A. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:
Good corporate governance is a synonym for sound management, transparency and disclosure, encompassing good corporate practices, procedures, standards, and implicit rules which propel a Company to take sound decisions, thus maximizing long –term stakeholder value without compromising on integrity, social obligation and regulatory compliances. The Company believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders.
The Company’s philosophy on Corporate Governance finds its roots Governance finds its roots in the rich legacy of ethical governance practices. The Company will continue to focus its energies and resources in creating and safeguarding of Shareholders wealth and at the same time, protect the interests of all its stakeholders.
B. BOARD OF DIRECTORS:
The Board of Directors as on 31st March 2015 comprises of Six Directors, of which 4 are NON-executive Independent who bring in a wide range of skills and experience to the BOARD. The Chairman is NON Executive and the number of Independent Directors is Four. The composition of the Board is in conformity with Clause 49 of the Listing Agreement.
None of the non-executive directors have any material pecuniary relationship or transaction with the company, its promoters, directors and associates which in their judgment would affect their independence. None of the directors are inter-se related to each other.
9(Nine) Board Meeting were held during the year and the gap between two meeting did not exceed four month.
The Board of directors met 9 times on 9th May, 2014 12th May 2014, 30th May , 2014, 17th June 2014, 14th August, 2014, 14th November, 2014, 14th November 2014, 6th January 2015, 14th February, 2015 during the financial year 2014-2015.
None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees (as specified in clause 49), across all the companies and Chairman in which he is a Director. The necessary disclosures regarding Committee position have been made by the Directors.
The information as required under Annexure IA to Clause 49 is being made available to the Board.
3. AUDIT COMMTTEE.
The Audit Committee consists of two Independent Directors & the Non Executive Director. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.
The composition of the Audit Committee as on 31st March 2015 is as under;
Mrs. Usha Ringasia
Mr. Kishore Patil
Mr. Rakesh Saxena
The members possess adequate knowledge of Account, Audit and Finance etc. Mr. Kishore Patil is the Chairman of the Audit Committee.
The primary purpose of the Audit Committee is to assist the Board of Directors (the “Board”) in filling its oversight responsibilities with respect to (a) the accounting and financial reporting processes of the Company . including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, stock exchanges and others , (b) the Company’s compliances with legal and regulatory requirements, (c) the Company’s independent auditors’ qualification and independence, (d) the audit of the Company’s Financial statements, and the performance of the Company’s internal audit function and its Independent Auditors.
Authority and Responsibilities
The Audit Committee reviews the Company’s financial reporting process, disclosure of accounting treatment, the statement of uses/ application of funds 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 marking appropriate recommendations to the Board to take up steps in this matter, compliance with listing and other legal requirements relating to financial statements, disclosure norms, internal control systems, risk management policies, accounting policies and practices, ensuring the quality and appropriateness of the Company’s accounting and financial disclosures as well as quarterly/ half yearly financial statements. It recommends appointment of Statutory Auditors fixes audit fees and reviews internal control systems, 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, scope for observations of the auditors and adequacy of the internal audit function, discussion with internal auditors any significant findings and fallow up there on, to review the functioning of the Whistle Blower mechanism, approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate etc.
As required under Section 292 A of the Companies Act, 1956 and Clause 49 of Listing Agreement, the new “Terms of Reference” of the Audit Committee were approved by the Board of Directors as its meeting held on 16th October, 2012.
The members of Audit Committee met four times on 30th May,2014, 14th August,2014, 14th November, 2014 and 14th February,2015 during the year 2013-2014.
4. REMUNERATION COMMITTEE:
Since the Company does not have remuneration Committee (constitution of which is a non- mandatory requirement); the details pertaining to the same are not provided.
Details of Remuneration paid to Directors
No fees has been paid to any Directors of the Company for attending Board & committee Meetings during the year under review and no remuneration was paid to any of them.
Details of Shares held:
No Stock option has allotted to any of the Directors during the financial year 2014-2014. None of the Directors holds any shares in their name or in the name of their relatives.
SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:
The Shareholders / Investors Grievance Committee were constituted w.e.f. 16th October 2012 and as on 31st March 2015 it comprises of following three directors.
