REPORT ON CORPORATE GOVERNANCE
1, Board of Directors
The Board of Directors comprised of five (5) Directors as on 31st March, 2015 including 2 Independent Directors out of which one is a woman Director, which is in compliance with Companies Act, 2013.
The day to day management is conducted by the Mr. Sunil Y. Surve, Director of the Company subject to superintendence, control and direction of the Board of Directors.
None of the Director on the Company's Board is holding office of Director in more than twenty Companies and Independent Director in more than seven listed companies.
Pursuant to provision of Section 161(1) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provision of the Companies Act, Mr. Navneet Dammani was appointed as Additional Independent Director on 25th August 2014 and was confirmed as an Independent Director in 30th Annual General Meeting, however due some unavoidable circumstances he resigned from the Company on 22nd January 2015.
After this Mr. Navneet Dammani was again appointed as Additional Independent Director with effect from 31st March 2015 for the terms of 5 years not liable to retire by rotation and subject to approval of his appointment by the members in general meeting. The Board now recommends the appointment of Mr. Navneet Dammani as an Independent Director under
Section 149 of the Companies Act, 2013 and listing agreement in the ensuing A.G.M. to hold office for a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of 36th Annual General Meeting, not liable to retire by rotation.
2. Committees of the Board
The Board has constituted two Committees of Directors as to effectively focus in activities falling within their terms of reference. The minutes of the meeting of all the Committees of the Board are placed before the Board for discussion/ noting. The Board Committees can request special invitees to join the meeting, as appropriate.
The Board has currently established the following Committees:
A. Audit Committee
Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee comprising of three (3) Directors who have considerable expertise in accounting and financial management. The Compliance Officer acts as Secretary to the Committee.
During the year the Committee met two times on 30th October 2014 and 22nd January 2015. The maximum gap between any two meetings did not exceed One Hundred and Twenty days. The necessary quorum was present for all the meetings
Brief Description of term of reference
The terms of reference of Audit Committee are broadly as under:
> Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
> Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;
> Review and monitor the auditors independent and performance, and effectiveness of audit process;
> Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
> Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to, but not restricted to:
¦ Matters required to be included in the Tnrector's Responsibility Statement' under sub Section 5 of Section 134, which is further required to be included in our Board's report in terms of clause (c) of subsection 3 of Section 134 of the Companies Act, 2013;
¦ Changes, if any, in accounting policies and practices and reasons for the same;
¦ Major accounting entries involving estimates based on the exercise of judgment by management;
¦ Significant adjustments made in the financial statements arising out of audit findings:
¦ Compliance with listing and other legal requirements relating to financial statements;
¦ Disclosure of any related party transactions; and • Qualifications in the draft audit report.
> Approval or any subsequent modification of transactions of our Company with related parties;
> Scrutiny of inter-corporate loans and investments, valuation of undertakings or assets of our Company, wherever it is necessary;
> Reviewing with the management the half yearly financial statements before submission to the Board for approval;
> Reviewing, with the management, 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 making appropriate recommendations to the Board to take up steps in this matter;
> Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
> 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;
> Discussion with internal auditors of any significant findings and follow up there on;
> 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;
> 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;
> To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
> To review the functioning of the Vigil' mechanism, in case the same is existing;
> 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 and background of the candidate, etc;
> Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and to carry out any other function statutorily required to be carried out by the Audit Committee as per applicable laws;
> Mandatorily review the following information:
¦ Management discussion and analysis of financial information and results of operations;
¦ Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
¦ Internal audit reports relating to internal control weaknesses; and
¦ The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.
III. The audit committee invites executives, as it considers appropriate (particularly the head of the finance function) and representatives of the statutory auditors. The internal auditor reports directly to the Audit Committee.
B. Nomination and Remuneration Committee
Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 to review and to recommend the remuneration payable to the Executive Directors and Senior Management of the Company based on their performance and denned assessment criteria.
Committee comprises of Three (3) members as mentioned herein below. The Compliance Officer acts as Secretary to the Committee. During the year the Committee met once on 30th October 2014.
II. Brief Description of term of reference:
The following is the terms of reference of Nomination and Remuneration Committee,
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of independent directors and the Board;
3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
4. Devising a policy on Board diversity; and
5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
III. Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration Policy which determines criteria inter-aha qualification, positive attributes and independence of Directors for their appointment on the Board of the Company and payment of remuneration to Directors, Key Managerial Personnel and other Employees.
The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
(i) Qualification, expertise and experience of the Directors in their respective fields;
(ii) Personal, Professional or business standing;
(iii) 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.
By Order of the Board of Directors
For Vishvprabha Trading Limited
Sunil Y. Surve Director (DIN: 00065166}
Dated: 21st August 2015