CORPORATE GOVERNANCE PHILOSPHY
The Company is committed to ensure high standards of transparency and accountability in all its activities. The best management practices and high levels of integrity in decision making are followed to ensure long term wealth generation and creation of value for all the stakeholders. The Company follows all the principles of corporate governance in its true spirit.
BOARD OF DIRECTORS
Composition of the Board
As on 31st March, 2015, the Board of Directors comprised of 5 members, out of which three are Independent Directors, One Nominee Director and one Executive Director.
The Board meets at least once in every quarter to review the quarterly results and other items of the Agenda and, if necessary, additional meetings are held.
Nine Board Meetings (including adjourned meetings) were held during the financial year ended 31st March, 2015. These were held on 28th May, 2014, 30th May, 2014, 23rd June, 2014, 12th August, 2014, 12th November, 2014, 20th December, 2014, 13th January, 2015, 13th February, 2015 and 23rd March, 2015.
Directorships and Committee positions held by the Directors
In accordance with Clause 49 of the Listing Agreement, none of the Directors is a member in more than ten Committees or is acting as a chairman of more than five committees across companies in which he is Director. For the purpose of considering the limits of the committees, only the chairmanship and membership of the Audit Committee and Shareholders Grievances Committee / Stakeholders' Relationship Committee are considered.
Conduct of the Board Meetings
The day to day matters concerning the business is conducted by the Executives of the Company under the direction of Executive Directors of the Company with the supervision of the Board. The Board holds its meetings at regular intervals to review and discuss the performance of the Company and other pertinent issues relating to the Company.
The Agenda of the meeting is circulated in advance to the Board Members backed by background information to enable them to take appropriate decisions. The Board is kept informed of all major events/items and approvals taken wherever necessary
The regular information placed before the Board, inter-alia, includes:
• Quarterly results for the Company.
• Minutes of the meetings of the audit committee and other committees of the Board.
• Materially important show cause, demand, prosecution notices and penalty notices, if any.
• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.
Remuneration paid to Directors
Details of remuneration paid to Directors for the financial year ended 31st March, 2015.
Code of Conduct
A code of conduct for all Board members and senior management of the Company has been prepared. The code of conduct is available on the website of the Company www.winsomejewellery . com. All Board members and senior management personnel have affirmed compliance with the Code of Conduct. A signed declaration to this effect is enclosed at the end of this report.
As almost entire turnover of the Company comprised exports and most of its procurement of raw materials were through imports, the Company had Risk Management Policy primarily relating to Forward / Derivative Contracts and Hedging operations. These transactions and policy were reviewed periodically. Since March 2014, the operations have come to a halt and Company does not have any underlying transactions requiring hedging. Apart from above, the Company does not have elaborate risk management policy in relation to other commercial and operational risks.
COMMITTEES OF THE BOARD
As on 31st March, 2015 the Company had three committees of the Board, Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee. The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors. Composition of the said committees, number of meetings held and attendance during the financial year is as follows:
a) Audit Committee
1. Terms of Reference
Apart from all the matters provided in Clause 49 of the Listing Agreement and section 177 of the Companies Act, 2013, the Audit Committee meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company. During the period under review, no internal audits were carried out.
The Audit Committee consists of two independent Directors and a whole-time Director. The Audit Committee was re-constituted during the year on 13th January, 2015 whereupon Mr. Harshad Udani was inducted as a member of the Audit Committee replacing Mr. Jaikumar Kapoor, ex-Director of the Company. As on 31st March, 2015, Audit Committee comprising of the following Directors:
a. Mr. Harish Mehta, Chairman
b. Mr. Harmohan Namdev, Member
c. Mr. Harshad Udani, Member
3. Meetings and Attendance during the year
Five Audit Committee Meetings (including adjourned meetings) were held during the Financial Year ended on 31st March, 2015. These were held on 28th May, 2014, 30th May, 2014, 12th August, 2014, 12th November, 2014 and 13th February, 2015.
The statutory auditors, internal auditors are permanent invitees to the audit committee. The Company Secretary acts as secretary of the committee. Members of the Audit Committee including the Chairman have accounting and financial management expertise. The Chairman of the Audit Committee attended the Annual General Meeting (AGM) held on 30th September, 2014 to answer shareholder's queries.
The Committee acts as a link between the management, statutory and internal auditors and Board of Directors to oversee the financial reporting process. The terms of reference, role and scope of Audit Committee are in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges read with section 177 of the Companies Act, 2013, which, inter-alia, includes the following:
• To review compliance with internal control systems;
• To hold periodic discussions with the Statutory Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors;
• To review quarterly, half-yearly and annual financial results of the Company before submission to the Board;
• To make recommendations to the Board on any matter relating to the financial management of the Company;
• Recommending to the Board, the appointment, reappointment and if required, the replacement and removal of Statutory Auditors and fixation of Audit fees.
b) Stakeholders' Relationship Committee
As on 31st March, 2015 the Shareholders/Investors Grievances Committee comprised of Mr. Harish Mehta (Chairman) and Mr. S. P. Tanwar.
