CORPORATE GOVERNANCE REPORT
(A) Company's Philosophy on Code of Corporate Governance
Winro Commercial (India) Limited is fully committed to and continues to practice good Corporate Governance. The Company believes that proper Corporate Governance generates goodwill among business partners, customers and investors, facilitates effective management and control of business and generates competitive returns for the investors. In addition to the basic governance issues, the Company lays significant emphasis on the principles of trusteeship, transparency, empowerment, accountability and integrity. The Company, through its Board and Committees, endeavours to strike and deliver the highest governing standards for the benefit of its stakeholders.
The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered into with the stock exchanges with regard to corporate governance.
(B) Board of Directors
(i) Board Composition
The composition of the Board is in accordance with the requirements of the corporate Governance code of Listing Agreement with the stock exchanges. The Board of Directors consists of optimal combination of Non-Executive and Independent directors. As on the date of report the Board comprised of Four Non - Executive Directors of which Two are Independent Directors. The Chairman of the Board is a Non-Executive Director.
(ii) Board Meetings and Attendance of Directors
The Board meets at least once in a quarter to consider amongst other business the performance of the Company and quarterly financial results. When necessary, additional meetings are held. The Board meetings are generally held at the Registered Office of the Company at Mumbai. Agenda for each meeting along with explanatory notes are drafted and distributed well in advance to the Directors. Every Board Member is free to suggest the inclusion of items on the agenda.
(iii) Board Committees
To enable better and more focused attention on the affairs of the corporation, the Board delegates particular matter to committee of the Board set up for the purpose. The Committees have oversight of operational issues assigned to them by the Board.
As on 31st March, 2015, there were six core Committees constituted by the Board are:
1. Audit Committee.
2. Nomination and Remuneration Committee.
3. Stakeholder Relationship Committee.
4.Corporate Social Responsibility Committee.
5. Risk Management Committee.
6. Asset Liability Management Committee.
The Board is responsible for the constitution, co-opting and fixing the terms of reference for Committee members of the said Committees. The details of various Committees are as under:
(iv) AUDIT COMMITTEE
Terms of reference
(i) Primary objectives of the Audit Committee
The Audit Committee inter-alia provides assurance to the Board on the adequacy of the internal control systems and financial disclosures. The primary objective of the Audit Committee (the "Committee") is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and the transparency, integrity and quality of financial reporting.
The Committee oversees the work carried out in the financial reporting process - by the management, including the independent auditor - and notes the process and safeguards employed by each.
(ii) Scope of the Audit Committee
1. Provide an open avenue of communication between the independent auditor and the Board of Directors ("BOD")
2. Recommending the appointment, re-appointment and if required the replacement or removal of statutory auditors, fixation of audit fees and also to approve the payment for other services.
3. Confirm and assure the independence of the external auditor.
4. Review with independent auditor the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts and the effective use of all audit resources.
5. Consider and review with the independent auditor the adequacy of internal controls including the computerized information system controls and security;
6. Reviewing with the management the Quarterly financial statements before submission to the Board for approval.
7. Reviewing with the management the annual financial statements before submission to the Board, focusing primarily on:
(a) Any changes in the accounting policies and practices
(b) The going concern assumption
(c) Compliance with accounting standards
(d) Compliance with listing and other legal requirements concerning financial statements
(e) Significant adjustment arising out of audit
(f) Disclosure of any related party transactions.
(g) Qualification in the draft audit report
8. Consider and review with the management and the independent auditor;
(a) Significant findings during the year, including the status of previous audit recommendations,
(b) Any difficulties encountered in the course of audit work including any restrictions on the scope of activities or access to required information.
9. Review of the following information:
(a) Management discussion and analysis of the financial conditions and results of operations;
(b) Statement of significant related party transactions submitted by the management;
(c) Management letters/letters of internal control weaknesses issued by the Statutory Auditors Composition of the Audit Committee
The Audit Committee comprises of three Non-Executive Directors of which two are Independent Directors. The Audit Committee has been set up pursuant to the provisions of the Companies Act, Clause 49 of the Listing Agreement and as well as RBI directions for NBFC. The quorum for the Audit Committee Meeting is two members.
