CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is an ongoing process that ensures that the Company displays the highest standards of professionalism, integrity, accountability, fairness, transparency, social responsiveness and business ethics in its dealings. Good Corporate Governance is a critical doctrine to the global economic system, enabling the business to not only effectively and efficiently achieve its corporate objectives but also develop a structure and methodology to sustain its survival in a globally competitive environment. Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity in all facets of its operations and in all interactions with its Shareholders, Depositors, Employees, Creditors, Debtors and Regulatory Authorities.
BOARD OF DIRECTORS
As per Clause 49 of the Listing Agreement, the Board of Directors of the company shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty percent of the Board of Directors comprising non-executive directors.
Veer Energy & Infrastructure Limited's Board comprises of Seven Directors, of which three are designated as Executive Directors and four are Non-Executive Independent Directors, including one woman director.
BRIEF PROFILE OF DIRECTORS IS GIVEN BELOW:
1) Mr. Yogesh M. Shah (DIN: 00169189) (57 years) is the Managing Director and Chairman of the Company, and is also a tax and Financial consultant.
2) Mr. Prakash C. Shah (DIN: 01660194) (64 years) is a businessman residing at Ahmedabad having a rich experience of 35 years in the business.
3) Ms. Nisha B. Shah (DIN: 06954060) (31 years) is B.Com.
4) Mr. Joseph J. Tauro (DIN: 01909501) (66 years) is B. Com, CA IIB and retired after 32 years of service in IDBI Bank Ltd as a Dep. General Manager.
5) Mr. Nilay P. Shah (DIN: 05307690) (41 years) is a Mechanical Engineer with 18 years of experience in the same field.
6) Mr. Chetan H. Mehta (DIN: 06609429) (32 years) is a Practicing Chartered Accountant.
7) Mr. Mitesh J. Kuvadia (DIN: 03256900) (24 years) is B. Com and carrying his own business.
SELECTION & TRAINING OF INDEPENDENT DIRECTORS
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company's Policy for selection of Directors and determining Directors' independence. The Board considers the Committee's recommendation, and takes appropriate decision.
The Board members are provided with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. All Independent Directors are aware and further updated about their roles, rights and responsibilities in the Company. Each director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom to interact with the Company's management. They are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry segments of which it is a part. Further, they meet without the presence of the Company's Management Personnel to discuss matters pertaining to the Company's affairs and put forth their combined views to the Chairman and Managing Director.
EVALUATION OF THE BOARD'S PERFORMANCE
During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board and its Committees, experience & competencies, performance of specific duties and obligations, governance issues, etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
Mr. Yogesh M. Shah, Managing Director of the Company, generally chairs the Board Meeting. During the financial year ended 31st March, 2015, six (6) Board Meetings were held i.e. on 12/05/2014, 30/05/2014, 25/06/2014, 04/08/2014, 13/11/2014 & 11/02/2015.
The Audit Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta as Chairman and Mr. Mitesh J. Kuvadia and Ms. Nisha B. Shah as members.
The Committee's composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure. The powers & role of Audit committee and review of information by the Audit Committee shall be same as prescribed in Clause 49 of the Listing Agreement.
Four (4) meetings of the Audit Committee were held during the year. The meetings were held on 30/05/2014, 04/08/2014, 13/11/2014 & 11/02/2015.Attendance of members of the Audit Committee during the Financial Year 2014 - 2015 is as under
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta as Chairman and Mr. Mitesh J. Kuvadia and Ms. Nisha B. Shah as members.
The Nomination and Remuneration Committee identifies persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal. The Committee formulates the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. Two (2) meetings of the Nomination and Remuneration Committee were held during the year. The meetings were held on 30/05/2014 & 13/11/2014. Attendance of members of the Nomination and Remuneration Committee during the Financial Year 2014 - 2015 is as under:
REMUNERATION TO DIRECTORS
The Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure II to the Directors' Report. The remuneration policy is in consonance with the existing industry practice.
Mr. Yogesh M. Shah (Managing Director) and Mr. Prakash C. Shah & Mr. Nilay P. Shah were the executive directors on the Board, rest were Non - Executive Independent Directors. Salary drawn annually for the financial year 2014 - 2015 by Mr. Yogesh M. Shah, Mr. Prakash C. Shah and Mr. Nilay P. Shah was Rs. 16,25,000, Rs. 6,50,000 and Rs. 7,80,000 respectively. The Company has not granted any stock option to any of its Executive Directors.
