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Vinaditya Trading Company Ltd.

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Vinaditya Trading Company Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Your Company continues to lay great emphasis on the broad principles of Corporate Governance. Our pursuit towards achieving good governance is an ongoing process. The Company fully complies with the requirements under Clause 49 of the Stock Exchange Listing Agreement.

Pursuant to Clause 49 to the Listing Agreement, The Directors present the Company's Report on Corporate Governance, for the year ended 31st March, 2015:

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate governance is an ethically accepted business process that is adapted to the values aimed and enhancing an organization's wealth generating capacity. This is to ensure for taking ethical business decisions and the deciding the way for conducting business of the company with commitments to values, while meeting stakeholders' expectations. This is to show that the company affairs are managed in a fair and transparent manner. This is vital to gai n and retai n the trust of our stakeholders.

Corporate Governance philosophy of Vinaditya Trading Company Limited stems from its belief that the Company's business strategy, plans and decisions should be consistent with the welfare of all its stakeholders, including shareholders, viewers etc. Corporate Governance practices enable a Company to attract financial and human capital and leverage these resources to maximize long-term shareholder value, while preserving the interests of multiple stakeholders, including the society at large. Corporate Governance at Vinaditya3 Trading Co. Limited is founded upon 4 pillars of Core Values viz., Transparency, Integrity, Honesty and Accountability.

Your Company has laid strong foundation for making Corporate Governance a way of life by constituting a Board with a balanced mix of professionals of eminence and integrity from within and outside the business, forming a core group of top executives, inducting competent professionals across the organization and putting in place system, process and technology. In its endeavour to improve on the Corporate Governance practices, the Board and Management have adopted a Corporate Governance Manual which serves as guide in various activities and decisions in normal course of business.

2. BOARD OF DIRECTORS

A. Composition & Category of Directors

Your Company is in strict compliance of Board composition requirements including of the Listing Agreement. The day-to-day management of the Company is entrusted to its key management personnel led by the Managing Director who operates under the superintendence, direction and control of the Board. The Board reviews and approves strategy and oversees the actions and performance of the management to ensure that the long-term objective of enhancing stake holder's value is met.

B. Composition of the Board

Company, at present, is having optimum combination of Executive and Non - Executive Directors on the Board of the company. The Non - Executive Directors with their diverse knowledge, experience and expertise bring their independent judgement in the decisions of the Board.

Independent Directors provide appropriate annual certifications to the Board confirming satisfaction of the conditions of their being independent as laid down in Clause 49.

Training of Independent Directors:

Whenever new Non-Executive and Independent Directors are included in the Board they are introduced to our Company's culture through appropriate Familiarisation programmes and they are also introduced to our organization structure, our business, constitution, board procedures, our major risk and management strategy.

A formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and details of such Familiarisation programmes along with the terms and conditions of appointment is disclosed on the website of the Company.

Performance Evaluation:

The Board evaluates the performance of Independent Directors every year. All Independent Directors are eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board is advantageous and fruitful in taking business decisions.

Separate Meeting of the Independent Directors:

The Independent Directors held a Meeting on 17th February, 2015, without the attendance of Non-Independent Directors and Member of Management. All the Independent Directors were present at the meeting. The following issues were discussed in detail:

• Reviewed the performance of non-independent directors and the Board as a whole;

• Reviewed the performance of the Chairperson of the Company, taking into account the views Non-Executive Directors;

• Assessed 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.

Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings held during the financial year 2014-15 and also their other directorships in Public Companies (excluding Foreign Companies and Section 25 Companies) & membership of Audit & Share Transfer Committees of other Companies as under:

A. Board Meetings and Procedure

During the financial year under review i.e. during financial year 2014 - 2015, 8 (Eight) meetings of the Board of Directors were held on 2nd May 2014,28th May 2014,14th August, 2014, 05th September 2014, 10th October 2014, 12th November 2014, 15th January 2015 and on 10th February 2015. In compliance with Clause 49 of the Listing Agreement, the gap between two Board meetings did not exceed four months. TheAGM of previous was held on 30th September, 2014.

Schedule of the Board meetings for each year are decided well in advance and communicated to the Directors. Board meetings are generally held at the registered office at Mumbai. The agenda along with the explanatory notes are sent to the Directors well in advance to enable them to take informed decisions. All relevant information required to be placed before the Board of Directors as per Clause 49 of the Listing Agreement, are considered and taken on record/ approved by the Board.

The Board periodically reviews compliance of all laws applicable to the Company.

B. Re-Appointment of Director

Mr. RAMMOHAN BANDLAMUDI (DIN: - 00285798), Director of the Company, retiring by rotation in terms of Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself, for re­appointment as a Director on the Board of the Company.

