REPORT ON CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company firmly believes in the principles of Corporate Governance and is committed to conduct its business in a manner, which will ensure sustainable, capital-efficient and long-term growth thereby maximizing value for its shareholders, customers, employees and society at large. The Company's policies are in line with Corporate Governance guidelines prescribed under Listing Agreement/s with Stock Exchanges and the Company ensures that various disclosures requirements are complied in letter and Spirit for effective Corporate Governance.
BOARD OF DIRECTORS
The Board of the Company comprises of Executive and Non-Executive Directors. The Executive and Non-Executive Directors are expert professionals in their respective fields. The provisions for appointment of Directors, their powers and meetings are contained in the Articles of Association of the Company. During the previous year Ten Board Meetings were held on 28* May, 2013,16th July, 2013,14* August, 2013,10* October, 2013,18* October, 2013, 14* November, 2013, 2nd December, 2013, 14th January, 2014,31 * January, 2014, and 18* February, 2014.
'Includes directorships in Public and Private Companies
• Non-Executive Independent Directors of your Company have no pecuniary relationships or any transactions with your Company save and except the payment of sitting fees to them.
• All the directors have made the necessary disclosures regarding committee positions occupied by them in the other Companies.
• All the Directors have certified that the disqualifications mentioned under Section 164(2) of the Companies Act, 2013 corresponding to Section 274(1 )(g) of the Companies Act, 1956 do not apply to them.
• Necessary information as required under Annexure 1A to Clause 49 has been placed before the Board for their consideration.
• None of the Directors hold any equity shares in the Company, except Mr. Manoj Kumar Chand who holds 50,000 equity shares as on March 31, 2014.
• None of the Directors except Mr. Manoj Kumar Chand and Mr. Manish Kumar Chand are related to each other.
THE COMMITTEES OF THE BOARD
Recommendations of the Committees are submitted to the Board for their approval. The minutes of the meetings of all the Committees are placed before the Board of Directors for discussions and noting.
The Audit Committee forms a vital link between Statutory Directors on one hand and the Board of Directors^ on the other. The scope of the activities of the Audit Committee is as per the terms set out in clause 49 of the Listing Agreement read with Section 177 of the Companies Act, 2013. The Terms and of Reference of the Committees, inter alia, includes the following:
• Recommending the appointment or re-appointment, removal or replacement, remuneration and terms of appointment of auditors of the Company;
• Review and monitor the auditors' independence and performance, and effectiveness of audit process;
• Examination of the financial statement and the auditors' report thereon;
• Approval of any subsequent modification of transactions of the Company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company wherever it is necessary;
• Evaluation of internal financial controls and risk management systems of the Company;
• Monitoring the end use of funds raised through public offers and related matters;
• Oversight of the company's financial reporting process and the disclosures of its financial information to ensure that the financial statement is correct, sufficient and credible.;
• Reviewing the quarterly, half-yearly and annual financial statements before submission to the Board for approval, primarily focusing on:
• Matters required to be included in the Directors' Responsibility Statement & in the Board's report in terms of Companies Act;
• Changes, if any, in Accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgement 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.
• Qualifications in the draft audit report.
• Reviewing with the management performance of statutory and internal auditors, and adequacy of the internal control systems.
• Reviewing the adequacy of internal audit function, 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;
• Discussing with Internal Auditor any significant finding 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;
• Discussing with the 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;
• Looking into reasons of defaults in payments to depositors, shareholders and creditors, if any;
• To review the functioning of the Whistle Blower Mechanism; and
• Approval of appointment of CFO after assessing the qualifications, experience & background, . etc. of the candidate.
The Audit Committee was reconstituted on 18th October, 2013 by appointing Mr. Hari Govind Singh as a Chairman, Mr. Sanjay Kumar Pandit as a Member and Mr. Nand Kumar Singh as a Member in place of Mr. Janardan Joshi, Mr. Remedias Francis Pinto and Mr. Vijay Kumar Bothra who resigned from the post of Chairman and the Members on the same day. The Chairman of the Audit Committee is an Independent Director having financial and accounting knowledge.
The Composition of Audit Committee as on 31st March, 2014 is as under:
a. Mr. Hari Govind Singh - Chairman
b. Mr. Nand Kumar Singh - Member
c. Mr. Sanjay Kumar Pandit - Member
During the year, four audit committee meetings were held on May 28, 2013, August 14,2013, November 14,2013 and January 31, 2014. And the meeting was duly attended by the members.
Remuneration Committee comprises of three members two of whom are Non-Executive Independent Director. The Terms of Reference of the Committees, inter alia, includes the following:
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 remuneration of the Directors, Key Managerial Personnel and other Employees.
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. 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; and
4. Such other functions as may be delegated to it by the Board of Directors.
The Remuneration Committee was reconstituted on 18th October, 2013 by appointing Mr. Hari Govind Singh as a Chairman, Mr. Sanjay Kumar Pandit as a Member and Mr. Nand Kumar Singh as a Member in place of Mr. Janardan Joshi, Mr. Remedias Francis Pinto and Mr. Vijay Kumar Bothra who resigned from the post of Chairman and the Members on the same day.