The composition of the Audit Committee as on 31st March, 2015 is as follows:
1. Mr. Hatim F. Harianawala - Chairman
2. Mr. Ketan Desai - Member
3. Mrs. Vaishali Dhuri - Member
(ii) NOMINATION AND REMUNERATION COMMITTEE:
The Company had a nomination committee and remuneration committee of directors. The nomination committee and remuneration committee of the Company were combined and named as Nomination and Remuneration Committee on 03rd September 2014.
The Broad terms of reference of the Nomination and Remuneration Committee are as follows:
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. Devising a policy on Board diversity;
4. 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.
5. As on 31st March, 2015, the Nomination and Remuneration Committee of the Board of Directors comprise of:
i. Mr. Hatim Harianawala - Chairman
ii. Mr. V. V. Sureshkumar - Member
iii. Mr. Ketan Desai - Member
Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives. The policy is in consonance with the existing industry practice and is directed towards rewarding performance, based on review of achievements, on a periodical basis.
None of the director is paid any remuneration or sitting fees during the financial year ended 31st March, 2015. Presently, the Company does not have any stock option plan or performance linked incentives for its directors.
(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:
Scope of the Stakeholders Relationship Committee:
The said Committee inter-alia, deals with various matters relating to transfer/transmission of shares, investors' grievances and redressal mechanism and to recommend measures to improve the level of investor services.
The Stakeholders Relationship Committee is headed by an Independent Non-Executive Director consisting of the following members:
Terms of reference of Risk Management Committee includes the following:
• To ensure that the risk management process and culture are embodied throughout the Company.
• To provide adequate information to the Board on key risk management matters.
• To identify new strategy risk including corporate matter.
• To review the risk management plan and ensure its effectiveness.
Role of Asset Liability Management Committee:
• Reviewing the effects of various possible changes in the market conditions related to the Balance Sheet and recommend the action needed to adhere to the Company's internal limits.
• Articulating the current interest rate view of the Company and deciding the future business strategy on this view.
• To ensure that all activities are within the overall regulatory framework and government regulation.
• To consider the significance of ALM of any changes in customer behavior and formulate appropriate actions.
(vii) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The board of the Company has formed a CSR committee of directors as required under Section 135 of the Companies Act, 2013 constituted on 15 December, 2014, comprising of the following:
The broad terms of reference of CSR committee is as follows:
• Formulate and recommend to the board, a corporate social responsibility (CSR) policy;
• Recommend the amount of expenditure to be incurred on the activities referred to above;
• Monitor the CSR policy of the Company from time to time;
• Oversee the Company's conduct with regard to its corporate and societal obligations and its reputation as a responsible corporate citizen; and
(i) Related Party Transactions:
There are no transactions of material nature with Directors/Promoters or any related entity, which will have any potential conflict with the interests of the Company at large.
(ii) Compliances by the Company:
There is no non-compliance by the Company or any penalties imposed by the Stock Exchange, SEBI or any other statutory authority on any matter related to capital markets, during the last three years/period.
(iii) Whistle Blower Policy:
The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behaviour. No person has been denied access to the chairman of the audit committee. The said policy has been also put up on the website of the Company at the following link http://winrocommercial.com/policy/latest%20whistle-blower-policy.pdf.
(iv) Compliance with the Mandatory requirements and Implementation of the Non-mandatory requirements:
The Company has complied with the mandatory requirement of the Corporate Governance Clause of Listing Agreement. The Company has not implemented the non-mandatory requirements enlisted by way of annexure to Clause 49 of the listing agreement.
(E) Means of Communication:
(i) The quarterly results of the Company are published in four newspapers in compliance with the provisions of Clause 41 of the listing agreement. Generally, the same are published in The Financial Express (English language) and Mumbai Lakshadeep (Marathi language) in Mumbai and Financial Express (English language) and Duranta Barta(Bengali language) in Kolkatta. The quarterly results as well as the proceedings of the Annual General Meeting are sent by fax and e-mail immediately after the conclusion of the respective meetings and later on hard copy of the same is submitted to the Exchanges where the shares of the company are listed. The results are also displayed on the Company's website at http://www.winrocommercial.com.