A. Board Meetings and Procedure

During the financial year under review i.e. during financial year 2014 - 2015, 8 (Eight) meetings of the Board of Directors were held on 2nd May 2014,28th May 2014,14th August, 2014, 05th September 2014, 10thOctober2014, 12th November 2014, 15th January 2015 and on 10th February 2015. In compliance with Clause 49 of the Listing Agreement, the gap between two Board meetings did not exceed four months. TheAGM of previous was held on 30th September, 2014.

Schedule of the Board meetings for each year are decided well in advance and communicated to the Directors. Board meetings are generally held at the registered office at Mumbai. The agenda along with the explanatory notes are sent to the Directors well in advance to enable them to take informed decisions. All relevant information required to be placed before the Board of Directors as per Clause 49 of the Listing Agreement, are considered and taken on record/ approved by the Board.

The Board periodically reviews compliance of all laws applicable to the Company.

B. Re-Appointment of Director

Mr. RAMMOHAN BANDLAMUDI (DIN: - 00285798), Director of the Company, retiring by rotation in terms of Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself, for re­appointment as a Director on the Board of the Company.

Powers and Terms of references of the Committee:

The role and powers of the Audit Committee is as set out in Clause 49 of the Listing Agreement(s) with Stock Exchanges and Section 177 of Companies Act, 2013. The terms of reference of the Audit Committee broadly includes:

1 Oversight 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.

2 Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and the fixation of audit fees.

3 Approval of payment to statutory auditors for any other services rendered by them.

4 Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a. 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.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

5 Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

6 Reviewing, with the management, the statement of uses / application of funds as and when raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7 Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

8 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

9 Discussion with internal auditors on any significant findings and follow up thereon.

10 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.

11 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.

12 To look into the reasons for substantial defaults if any in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

13 To review the functioning of the Whistle Blower mechanism, in case the same is existing.

14 Carrying out any other function as is assigned to the Audit Committee.

15 Such other powers & duties as may be required to be included in terms of Listing Agreement amended from time to time.

B. CORPORATE SOCIAL RESPONSIBILITY:

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

C. NOMINATION AND REMUNERATION COMMITTEE & POLICY

> The Executive Directors (if any) do not draw any remuneration from the Company.

> To decide all the elements of remuneration package of Executive Director(s).

> To decide on details of fixed component and performance linked incentives along with the performance criteria. (if any)

> To decide on the terms and conditions of the service contracts, notice period, severance fees, if any.

> Determine the commission, remuneration payable by executive director in the event of inadequacy of profit.

Remuneration Policy:

The Board has adopted Nomination and Remuneration (NR) Policy in recommendation of Nomination and Remuneration Committee. The Non Executive Directors have not drawn any sitting fees for attending the Meeting of any other Committees. Presently the Company does not have a scheme for grant of stock options either to the working Director/sorto the employees.

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors during 2014-15.

D. SHAREHOLDER RELATIONSHIP/INVESTORS GRIEVANCE COMMITTEE:

The constitution and terms of reference of the Shareholders'/ Investors' Grievance Committee are in agreement with the guidelines prescribed under Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd. The Committee specifically looks into the Share Transfer, redressal of shareholders' and investors' complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.

SEBI Complaints Redressal System (SCORES)

SEBI has initiated SCORES for processing the investor complaints in a centralized Web based redress system and online redressal of all the Shareholders Complaints. The Company is in Compliance with the SCORES and redressed the Shareholders Complaints well within the stipulated time.

Name and designation of Compliance Officer:

Mr. Prabhu Chettiyar, Company Secretary of the Company was performing the duties of Compliance Officer.

No. of shareholders’ complaints received during the year : NIL

No. of complaints not solved to the satisfaction of shareholders : NA

No. of pending complaints : NA

5. OTHER DISCLOSURES:

(a) Compliance with Governance Frame work

The Company is in compliance with all mandatory requirements of Clause 49 of the Listing Agreement.

(b) Related Party Transactions

There are no materially significant related party transactions, which have potential conflict with the interest of the Company at large. Transactions with related parties are disclosed in Notes to Accounts in the Annual Report.

None of the transactions with any of the related parties were in conflict with the interest of the Company at large.

(c) Disclosure of Accounting Treatment

In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.

(d) Disclosures on Risk Management

The Company has laid down procedures to inform the Board of Directors about the Risk Assessment and Minimization Procedure. These procedures are periodically reviewed by the Board to ensure that executive management controls risk through means of a properly defined framework.

(e) Code of Conduct

The Board of Directors has adopted the Code of Ethics and Business Principles for the Directors and also for the senior employees including Executive/Non Executive Director and other Members of Senior Management. The said Code has been communicated to all the Directors and Members of the Senior Management.

(f) Whistle Blower Policy

The Company has adopted Whistle Blower Policy/Vigil Mechanism. The Company provides access to any personnel to approach the Management on any issue.

