REPORT ON CORPORATE GOVERNANCE FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
(In accordance with Clause 49(X) of the Listing Agreement with BSE Limited)
1. COMPANY'S PHILOSOPHY:
The Company is committed to good corporate governance, envisages Commitment of the Company towards the attainment of high level of transparency, accountability and business propriety with the ultimate objective of increasing long terms shareholders value, keeping in view the needs and interest of all the stakeholders.
The Company confirms the compliance of Corporate Governance as contained in Clause 49 of the Listing Agreement, the details of which are given below.
2. BOARD OF DIRECTORS:
The composition of the Board is in conformity with Clause 49(II)(A) of the Listing Agreement. As on 31st March, 2015, the Board comprises of Five Directors, who brings in a wide range of skills and experience to the Board. The Chairman is Non-Executive and the number of Independent Directors is Three. None of the Directors of the Company are related to each other.
During the year Seven Board Meetings were held and the gap between two meetings did not exceed 120 days. The dates were: 28th May, 2014; 14th August, 2014; 30th September, 2014; 14th November, 2014; 30th December, 2014; 14th February, 2015 and 31st March, 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(II)(D)), across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.
The information as required under Annexure X to Listing Agreement are being made available to the Board.
3. AUDIT COMMITTEE:
The Audit Committee was re-constituted with the resignation of Mr. Shreyans Jain, member of Audit Committee on 31st March, 2015 and Ms. Priyanka Jain was inducted as the member Mr. Pramod Bhelose is the chairman of the Committee. The Committee's composition meets with the requirements of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement.
The Audit Committee met 4 times on 28th May, 2014; 14th August, 2014; 14th November, 2014 and 14th February, 2015 and statutory auditors also attended the meeting and attendance of the members was as under;
The members possess adequate knowledge of Accounts, Audit and Finance. The broad terms and reference of Audit Committee are to review the financial statements before submission to Board, to review reports of the Auditors and Internal Audit department and to review the weaknesses in internal controls, if any, reported by Internal and Statutory Auditors etc. In addition, the powers and role of the Audit Committee are as laid down under Clause 49 III C & D of the Listing Agreement entered with the Stock Exchanges and Section 177 of the Companies Act, 2013.
The Audit Committee invites such of the executives, as it considers appropriate (and particularly the person responsible for the finance and accounts function) to be present at its meetings.
4. NOMINATION AND REMUNERATION COMMITTEE :
The Remuneration Committee met thrice during the year on 28th May, 2014; 30th September 2014 and 31st March, 2015. Mr. Shreyans Jain (resigned 31.03.2015) was the Chairman of Remuneration Committee. During the year the committee was re-constituted on 31.03.2015 upon resignation of Mr. Shreyans Jain and with Induction of Ms. Priyanka Jain as member. The constitution of the committee and the attendance of each member during the year is as given below:
The terms of reference of the 'Remuneration Committee' are as follows:
i. To determine on behalf of the Board and on behalf of the Shareholders the Company's policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment.
ii. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.
iii. To carry out the evaluation of every Director.
iv. To evaluate the criteria for evaluation of Independent Directors and the Board.
During the year no remuneration paid to executive director and there is no sitting fees paid to Non - Executive Directors for attending Board and Committee Meetings.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprised of Mr. Shreyans Jain - Chairman (Independent; Non Executive); Mr. Pramod Bhelose (Independent; Non Executive) and Mr. Sanjay Minda (Non Executive - Non Independent). However with the resignation of Mr. Shreyans Jain w.e.f. 31.03.2015 the Stakeholders Relationship Committee has been reconstituted with the induction of Ms. Priyanka Jain and Mr. Pramod Bhelose was appointed as chairman.
The Stakeholders Relationship Committee met once during the financial year on 14th November, 2014. The details of the meeting attended by the Directors are as given below:
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. There are no Shareholder's complaints pending with the Company.
Mr. Sanjay Minda, is the Compliance Officer. His address and contact details are as given below: Address:117, Hubtown Solaris, N.S. Phadke Marg, Nr. East-West Flyover, Andheri East, Mumbai - 400 069 Phone: 022 - 26844495 / 97; Email: firstname.lastname@example.org
1.1There were no materially significant related party transactions i.e. transaction of the Company of material nature with its Promoters, Directors or the Management or their relatives etc. that would conflict with the interests of the Company.
