Committee are financially literate and at least one member has accounting or related financial management expertise. The Audit Committee was last re-constituted on September 30, 2013, and its current composition is as follows:
Meetings & Attendance during the year
Terms of Reference of the committee include:
• To formulate criteria for determining qualifications, positive attributes and independence of a Director.
• To formulate criteria for evaluation of Independent Directors and the Board.
• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
• To carry out evaluation of Director's performance.
• To recommend to the Board the appointment and removal of Directors and Senior Management.
• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
NOMINATION AND REMUNERATION AND COMPENSATION COMMITTEE
As per the requirements of Clause 49 of the Listing Agreement, the Company had constituted a Nomination and Remuneration and Compensation Committee. The said committee was reconstituted on March 25, 2014 and subsequently, in compliance with the requirements of Section 178 of the Companies Act, 2013, it was renamed the Nomination and Remuneration and Compensation Committee on May 22, 2014 (the "Nomination and Remuneration and Compensation Committee"). Its current composition is as follows:
• To devise a policy on Board diversity, composition, size.
• Succession planning for replacing Key Executives and overseeing.
• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
• To perform such other functions as may be necessary or appropriate for the performance of its duties.
The Board of Directors has framed the Nomination and Remuneration Policy on Nomination and remuneration of Directors, Key Managerial Personnel and Senior Management and the same has been annexed herewith the Directors Report as Annexure "3" The remunerations paid to the Executive Directors are in accordance with the provisions of Sec 197 and Part II of Schedule V of Companies Act, 2013.
Executive Directors are paid remuneration within the limits envisaged under Part II Schedule V of Companies Act 2013.
The remuneration payable is always recommended by the Nomination and Remuneration and Compensation Committee to the Board and is approved by the Board.
Non-Executive Directors have been paid sitting fee as per the limit as prescribed under the Companies Act, 2013 for attending Board Meetings and the meetings of the committees thereof.
As per the requirement of Clause 49 of the Listing Agreement, the Company had, inter alia, for redressing shareholder and investor complaints, constituted a shareholders'/investors' grievance committee. The said committee was reconstituted on September 30, 2013 and subsequently, in compliance with the requirements of Section 178 of the Companies Act, 2013, it was renamed the Stakeholder Relationship Committee (the "Stakeholder Relationship Committee") on May 22, 2014. Its current composition is as follows:
The current composition of the Committee is as follows:
1. Mr. Ramesh Joshi Independent Director (Chairman)
2. Mr. B. L. Meena Independent Director
3. Dr. Nishikant Hayatnagarkar Executive Director
The Terms of Reference of the committee include:
To specifically look into interalia redressing investors' grievances pertaining to:
• Transfer of Shares
• De-materialization of Shares
• Replacement of lost/stolen/mutilated share certificates
• Non-receipt of right/bonus/split share certificates
• Any other related issue
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
As per the requirements of Clause 49 of the Listing Agreement and Section 135 of the Companies Act, 2013, the Company has, for formulating and recommending to the Board, a corporate social responsibility policy and monitoring the same, constituted a Corporate Social Responsibility Committee vide a Board resolution dated April 1, 2014 (the "CSR Committee").
CORPORATE GOVERNANCE COMMITTEE:
As per Clause 49 of the Listing Agreement, the company is required to constitute a committee if the board of directors of the company known as Corporate Governance Committee to deal with the matters related to Corporate Governance and requirements as applicable to the company under the Corporate Governance and Listing Agreement requirements. The current composition on the committee is as follows:
RISK MANAGEMENT COMMIITTEE
The Board of Directors of the Company at its meeting held on March 31, 2015 constituted a Risk Management Committee of the Board comprising of Mr. Dinesh Nandwana as its Chairman and Mr. Santosh Dash and Mr. Avinash Vyas as its other Members.
MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on August 6, 2014 to review the performance of Non-Independent Directors, Chairman and the Board as whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and it's Committees which is necessary to effectively and reasonably perform and discharge their duties.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All woman employees (permanent, contractual, temporary and trainee) are covered under this Policy. The following is a summary of Sexual Harassment complaints received and disposed off during the year:
a) No. of Complaints received: 1
b) No. of Complaints disposed off: 1
and transparent manner submitted his Report to the Board of Directors of the Company on May 23, 2014 and August 2, 2014. Based on the said Reports, the Chairman of the Company declared Result of the Postal Ballot.
