25 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 29, 03:54 PM
Veritas (India) Ltd.

BSE

  • 117.90 0.00 (0%)
  • Vol: 204
  • BSE Code: 512229
  • PREV. CLOSE
    117.90
  • OPEN PRICE
    117.90
  • BID PRICE (QTY.)
    117.90(29)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • (%)
  • Vol:
  • NSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

Veritas (India) Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with BSE Limited, the following are the details of Corporate Governance systems of Veritas (India) Limited:

1. COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the application of best management practices, At Veritas (India) Limited (VIL), Corporate Governance is not something which is imposed by the regulators on the Management of the Company, it is something which comes from within. Corporate Governance function at VIL flows from top level management to lower level management, The Company's philosophy on Corporate Governance envisages the attainment of the high level of transparency and accountability in the functioning of the Company and the conduct of its business internally and externally including its interaction with employees, Shareholders, customers, institutions and other lenders and places due emphasis on regulatory compliance. Through Corporate Governance the Management assumes the responsibility of fulfilling the aims and aspiration of the stakeholders of the Company.

2 BOARD OF DIRECTORS

i) Composition of the Board

The strength of the Board was five Directors out of which four of them were Non- Executive Directors and one Executive Director, However on April 19, 2015 Mr. Ratan Moondra, an Independent Director expressed his desire to resign from the Company with effect from May 1, 2015, The strength of the Board after considering resignation is now four Directors out of which three are Non-Executive Directors and one is Executive Director. Further the Board also comprise of two Independent Directors. The composition of the Board is in conformity with Clause 49 of Listing Agreement. The Board is headed by Mr, Nitin Kumar Didwania, Non- Executive Chairman,

(ii) Board Meeting and Attendance

The Board of Directors met six times during the year on 30-5-2014, 13-8-2014, 29-10-2014, 14-11- 2014,13 -01-2015 and 13-2-2015.

As required by the Companies Act, 2013 and Ciause 49 of the Listing Agreement, none of the Directors hold Directorships in more than 10 Public Companies, memberships of more than 10 Board Committees (Audit / Shareholders Grievance Committees) and Chairmanship of more than 5 Board Committees.

3. BOARD COMMITTEE

A. Audit Committee

(i) Committee Composition

Audit Committee comprised of three Directors viz. Mr. Ratan Moondra, Mr. Saurabh Sanghvi and Ms. Alpa Parekh. However Mr. Ratan Moondra, the Chairman of Audit Committee, resigned from the post of Directorship w.e.f May 01, 2015. Thereafter the Audit Committee has been re-constituted and the following are the member of Audit Committee viz. Ms. Alpa Parekh, Chairperson of the Audit Committee, Justice Shafi Sayeed Parkar (Retd.) and Mr. Saurabh Sanghvi are the members of the Audit Committee. All the members of the Audit Committee have accounting and financial management expertise. All the members of the Committee are Non- Executive Directors except Mr. Saurabh Sanghvi and two third of the members of the Committee are Independent Directors.

The Company Secretary acts as the Secretary to the Audit Committee,

(iii) Terms of Reference

The terms of reference of the Audit Committee are in accordance with Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The functions of the Audit Committee include the following:

a. Overseeing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory auditor and fixation of the audit fee.

c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

d. Reviewing with the Management and wherever required approving, the Annual financial statements before submission to the Board for approval, with particular reference to:

i) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of section 134(5) of the Companies Act, 2013;

ii) Any changes in accounting policies and practices and the reasons for the same;

iii) Major accounting entries involving estimates based on the exercise of judgments by the management;

iv) Significant adjustments made in the financial statements arising out of audit findings;

v) Compliance with Accounting Standards;

vi) Compliance with Stock Exchange and other Legal requirements concerning the financial statements;

vii} disclosure of related party transactions and inter-corporate loans and investments.

e. Also reviewing with the management, the quarterly and half yearly financial statements before submission to the Board for approval.

f. Review the functioning of Whistle Blower Mechanism of the Company which shall include the Vigil Mechanism for Directors and employees to report genuine concerns in the prescribed manner.

g. Reviewing with the Management adequacy of the internal control systems,

h. Reviewing with the Internal auditors any significant findings and follow-up thereon,

i. Reviewing of area of operation of internal audit team and their performance,

j. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern,

k. Reviewing with the Management performance of the Statutory Auditors and internal Auditors.