1.2 No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
1.3 The Company has Whistle Blower Policy (WBP) in line with Clause 49 II f of the Listing Agreement. The Company affirms that no employee has been denied access to the Audit Committee.
1.4 All mandatory requirements as per Clause 49 of the Listing Agreement have been complied with by the Company.
1.5 The Company follows Accounting Standards issued by The Institute of Chartered Accountants of India and there are no statutory audit qualifications in this regard.
1.6 In terms of Clause 49(IX) of the Listing Agreement, the person heading the finance function has made a certification i.e. (CEO / CFO Certificate) to the Board of Directors in the prescribed format for the year under review which has been reviewed by the Audit Committee and taken on record by the Board.
8. MEANS OF COMMUNICATION:
a) The quarterly un-audited financial results are published in leading English and Vernacular newspapers. The half yearly report is not sent separately to the Shareholders. Annual Reports are sent to the shareholders at their registered e-mails or address with the Company.
b) The quarterly financial results are displayed at the website of the Company www.agarwalholdings.com
b) The Management Discussion and Analysis Report, in compliance with the requirements of Clause 49 (VIII) (D) of the Listing Agreement is annexed to the Directors' Report and forms part of this Annual Report being sent to all the members of the Company.
GENERAL SHAREHOLDERS INFORMATION: ANNUAL GENERAL MEETING
Date and Time : Wednesday, 30th September, 2015 at 12.30 PM
Venue : 117, Hubtown Solaris, N.S. Phadke Marg,Nr. East-West Flyover, Andheri East, Mumbai - 400 069
Dates of Book Closure : Tuesday, 29-09-2015 to Wednesday, 30-09-2015
Financial Calendar 2015-2016 (Tentative):
First quarterly results : August, 2015
Second quarterly results : November, 2015
Third quarterly results : February, 2016
Annual results for the year ending on 31.03.2016 : May, 2016
Annual General Meeting for the year 2016 : around July, 2016
(c) Listing on Stock Exchanges and Stock Codes:
The Company's Equity Shares are listed on the BSE Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
The Company has paid Annual Listing Fees as applicable, to the BSE for the financial year 2015 - 16.
Script Code Equity : 503675
ISIN Equity : INE786K01023
Face Value : Rs. 2 per share
d. Market Price Data:
The monthly high / low market price of the Equity Shares of Rs. 2 each during the year 2014 - 2015 at the BSE Limited is as under:
e. Registrar & Share Transfer Agents:
Purva Sharegistry (India) Pvt Ltd Unit: Wagend Infra Venture Ltd.Unit no. 9, Shiv Shakti Ind. Estate, J .R. Boricha Marg, Opp. Kasturba Hospital Lane,Lower Parel (E), Mumbai - 400 011Tel: 91-22-2301 6761 / 8261; Fax : 91-22-2301 2517E-mail: email@example.com; Website: www.purvashare.com
g. Dematerialisation of Shares and Liquidity:
The Company's shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India - National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
h. Registered Office:
117, Hubtown Solaris, N. S. Phadke Marg, Near East - West Flyover, Andheri (East), Mumbai - 400 069 (w.e.f. 30th December, 2014) Tel: 022 - 2684 4495 / 97;
Designated exclusive e-mail id for Investor servicing: firstname.lastname@example.org Website: www.wagendinfra.com
10. CORPORATE ETHICS
The Company adheres to the best standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings. A Code of Conduct for Board Members and a Code of Conduct for Prevention of Insider Trading as detailed below has been adopted pursuant to clause 49 II E of the Listing Agreement & the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), respectively:
a. Code of Conduct for Board Members and Senior Management:
The Company has adopted the Code of Conduct for its Board members and Senior Management. The Code best Corporate Governance as the cornerstone for sustained management performance, for serving all the stakeholders and for instilling pride of association.
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 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 Compliance Officer has been appointed as the Chief Investor Relation officer and is responsible for adherence to the Code.
d. Compliance Certificate by Auditors:
The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated in clause 49 (XI), which is annexed herewith.
By order of the Board
For Wagend Infra Venture Limited
Place : Mumbai
Date : 25.05.2015