The tenure of office of the Managing Director and Whole-time Directors is for five years from their respective dates of appointment and can be terminated by either party by giving three months notice in writing. There is no separate provision for payment of severance fees. During the year, only conveyance/sitting fees were paid to Non-Executive Directors. There were no other pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company. The Company has not granted any stock option to any of its Non-Executive Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta as Chairman and Mr. Mitesh J. Kuvadia and Ms. Nisha B. Shah as members.
The Stakeholders Relationship Committee is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' complaints.
None of the transactions with any of related parties were in conflict with the Company's interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 45 of Standalone Financial Statements, forming part of the Annual Report. All related party transactions are negotiated on arm's length basis and are intended to further the Company's interests.
During the last three years, there were no instance of non compliance of any matter relating to the Capital Market and no penalties were imposed on the company by Stock Exchanges or Securities & Exchange Board of India or any other statutory authority on any matter relating to capital markets.
The Company has complied with mandatory requirements of clause 49 of the listing agreement entered with the Stock Exchange regarding Corporate Governance for the Financial Year 2014-2015 and is in the process of implementation of Non-mandatory requirements.
The Company has adequate internal controls in place considering the complexity, size and nature of operations of the Company.
WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
MEANS OF COMMUNICATION
The Board of Directors of the company approves and takes on record the Un-audited/ Audited financial results as per the format prescribed by the Stock Exchange on quarterly basis. The results are announced to all the Stock Exchanges where the shares of the Company are listed.
The Company's website (www.veerenergy.net) contains a separate dedicated section 'Investors' where shareholders' information is available. The Company's Annual Report is also available in a user-friendly and downloadable form.
SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
GENERAL SHAREHOLDERS INFORMATION
Company Registration Details
The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L65990MH1980PLC023334.
Annual General Meeting
Day, Date & Time: Wednesday, 30th September, 2015 at 11.30 A.M.
Venue: 6, New Nandu Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai - 400 093
Financial Year: April to March
Date of Book Closure : Wednesday, 23rd September, 2015 to Wednesday, 30th September, 2015 (both days inclusive) for payment of dividend.
Dividend Payment Date ; Within one week from the date of declaration in the Annual General Meeting.
Listing on Stock Exchange
BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. Ph: 022-2272 1233 Fax: 022-2272 1919.
Scrip Code: 503657
Payment of Listing Fees
The Company has paid Listing Fees for the year 2015-16 to BSE within due date.
Payment of Depository Fees
Annual Custody/Issuer fees for the year 2015-16 will be paid by the Company to NSDL and CDSL on receipt of the invoices.
Registrars and Transfer Agents
Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Industrial Premises, 1st Floor, 44-E, M Vasanti Marg, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai - 400072. Ph: 022-2264 1376/2270 2485 Fax: 022-2264 1349.
Shareholders are requested to address their correspondence relating to Share Transfer, Transmission, Demat, Remat, Change of Address, Change of Bank Mandate etc. to the above address only.
DEMATERIALIZATION OF SHARES
Over 99.999% of the Company’s paid-up equity share capital has been dematerialized upto 31st March, 2015. Trading in Equity Shares of the Company is permitted only in dematerialization form.
National Securities Depository Limited (NSDL)
Trade World, A Wing, 4th & 5th Floors, Kamala Mills Compound, Lower Parel, Mumbai - 400013. Ph: 022-2499 4200 Fax: 022-2497 6351.
Central Depository Services (India) Limited (CDSL)
17th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400001. Tel: 022-2272 8658 / 22728645.
Shareholders can approach the depository participants of the above depositories for dematerialization of their Shares.
COMPLIANCE CERTIFICATE OF AUDITOR
Certificate from the Company's Auditor, M/s. Jayesh R. Shah & Co., confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.
MD / CFO CERTIFICATION
The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The annual certificate given by the Managing Director and the Chief Financial Officer is published in this Report.
CODE OF CONDUCT DECLARATION
In pursuant to Clause 49 of the Listing Agreement, all board Members and senior management personnel have affirmed their compliance with the Code of Conduct for the year ended 31st March, 2015. The Model Code of Conduct is available on the website of the Company (www.veerenergy.net). The declaration from the Managing Director to this effect forms a part of this report.
By Order of the Board of Directors
For Veer Energy & Infrastructure Limited
Yogesh M. Shah
Chairman & Managing Director
Prakash C. Shah
Date: 14th August, 2015