(ii) As per the Listing Agreement all periodical information, including the statutory filings and disclosures, are sent to BSE Limited and the Calcutta Stock Exchange Limited. The filings required to be made under the listing agreement; including the Shareholding pattern and Corporate Governance Report for each quarter are also filed on BSE Listing Centre.
(iii) No presentations were made to the institutional investors or to analysts during the year under review.
(F) General Shareholders' Information:
(i) CIN: L51226MH1983PLC165499
Registered Office Address : 209-210, Arcadia Building, 195, Nariman Point, Mumbai - 400021.
(ii) Date, time and venue of Annual General Meeting of Shareholders 25th September 2015, 3.00 P.M. Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai-400001
(iii) Financial Year/Calendar (tentative and subject to change)
The financial year of the company starts from April 1st and ends on March 31st of the succeeding year. Financial reporting for quarter ended
June 30, 2015 : By August 14, 2015
September 30, 2015 : By November 14, 2015
December 31, 2015 : By February 14, 2016
March 31, 2016 : By May 30, 2016
Annual General Meeting for year ended March 31, 2016 - By September 30, 2016.
(iv) Dates of book closures: 18th September 2015 to 25th September 2015 (both days inclusive)
(v) Registered Office: 209-210, Arcadia Building, 2nd Floor, Plot No.195, Nariman Point, Mumbai - 400021 Tel. No.: 022 - 66708600 Fax No.: 022 - 66708650
(vi) Listing on stock exchanges: The Equity Shares of the Company are listed on: - BSE Limited - The Calcutta Stock Exchange Limited. The Annual Listing Fees as prescribed have been paid to both the Stock Exchanges for the year 2015-2016
(vii) Stock Exchange Code : 512022 (Bombay Stock Exchange Limited) 33040 (The Calcutta Stock Exchange Limited)
(viii) Stock Market price data
High and low at the BSE Limited and Calcutta Stock Exchange limited for financial year ended 31st March 2015:
There was no trade executed in the shares of the Company during the year on BSE Limited and Calcutta Stock Exchange Limited.
(x) Registrar and Share Transfer Agents: TSR Darashaw Limited 6-10, Haji MoosaPatrawala Industrial Estate, 20 Dr. E Moses Road, Mahalaxmi Mumbai-400 011. Tel No: (022) 66568484 Fax No:(022) 6656 8494 Email-id: firstname.lastname@example.org Website: www.tsrdarashaw.com
(xi) Share Transfer System:
Transfers in physical forms are generally registered by Registrar and Share Transfer Agents, M/s. TSR Darashaw Limited within a period of 30 days of receipt of documents complete in all respect. Invalid share transfers are returned within a period of 15 days from the date of receipt.
(xiii) Dematerialisation of shares and liquidity
The Company has established connectivity with Central Depository Services (India) Limited and National Securities Depository Limited for dematerialisation of shares and the same are available in electronic segment under ISIN No. INE837E01019. As on 31st March 2015, 654080 Equity Shares representing 52.22% are in dematerialized form.w
(xiv) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity:
There are no GDR/ADR/Warrant or any Convertible Instruments pending conversion or any other instrument likely to impact the equity share capital of the Company.
(xv) Plant location:
The Company does not have any plant.
(xvi) Address for Correspondence:
TSR Darashaw Limited 6-10, Haji MoosaPatrawala Industrial Estate, 20 Dr. E Moses Road, Mahalaxmi Mumbai- 400011 Tel. No.: 022-6656 8484 Fax No.: 022- 6656 8494 Email: email@example.com
Ms. Hinal Chheda Company Secretary &Compliance Officer 209-210 Arcadia Building, 2nd Floor, 195 Nariman Point, Mumbai-400021, Tel.: 022-6670 8600, 022-6670 8650 Email: firstname.lastname@example.org Winro Commercial (India) Limited