• Mr. Suresh Jain
• Mrs . Usha Ringasia
• Mr. Rakesh Saxena
The terms of reference of the committee are interalia as follows;
A. Review the reports submitted by the Registrars and Share Transfer Agents of the Company at half yearly intervals.
B. Investor relations and redressal of shareholders grievances including relating to non- receipt of dividend , Annual Report, non- receipt of shares etc.
C. Oversee the performance of the Registrars and Share Transfer Agents of the Company.
5. COMPLIANCE OFFICER:
The Company has appointed Mr. Suresh Jain, Additional Director as the Compliance Officer within the meaning of Listing Agreement.
DETAILS OF SHAREHOLDERS COMPLAINTS DURING THE YEAR
During the year the Company did not receive any complaint from any of its Members and there were Nil Complaints at the end of Financial Year ending on 31 March 2015.
7. DISCLOSURES :
DISCLOSURES ON REQUIREMENTS
A. There were no transactions with related parties i.e. with Promoters. Directors, Management, Subsidiaries or Relatives that may have potential conflict of interest with the Company at large. The details of the related Party transactions are disclosed under the notes on accounts, as required under the
Accounting Standard 18 issued by the Institute of Chartered Accountants of India.
B. There has been no instance of non–compliance by the Company on any matter related to Capital Markets and hence the question of penalties or strictures being imposed on the Company by the Stock Exchange or SEBI or any Statutory Authority does not arise.
C. In Compliance with the Securities &Exchange Board of India (Prohibition of Insider Trading Regulations, 1992) as amended till date, on Prohibition of Insider Trading, the Company has a comprehensive Code of Conduct and the same is being strictly adhered to by its management, staff and relevant business associates. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof.
D. Reconciliation of share Capital: A qualified Chartered Accountant carried out Reconciliation of share Capital on quarterly basis to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depositary Services (India) Ltd. (CDSL) and the total issued and listed capital. The “Reconciliation of share Capital Audit Report” confirms that the total issued/ paid- up capital is in agreement with the total number of shares in physical from and the total number of dematerialized shares held with NSDL and CDSL.
DISCLOSURES ON NON-MANDATORY REQUIREMENTS
The Company has adopted / complied with the following non- mandatory requirements as prescribed in Annexure 1 d to Clause 49 of Listing Agreement with the Stock Exchange:
A. None of the Independent Directors on the Board of the Company has served for the tenure of exceeding nine years. The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director.
B. The Company has not setup Compensation and Remuneration Committee.
C. There was no case of non-compliance during financial year 2014-2015 in term of provisions of listing Agreement entered into with BSE by the Company. Further no penalties have been levied or actions have been taken by BSE or SEBI during the last three years.
D. The Company has complied with mandatory provisions of listing agreement.
E. The financial statements of the Company are unqualified.
F. The Board of Directors of the company at its meeting held on 16th October 2012 have adopted the Whistle Blower policy and appointed on ombudsperson. Employees can report to the Management concerned unethical behavior act or suspected fraud or violation of the company’s code of conduct policy. No Employee has been denied access to the Audit Committee.
8. MEANS OF COMMUNICATION:
a) The Company regularly provides information to the Stock Exchanges as per the requirements of the listing Agreement.
b) The Quarterly / Half Yearly /Nine Months & Annual Results have been submitted to Bombay Stock Exchange Ltd. And published in the leading ENGLISH Newspapers and in vernacular language Newspaper.
c) Company posts its Quarterly Results / Half yearly / & Annual Results on its website www.vishvjyotitrading.com.
d) Half yearly report is not sent separately to the shareholders. Annual Reports are sent to the shareholders at their Registered Address with the Company.
e) No formal representations were made to Institutional Investors or Analysts during the year under review.
f) Management Discussion and Analysis forms part of the Annual report will be posted to the shareholders of the company.
9. GENERAL SHAREHOLDERS INFORMATION:
a) Next Annual General Meeting:
The information regarding 31st Annual General Meeting for the financial year ended on 31st March 2015 is as follows: Day and date : Saturday 30th September 2015. Time:10.00 A,m.