The Composition of the Remuneration Committee as on 31st March, 2014 is as under:
1. Mr. Hari Govind Singh - Chairman
2. Mr. Nand Kumar Singh - Member
3. Mr. Sanjay Kumar Pandit - Member
Remuneration Committee is constituted to approve remuneration to Managerial Personnel.
SHAREHOLDERS' / INVESTORS' GRIEVANCE COMMITTEE
The Shareholders / Investors Grievance Committee comprises of three members two of whom are Non-Executive Independent Directors Mr. Hari Govind singh is the Chairman and Mr. Sanjay Kumar Pandit and Mr. Nand Kumar Singh are the committee member.
The functions and powers of the Committee includes approval and rejection of transfer or transmission of equity shares, issue of duplicate share certificates, dematerialization and / or remateriafization requests, allotment of shares and securities issued from time to time and listing of securities on the Stock Exchanges. The Committee is also empowered to oversee the redressal of Investors' complaints pertaining to share transfers, non-receipt of Annual Reports, issue of duplicate share certificates, transmission (with and without legal representation) of shares and other miscellaneous complaints.
During the year, four Shareholders / Investors Grievance Committee meetings were held on May 28, 2013, August 14, 2013, November 14, 2013 and January 31, 2014. And the meeting was duly attended by the members.
During the year, the Company did not receive any investors' complaints as per report from the Company's
Registrar. There is no complaint which has remained un-addressed as on 31 March, 2014.
In terms of the Clause 47 of the Listing Agreement, Mr. Sanjay Kumar Pandit, the Complaince Officer of the Company is authorised for complying with Securities Laws and the Listing Agreement with the Stock Exchange.
Mr. Rajib Kumar Das, Practising Company Secretary is presently conducting Reconciliation of Share Capital Audit for the Company. The audit confirms that the total issued capital / paid up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialized snares held with NSDL/CDSL.
CODE OF CONDUCT
The Board has laid down the code of conduct for prevention of insider-Trading Practices for its Board of Directors and Designated Senior Management Personnel of the Company in compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1992 (SEBI Regulations). The code has been posted on the Company's website www http://www.vfsl.in.The Code lays guidelines,which advises the Board of Directors and Designated Senior Management Personnel of the company on procedures to be followed and disclosures to be made while dealing with shares of the company and cautjorwig them of the consequences of violations. All Board members and Designated Senior Management Personnel have affirmed compliance with the Code of Conduct.
MEANS OF COMMUNICATION
a) The quarterly financial results are published through BSE and Newspapers, namely Mumbai Lakshadeep (Marathi) and Business Standard (English).
b) The information of investors' interest is communicated either directly to the shareholders or through stock exchanges.
c) Website of the Company is www.vfsl.in
d) Official news releases are also posted on the website.
GENERAL SHAREHOLDERS INFORMATION
AGM Date, time and venue
Saturday, the 27th September, 2014 at 2.00 p.m. at Shop No.-6, Navman Mandir Co. Op. Hsg. Soc. Ltd., Opp:- Maratha Sahakari Bank, Eksar Road, Borivali (West), Mumbai-400091.
1st April, 2013 to 31st March, 2014
Date of Book Closure
22nd September, 2014 to 27th September, 2014
Dividend Payment Date
Listing on Stock Exchanges
BSE Stock Code: 511361
Market Price Data and performance in comparison to broad-based
Since no trading had taken place in the previous six months, the market price data and performance in comparison to broad based indices such as BSE Sensex, CRISIL index etc. are not aiven.
Registrar and Transfer Agents
Sharex Dynamic (India) Pvt. Ltd. Unit 1, Luthra Ind. Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai - 400 072. Tel.: 2851 5606, 2851 5644, Fax : 2851 2885 E-Mail ID: Sharexindia@vsnl.com
Share Transfer System
As regards, transfer of shares held in physical form, the transfer documents can be Ipgded with Sharex Dynamic (India) Pvt. Ltd. at above mentioned address. Transfer of shares in physical form is normally processed within 15 days from the date of receipt provided the documents are complete in all respect and the shares under transfer are not under dispute. Share Transfer Committee has been delegated authority by the Board for expediting share transfers.
Dematerialization of shares and Liquidity
The shares of the Company are in Demat segment, and are available for demat with NSDL. As on 31st March, 2014, 6415200 equity shares of the Company representing 92.128% of the Company's sharecapital have been Dematerialised.
Under the depository system the International Securities Identification Number (ISIN) allotted to the Company's shares in INE002I01011. Nil
Outstanding GDRs/ADRs/Warrants Or Any Convertible instruments, Conversion date and likely Impact on equity :
Address for Correspondence
Vishwamitra Financial Services Limited,
Shop No.- 6, Navman Mandir Co. Op. Hsg. Soc. Ltd. Opp:- Maratha Sahakari Bank, Eksar Road, Borivali (West), MumbaM00091
Name of the Contact Person
Mr. Sanjay Kumar Pandit