REPORT ON CORPORATE GOVERNANCE
In terms of clause 49 of the listing agreement with the Stock Exchanges, a report on Corporate Governance is given below:
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company has adopted good corporate governance practices and ensures compliance with all relevant laws and regulations. It has lead to the satisfaction and transparency to the shareholders. Company's philosophy is concerned with ethics, values, morals and social responsibility of the Company. The Company remains accountable to shareholders and other beneficiaries for their actions. The Company conducts its activities in a manner that is fair and transparent and perceived to be such by others. The Board of Directors of the Company has adopted the Code of Conduct for its members and senior management executives.
The meeting of the Board of Directors are scheduled well in advance and generally held at the Company's Registered Office. The notice and the detailed agenda is sent well in advance to all the Directors. During the financial year ended on 31/3/2015, five board meetings were held on 07/05/2014, 30/05/2014, 28/07/2014, 11/11/2014 & 30/01/2015.
c) Brief Note on the Directors seeking appointment/ re-appointment at the 29th Annual General Meeting:
In Compliance with Clause 49 IV (G) of Listing Agreement, brief resume, expertise and details of other directorship, membership in committees of Directors of other companies and shareholding in the Company of the Directors proposed to be re-appointed are given in the Annexure A of forming part of Notice.
c) Remuneration of Directors
The Company has during the year paid Rs. 3.00 lac being remuneration to Mr. Pradip R. Shroff, the Managing Director of the Company. At present Independent Directors are not paid any remuneration except sitting fees for attending Board and Committee Meetings. The sitting fees paid to the Directors are as given above.
3. AUDIT COMMITTEE
The scope of activities and powers of Audit Committee includes the areas prescribed under the clause 49 of the Listing Agreement and section 177 of the Companies Act, 2013. The Board has set up Audit Committee having Three Directors viz. Mr. Samir R. Dedhia as Chairman and Mr. Khurshid Shaikh and Mr. Pradip R. Shroff, members of the Committee. During the financial year under review, 4 meetings were held on 30/05/2014, 28/07/2014, 11/1/2014, & 30/01/2015.
4. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was constituted on 30th May, 2014 in compliance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the revised Listing Agreement with the Stock Exchange. Mr. Samar R. Dedhia is the Chairman of the Committee and Mr. Khurshid Shaikh and Mrs. Rachana S. Vijayakar are the other members of the Committee.
The terms of reference of the Nomination and Remuneration Committee cover all the areas mentioned under Clause 49(IV) of the revised Listing Agreement with the Stock Exchange and Section 178 of the Companies Act, 2013. The broad terms of reference of the Nomination and Remuneration Committee therefore include recommending a policy relating remuneration and employment terms of Managing Director and senior management personnel, adherence to the remuneration / employment policy from time to time as finally approved by the Board of Directors. Preliminary evaluation of every Director's performance, Board diversity, compliance of the Code for Independent Directors referred to in Schedule IV of the Companies Act, 2013, compliance with the Company's Code of Conduct by Directors and employees of the Company, reporting of non-compliances to the Board of Directors, recommending draft of the report required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, monitor loans to employees and any other matters which the Board of Directors may direct from time to time.
During the financial year ended on 31st March, 2015, one meeting of Nomination and Remuneration Committee was held on 28 July 2014. All the members have attended the aforesaid meeting. Sitting fees of Rs. 2000/- each were paid to the members attending the Committee Meeting.
Policy for selection and appointment of Directors and their Remuneration:
Criteria of selection of Non-executive Directors
The Non-executive Directors shall be of high integrity with relevant expertise and experience in the fields of finance, marketing, taxation, governance and general management.
In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:
a) Qualification, expertise and experience of the Directors in their respective fields;
b) Personal, Professional or business standing;
c) Diversity of the Board.
In case of re-appointment of Non-executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
The Non-executive Directors shall be entitled to receive sitting fees for each Meeting and Committee attended by them of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and reimbursement of expenses for participation in the Board Meetings.
Criteria for selection and appointment of CEO and Managing Director
The Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board. The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
Remuneration for the CEO and Managing Director
At the time of appointment or re-appointment, the CEO and Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Committee and the Board of Directors) and the CEO and Managing Director within the overall limits prescribed under the Companies Act, 2013. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
The remuneration of the CEO and Managing Director comprises of fixed and variable component as per the provisions of the Companies Act, 2013. The fixed component comprises salary, allowances, perquisites and retiral benefits.