I. Reviewing the Management Discussion and Analysis of financial condition and results of operations.

m. Carrying out any other function as mentioned in the terms of reference of the Audit Committee,

B. Stakeholders Grievance Committee

(i) Committee Composition

Stakeholders Grievances Committee comprised of three Directors viz Mr. Nitin Kumar Didwania, a Non-Executive Director, as Chairman, Mr, Saurabh Sanghvi and Mr. Ratan Moondra, as the other members of the Committee. However Mr. Ratan Moondra, the member of the committee resigned w.e.f May 01, 2015. Thereafter the Stakeholder's Grievance Committee has been re-constituted and the following are the member of the Stakeholder's Grievance Committee viz. Mr. Nitin Kumar Didwania, a Non-Executive Director, as Chairman, Mr, Saurabh Sanghvi and Ms. Alpa Parekh as the other members of the committee,

(ii) Meeting and Attendance

There was no meeting required to be held during the year under review,

(iii) Terms of Reference

The Shareholders' / Investors' Grievance Committee deals with various matters relating to: transfer / transmission of shares, issue of duplicate share certificates redressal of shareholders and Investors' grievances. Non- receipt of Annual Report all other matters related to shares.

(ii) Company Secretary is designated as Compliance Officer of the Company.

(iii) The Company has not received any complaints during the year ended on 31s1 March, 2015.

C. Nomination and Remuneration Committee

(i) Committee Composition

Nomination and Remuneration Committee comprised of three Directors viz Mr. Nitin Kumar Didwania, a Non-Executive Director, as Chairman, Ms. Alpa Parekh and Mr. Ratan Moondra as the other members of the Committee. However Mr, Ratan Moondra, the member of the committee resigned w.e.f May 01, 2015. Thereafter the Stakeholder's Grievance Committee has been reconstituted and the following are the member of the Stakeholder's Grievance Committee viz. Ms. Alpa Parekh, a Non-Executive Independent Director, as Chairperson, Mr. Nitin Kumar Didwania, a Non-Executive Director and Justice Shafi Sayeed Parkar {Retd.}, a Non-Executive Independent Director as the other members of the Committee.

(ii) Meeting and Attendance

There was no meeting required to be held during the year under review.

The Company Secretary acts as the Secretary to the Committee.

(iii) Terms of Reference

The term of reference of the Nomination Committee and Remuneration Committee is in accordance with section 178 of the Companies Act, 2013 and clause 49 of the listing agreement as amended from time to time. The functions of the Committee include the following:

(i) To review best market practices and decide on remuneration packages applicable to the Executive Directors, key managerial personnel and senior management;

(ii) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the prescribed policy of the Company;

(iii) To recommend the Board about the appointment, reappointment and removal of Executive Directors, key managerial personnel and senior management and carry out their performance evaluation;

(iv) To formulate the policy for determining qualifications, positive attributes and independence required for independent directors for the Company.

(v) To carry out any other function as may be assigned to the Committee.

D. Corporate Social Responsibility (CSR} Committee

(i) Committee Composition

Corporate Social Responsibility Committee comprises of three Directors viz Mr. Nitin Kumar Didwania, Non-Executive Director, Mr. Saurabh Sanghvi, Executive Director and Ms. Alpa Parekh, Non-Executive & Independent Director.

The Company Secretary acts as the Secretary to the Corporate Social Responsibility Committee,

(iii) Terms of Reference

The term of reference of the Corporate Social Responsibility Committee broadly comprises:

(i) To formulate and recommend to the Board, a Corporate Social Responsibility policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

(ii) Recommend the amount of expenditure to be incurred on the activities;

(iii) Monitor the Corporate Social Responsibility Policy of the Company from time to time.

4. Independent Directors Meeting

The Meeting of the Independent Directors of the Company was held on February 13, 2015.