(g) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: None

(h) The Company has laid down a code of conduct for all its Board Members and Senior Management Personnel of the Company which is posted on the Company's. All the Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct. Affirmation with compliance of the Code of Conduct is enclosed as Annexure I

(I) Proceeds from Public Issues, Rights Issues, and Preferential Issues etc.

The Company has not made any issue of Equity Shares under the Company's Employee Stock option Scheme during the year and hence not received any proceeds there from.

Pursuant to the applicable provisions of the Companies Act, 2013, approval of the members for Issue of Equity Shares on Preferential Basis to the Promoters was taken through Postal Ballot results declared on May 12,2014.

6. BOARD EVALUATION

Pursuant to the provisions of relevant Section of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The Board of Directors expressed their satisfaction with the evaluation process.

7. DETAILS OF REMUNERATION TO THE DIRECTORS: EXECUTIVE DIRECTORS:

The Remuneration policy is directed towards rewarding performance. It is aimed at attracting and retaining high potential talent. The Company does have an incentive plan which is linked to performance and achievement of the Company's Objectives. The Company has no stock option scheme relating to its shares. The Nominations and Remuneration Committee of the Company shall, inter-alia, evaluate the performance of the Executive Directors and the remuneration payable to the Executive Directors and Senior Management Employees.

Registrars and Share Transfer Agents

Adroit Corporate Services Private Limited

19/20, jaferbhoy Ind. Estate, 1st Floor, makwana Road,

Marol Naka, andheri (East), Mumbai-400059.

Tel: 28596060/28594060/42270400/42270423 Fax: 28503748 E-mail: adroit@vsnl.net  

8. MEANS OF COMMUNICATION

(a) Quarterly Results:

The Unaudited quarterly results are announced within 45 days from the end of the quarter and the audited annual results within 60 days from the end of the last quarter, as stipulated under the Listing Agreement with the Bombay Stock Exchange Limited.

(b) Newspapers wherein results normally published:

[Free Press Journal (English) and Navshakti (Marathi), the regional language]

(c) Whether Website also displays official news releases: No

(d) Whether presentations made to institutional investors or to the analysts: No

(e) Management Discussion & Analysis Report:

The Management Discussion &Analysis Report forms part of the Annual Report.

9. GENERAL SHAREHOLDER INFORMATION

 The required information is provided in Shareholders Information Section.

SHAREHOLDERS INFORMATION

1 Date, Time and Venue of Shareholder's Meeting

Meeting : Annual General Meeting

Day & Date : Wednesday, 30th September, 2015

Time : 11:00

Venue : Mumbai

2 Financial Year

April 1, 2014 to March 31, 2015

3 Date of Book Closure

24th September,2015 to 30th September,2015

4 Registered office

12, 4th Floor, 68, Sai Sadan, Janmabhoomi Marg, Hutatma Chowk, Fort, Mumbai - 400001.

Tel: 022 - 22828611

5 Corporate Office

12, 4th Floor, 68, Sai Sadan, Janmabhoomi Marg, Hutatma Chowk, Fort, Mumbai - 400001.

Tel: 022 - 22828611

6 Listing on Stock Exchanges

Bombay Stock Exchange Limited (BSE)

7 Stock Code

BSE- 504380

8 ISIN No.

INE952M01019

9  Registrar & Share Transfer Agent

Adroit Corporate Services Private Limited

19/20, Jefferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai - 400 059.

Tel:28596060/28594060 Fax:28503748 E-Mail: adroit@vsnl.net  

11 Investor Relation Officer

Veen a Shetty

Adroit Corporate Services Private Limited

19/20, Jeferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (East) Mumbai - 400 059.

Tel:28596060/28594060 Fax:28503748 E-Mail: adroit@vsnl.net

10. DIVIDEND

Duringtheyear2014-15,the Board of Directors has not recommended payment of any dividend.

11. SHARE TRANSFER SYSTEM

Equity Shares sent for physical transfer or for dematerialization are generally registered and returned within a period of 15 days from the date of receipt of completed and validly executed documents.

13. COMPLIANCE WITH NON-MANDATORY REQUIREMENTS

The Company confirms that it has complied with all mandatory requirements to Clause 49 of the Listing Agreement(s). Particulars of non mandatory requirements complied by the Company are as detailed hereunder:

Non Mandatory Requirements:

(a) Office of the Chairman of the Board:

The Company does not defray any secretarial expenses of the Chairman's Office.

(b) Nomination and Remuneration Committee:

As stated earlier, the Board has already set up a Nomination and Remuneration Committee. Details regarding composition and scope of the Remuneration Committee are given at item 4 above.

(c) Shareholder Rights:

The Company’s yearly, half-yearly, quarterly results are furnished to the Stock Exchange and also published in the newspapers and therefore not sent to the shareholders.

Adoption of other non–mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.