Remuneration Policy for the Senior Management Employees
The Managing Director will carry out the individual performance review based on the respective defined objectives, qualification, expertise, experience and other factors whilst recommending the annual increment and performance incentive to the Committee for its review and approval. While determining the remuneration of the Senior Management Employees, the Committee shall ensure the relationship of remuneration and performance benchmark is clear.
RISK MANAGEMENT COMMITTEE
The Board of Directors, during the year, constituted "Risk Management Committee" as required under Clause 49 of the Listing Agreement. The Committee is responsible for risk identification, evaluation and mitigation and to set up process for risk management plan. The Risk Management Committee comprises of Mr. Pradip R. Shroff, Managing Director and Mr. Hemendra J. Shroff as Member of the Committee.
5. PERFORMANCE EVALUATION OF THE BOARD
Based on the inputs on aspects under the provisions of the Companies Act, 2013and under the Clause 49 of the Listing Agreement such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, independence of judgement, safeguarding the interest of the Company etc. received from each Directors specifically Executive, Non-Executive and Independent Directors, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees.
6. STATEHOLDERS GRIEVANCE COMMITTEE
The Stakeholders' Grievance Committee comprises of 3 Directors viz. Mr. Manoj T. Shroff, the non-executive Director is the Chairman and Mr. Pradip R. Shroff and Mrs. Rachana S. Vijayakar are the members of the Committee. The Committee reviews the status of Investor Grievances and recommends measure to improve in solving Investor Services. During the year there were no complaints received from shareholders and there is no complaint which has remained un-addressed.
a) There was no transaction of material nature with the Promoters, Directors, Management or their relatives during the financial Year of the Company, which could have potential conflict with the interests of the Company at large.
b) During the last three years, there were no strictures or penalties imposed either by Securities and Exchange Board of India or the Stock Exchange or any regulatory authority for non-compliance of any matter related to the capital market.
c) No personnel have been denied access to the Chairman or members of the Audit Committee. The mechanism of Whistle Blower Policy is in place.
d) The Company is in Compliance with the mandatory Provisions of Clause 49 of the Listing Agreement.
e) Code of Business Conduct and Ethics for Board of Directors and Senior Management: The Company has in place the Code of Business Conduct and Ethics for Board of Directors and Senior Management (the Code) approved by the Board of Directors. The Code has been communicated to Directors and the members of the senior management.
8. MEANS OF COMMUNICATION
a) The financial results of all four quarters were published in The Free Press Journal and Navshakti dailies. These were not sent individually to the shareholders.
b) The financial results or official news are displayed on the Company's website www.vbdesai.com
c) There were no presentations made to the institutional investors or to the analysts
d) The Management Discussion and Analysis Report forms a part of this Annual Report
9. GENERAL INFORMATION FOR SHAREHOLDERS
AGM: Date, Time & Venue
23rd September, 2015 at 11.00 a. m Registered Office at Cama Building, 1st Floor, 24/26, Dalal Street, Fort, Mumbai - 400 001
iiFinancial Year: 1st April 2014 - 31st March, 2015
iiiDate of Book closure: 21.09.2015 to 23.09.2015
ivDividend payment date: No dividend recommended.
V Listing on Stock Exchange
BSE Limited (BSE)
Annual Listing fees have been paid to both the Stock Exchanges for the year 2015-16.
BSE Limited - 511110
Vii ISIN of the Company for dematerialisation
Registrars & Transfer Agents
Purva Sharegistry (India) Pvt. Ltd. 9, Shiv Shakti Industrial Estate, J.R.Boricha Marg, Lower Parel (East), Mumbai - 400 011. Tel: 022-23016761/ 23018261; Email: email@example.com website: www.purvashare.com
Share Transfer System
All requests received for transfer of shares in physical form are processed by the Registrar and Transfer Agents and are approved by Stakeholders' Grievance Committee (earlier Share Transfer Committee). The share transfers are registered and returned within 15 days from the date of receipt, subject to documents being valid and complete in all respects
Dematerialization of shares
As on 31st March 2015, 87.70%of the Company's total shares represented by 39,70,977 shares were held in dematerialized form.
Outstanding GDR/Warrants/ Convertible Instruments
The Company has no outstanding GDR/ Warrants/ Convertible Instruments.
Address for correspondence
V.B. Desai Financial Services LimitedCama Building, 1st Floor24/26, Dalal Street, Fort, Mumbai - 400 001.Tel: 022-40770777; email: investor@vbdesai.
On behalf of the Board of Directors
Pradip R. Shroff
Place : MUMBAI
DATED : 30th July 2015