Venue: Ganga Sahay Hall, S V Road, Borivali, Mumbai-400 092
b) Financial year :
1st April 2014 to 31st March 2015
c) Future Calendar:
Financial Reporting of 1st Quarter ended on 30th June 2015 :4th Aug 2015
Financial Repotting of 2nd Quarter ended on 30th September 2015 :14th NOV. 2015
Financial Reporting of 3rd Quarter ended on 31st December 2015: 15th Feb.2016
Financial Reporting of 4th Quarter ended on 31st March 2015 :30th May 2016
Date of Annual General Meeting : During September 2016
d) Date of book Closure
September 19 to September 26 2015 ( Both days inclusive )
e) Dividend payment Date
No dividend has been recommended for the year under review
f) Listing of Shares
BSE Limited ( BSE )
g) Listing Fee
Company has paid Annual Listing fees to BSE
h) Stock Code & ISIN
Scrip Code 512067, ISIN: INE025N01012
j) Registrar & Share Transfer Agent.
M/s. Purva Sharegistry (India) Pvt. Ltd has been appointed as Registrar & Share Transfer Agent for all work relating to share registry in terms of physical. All transfer, transmission request related to correspondence/queries, intimation of change of address etc. should be addressed to our RTA directly at the following Address.
M/s Purva Sharegistry (India) Pvt. Ltd.
9, Shiv Shakti lad. Estate, Ground Floor, J. R. Boricha Marg, Lower Parel, Mumbai-400 011
Tel: 022-23016761/8261; Fax 022-23012517 E-mail: email@example.com Website : www.purvashare.com
k) Share Transfer System:
The Share transfer is processed by the Registrar & Share Transfer Agent, Purva Sharegistry (India) Pvt. Ltd. and approved by Share Transfer Committee, if the documents are complete in all respects, within 21 days from the date of lodgment.
o) Dematerialisation of shares and Liquidity:
The Company’s shares are compulsorily traded in dematerialised from and are available for trading on both the Depositories in India- National Securities Depository Limited (NSDL ) and Central Depository Services ( INDIA ) Ltd. (CDSL).
Individual Shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s) Nomination forms can be obtained from the Company’s Registrar and share Transfer Agent.
q) Requirement of PAN Card for Transfer of Shares in physical form:
Pursuant to SEBI Circular the shareholders holding shares in physical form are requested to submit self certified copy of PAN at the time of sending their request for share transfer /transmission of name / transposition of name.
r) Details on use of public funds obtained in the last three years:
No fund has been raised by company during last three years.
s) Outstanding GDRs/ ADRs /Warrants or any convertible instruments, conversion data likely impact on Equity:
t) Investors Correspondence:
Shareholders can contact the following officials for secretarial matters of the Company:-
Mr. Suresh Jain – firstname.lastname@example.org
u) Corporate Ethics:
The Company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealing. A Code Of Conduct for Board Members and a code of Conduct for prevention of insider Trading has been adopted pursuant to clause 49 (D) of The Listing Agreement & the Securities & exchange board of India ( prohibition of Insider Trading ) Regulations 1992 (as amended) 0 respectively:
a. Code of Conduct for Board Members and Senior Management:
The Board of Directors of the Company adopted the Code of Conduct for its members and Senior Management at their meeting held on 16th October 2012
b. Declaration affirming compliance of code of conduct:
The Company has received confirmations from the Directors regarding compliance of the Code of Conduct during the year under review.
A declaration by Director affirming compliance of Board members and senior management personnel to the code is also annexed herewith.
c. Code of Conduct for prevention of Insider Trading:
The Company has adopted the code of conduct for prevention of Insider Trading for its Management and Directors. The Code lays down guidelines and procedures to be followed and disclosures to be made by directors, top level executives and staff whilst dealing in shares. The Director has been appointed as the Compliance Officer and is responsible for adherence to the Code.
d. Compliance Certificate by practicing Company Secretary:
The Company has obtained a certificate from the practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated in clause 49 which is annexed herewith.
v) Address for correspondence:
VISHVJYOTI TRADING LIMITED
7-A, Sai Shakti CHS, L. T. Road, Near Railway Station, Dahisar –West, Mumbai 400068
Tel: 022-28937284, Email : email@example.com
By Order of the Board
For Vishvjyoti Trading Limited
Sd/- SURESH JAIN