Procedure for Postal Ballot
After receiving the approval of the Board of Directors, Notice of Postal Ballot alongwith the explanatory statement, text of the resolution and explanatory statement, relevant documents and self-addressed postage envelops are sent to the shareholders to enable them to consider and vote for or against the proposed resolution(s) within the period of 30 days from the date of dispatch. E-voting Facility is made available to all the shareholders and instructions for the same are specified in the Notice of the Postal Ballot. E-mails are sent to the shareholders whose E-mail Ids are registered with the Registrar and Share Transfer Agent of the company alongwith the Postal Ballot Notice and Ballot Form. The calendar of events containing the activity chart is filed with the Registrar of Companies within 7 days of passing of the resolution(s) by the Board of Directors. A Scrutinizer is appointed by the Board of Directors for conducting the Postal Ballot in a fair and transparent manner. After the last day of receipt of ballots, the scrutinizer, after due verification, submits the result to the chairman. Thereafter, the chairman declares the result of the Postal Ballot. The same is published in the newspapers and displayed on the website of the company and notice boards and submitted to the concerned Stock Exchanges where the stocks of the company are listed.
Disclosure on material significant related party transactions with its promoter, the Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large.
There is no material transaction with any related party, which may have potential conflict with the interest of the company at large.
During the last three years, there were no strictures or penalties imposed by either the Securities and Exchange Board of India or the Stock Exchanges or any statutory authorities for non-compliance of any matter related to the capital markets.
GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting
The next Annual General Meeting of the company will be held on Tuesday, September 29, 2015 at 11:00 a.m. at Chancellor Suite, Hotel Hilton, Mumbai, Sahar Airport Road, Andheri (East), Mumbai - 400 099.
Financial Calendar for 2015-16
Likely Board Meeting Schedule
Financial reporting for the quarter ending June 30, 2015 On or before August 14, 2015
Financial reporting for half year ended September 30, 2015 On or before November 14, 2015
Financial reporting for the quarter ending December 31, 2015 On or before February 14, 2016
Financial reporting for the year ended March 31, 2016 On or before May 30, 2016
Annual General Meeting for the year ending March 31, 2016 On or before September 30, 2016
The Company’s Register of Members and Share transfer books shall remain closed from Friday, September 25, 2015 to Tuesday, September 29, 2015 (both days inclusive).
i. Payment date:
Dividend, when declared at the AGM, will be paid before October 29, 2015.
ii. Payment Entitlement:
Dividend will be paid to those members whose name would appear;
a. For shares in demat form: As beneficial owner as at the end of the business hours on September 24, 2015 as per the list to be provided by the Depositories to the Company.
b. For shares in physical form: As a member in the Register of Member of the Company as on September 24, 2015.
Listing on Stock Exchanges:
Your company’s securities are listed on the following stock Exchanges
Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400 001
National Stock Exchange of India Ltd.
Exchange Plaza, 5th Floor, Plot No. C/1, G Block Bandra East, Mumbai - 400 051.
Listing fees for the year 2014-15 have been paid to the Indian
Stock Code Stock Exchange Code
Bombay Stock Exchange Ltd. 511431
National Stock Exchange of India Ltd. VAKRANGEE
ISIN no. for Equity Shares (NSDL) INE051B01021
ISIN no. for Equity Shares (CDSL) INE051B01021
Registrar and Share Transfer Agent:
The Board has delegated the power of share transfer to Registrar and Share transfer agents for processing of share transfers to Big Share Services Pvt. Ltd. Their complete address is as follows:
Bigshare Services Pvt. Ltd.
E-2, Ansa Industrial Estate, Saki Vihar Road Sakinaka, Andheri (E), Mumbai - 400072. Telephone No. : 022-28470652 / 40430200 Fax No.- : 022-28475207 Email : email@example.com
Dematerialization of shares and liquidity:
Over 99.51% of outstanding equity has been dematerialized upto March 31, 2015.
The address of correspondence:
Vakrangee Limited "Vakrangee House", Plot No.- 66, Marol Co-op Industrial Estate, Off. M. V. Road,Andheri (E), Mumbai - 400 059.
Vakrangee Ltd's Code of Conduct:
The Board of Directors of the Company has laid down a code of conduct for the Board and all senior management employees of the Company. The same has been posted on the website of the Company. The Company confirms that all Board members and senior management personnel shall have and shall continue to affirm compliance with the code on an annual basis.
Vakrangee Ltd's Code of Insider Trading:
Vakrangee Ltd has Code of Conduct for Prevention of Insider Trading ('VL Code') in the shares of the Company and same is available on the Company's corporate website