A separate meeting of Independent Directors of the Company, without the attendance of Nonindependent Directors and members of management, was held on February 13, 2015, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing Agreement. At the Meeting, the independent Directors discussed:

1. the performance of Non-Independent Directors and the Board as a whole;

2. the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

3. the performance of the Chairman of the Company taking into account the views of Executive and Non-Executive Directors; and

7. Disclosures

i) There were no transactions of material significance entered into by the Company with its Promoters, Directors or their relatives, the Management during the year that had potential conflict with interest of the Company, at large.

ii) There was no default in compliance on any matter related to capital markets. Consequently, during the last three years neither any penalties were imposed nor strictures passed on the Company by Stock Exchanges, Securities and Exchange Board of India (SEBI) or any statutory authority.

iii) Board Disclosures on Risk Management; The Board is kept informed about the risk management being followed by the Company from time to time. All the risks such as fire, marine, etc. have been adequately insured

iv) Mr. Nitin Kumar Didwania, Non-Executive Director holds 92,50,000 equity shares of Re. 1/- each.  

8. Means of Communication; Quarterly, Half yearly and Annual Financial Results of the Company are sent to the Stock Exchange immediately after they have been approved by the Board. These results are published in the newspapers viz, "The Free Press Journal" and "Navshakti"

9. Additional Shareholders information

Annual General Meeting

Date; 29!hSeptember, 2015

Day: Tuesday

Timer 3:30 pm

Venue: Orchid hall, Centre 1, 1st Floor, World Trade Centre, Cuffe Parade, Mumbai- 400 005.

Financial Calendar (Tentative)

Financial year: 1st April, 2015 to 31st March, 2016

Results for the Quarter ending June 30, 2015 Third week of August 2015

Results for the Quarter ending September 30, 2015 Second week of November 2015

Results for the Quarter ending December 31, 2015 Second/Third week of February 2016

Results for the Quarter ending March 31, 2016 or Audited Results for the year ended March 31, 2016 : Second week of May 2016 for quarter or May 30, 2016

for year ended Annual General Meeting August / September 2016

Book Closure

The dates of book closure are from September 23,2015 to September 29, 2015 both days inclusive, Listing and iSIN

The Company's ISIN is 1NE379J01029 and the shares of the Company are listed and traded on Bombay Stock Exchange Limited (BSE) under the scrip code 512 229 and the name of the scrip is VERITAS,

The Annua! Listing fees for the Financial Year 2014 -2015 have been paid to BSE,

10. Stock Market Data: Monthly High, Low price during each month and volume of Company's shares during the financial year 2014-2015 on BSE

11. Dematerialization of Shares:

As on 31st March, 2015,1,74,28,779 Equity Shares representing 71.99% of the total equity capital of the Company were held in dematerialized form.

12. Address for Correspondence:

Registered Office: 701, Embassy Centre, Nariman Point, Mumbai -400 021.

Compliance Officer: Mr. Mukesh Tank is the Compliance Officer. E-mail ID: corp@veritasindia.net or Mukesh.t@veritasindia.net Shareholders may contact the Company's Registrar and Share Transfer Agents at the following address:

Universal Capital Securities Private Limited (Formerly known as "Mondkar Computers Private Limited")

Corporate Off: 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai-400 093. Tel Nos. 022- 28207203/05 Tele fax. 022- 28207207 Email: info@unisec.in

13. Declaration by Board Members and Senior Management to the Compliance of Code of Conduct in pursuance of Clause 49 (tl){E)(2) of the Listing Agreement

It is hereby declared that all the Board Members and Senior Management personnel of the Company have affirmed to the Board of Directors, their compliance with the Code of Conduct of the Company pursuant to Clause 49{II)(E}2 of the Listing Agreement. The code of conduct is available in the website of the Company- www.veritasindia.net The Company has obtained a Certificate from Mr. Rajaram Shanbhag, Chief financial Officer (CFO) of the Company stating therein that the Company has complied with all the requirements as stipulated in Clause 49(IX) of the Listing Agreement executed with the Stock Exchange.

For and on Behalf of the Board of Directors

Nitin Kumar Didwania

Director

DIN: 002102B9   

PLACE: Mumbai

DATE: 13th August, 201.5