The Stakeholders Relationship Committee looks into redressing investor's grievances like transfer of shares, non-receipt of shares, non-receipt of dividends, non-receipt of annual report, etc.
Name and designation of the compliance officer: Mr. Asish Narayan, Company Secretary.
c) Nomination and Remuneration Committee
In compliance with the provisions of Clause 49 of the Listing Agreement and section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee meets as and when required to recommend to the Board the appointment or removal of Director(s) and also for carrying out the evaluation of every directors' performance and recommend to the Board a Policy relating to remuneration for the Directors, Key managerial personnel and other employees.
d) Risk Management Committee
The Company in terms of section 134 (3) of the Companies Act, 2013 & Clause 49 of the listing agreement had constituted risk management committee comprising of the following members:
1. Mr. Harish Mehta, Chairman
2. Mr. Harimohan Namdev, Member
3. Mr. Harshad Udani, Member
The aforesaid committee was constituted for identifying the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy has been adopted by the Nomination and Remuneration Committee and Board of Directors. The Nomination and Remuneration Policy is comprehensive policy which is in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of individual performance. The policy is uploaded on the website www.winsomejewellery.com
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees for each meeting of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribe under the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Non Executive Directors are paid Rs. 1000/- for attending each meeting of the Board and Audit Committee. Mr. Harshad Udani had been appointed as Whole-time Director at the Board meeting held on 23rd March, 2015 and the payment of remuneration is subject to the approval of the Shareholders, Banks and Central Government.
Management Discussion and Analysis
Management Discussion and Analysis report forms part of the Annual Report and has been detailed separately in the report.
a) The particulars of transactions between the Company and its related parties as required by Accounting Standard (AS)-18 issued by the Institute of Chartered Accountants of India are set out in point 32 of Notes to financial statements as at and for the 12 months period ended 31st March, 2015 of the Annual Report.
b) In preparation of financial statement, the Company has followed the applicable Accounting Standards referred to in Section 2 Clause (2) of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the annexure to the Notes to the Accounts.
c) The Company has not made any fresh capital issue during the period under review.
d) During the last three years, there were no strictures or penalties imposed on the Company either by SEBI or Stock Exchanges or any statutory authority for non-compliance of any matter related to capital market.
e) The Company has instituted a code of conduct for prevention of Insider Trading meant for Director(s) and Senior Management people. The code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Winsome Diamonds and Jewellery Limited, and cautioning them of the consequences of violations.
f) The Company has adopted and complied with all the mandatory requirements under Clause 49 of the Listing Agreement and there is no case of violation or infringement of the same during the period.
g) A qualified practicing Company Secretary carried out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held in electronic mode with NSDL and CDSL.
h) The certification of the financial statements and the cash flow statement for the period is enclosed at the end of the report.
Appointment / Re-appointment of Directors
Mr. Harimohan Namdev, Director, retire by rotation and being eligible, offer himself for re-appointment at the forthcoming Annual General Meeting.
The brief particulars of Director seeking appointments/re-appointments is given below:
Mr. Harshad Udani
Mr. Harshad Udani was appointed as a Director of the Company 13th January, 2015. Mr. Udani is a Graduate and has passed LLB as well as CAIIB (I). He had worked for more than 39 years in Central Bank of India in various capacities. Mr. Udani has retired Asst. General Manager from Central Bank of India. He had also been appointed as Whole-time Director subject to the requisite approval of shareholders, banks and Central government.
Ms. Ami Kothari
Ms. Ami Kothari was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on 23rd March, 2015.
Ms. Ami Kothari is a non executive Director of the Company She is an Associate member of The Institute of Company Secretaries of India. She is also a Law Graduate from Gujarat University. She has an expertise in compliance strategies and Corporate Governance.
Independent Directors Meeting
Independent Directors are regularly updated on performance or any strictures or notices received by the Company from any statutory authority or banks. The Independent Directors Mr. Harish Mehta, Mr. Harimohan Namdev and Ms. Ami Kothari met on 29 March, 2015 without any Senior Management Personnel to evaluate the performance of Non-Independent Directors.
Communication with shareholders
Winsome Diamonds and Jewellery Limited has its own website www.winsomejewellery.com and all important information relating to the Company, including results, press releases, etc. are posted on web-site. The results of the Company are published in leading newspapers like Business Standard / The Financial Express /Gandhinagar Western Times.
The Company has constituted a Shareholders/Investors Grievances Committee for redressing shareholders' complaints, as mentioned earlier in this report. Grievance redressal division/ compliance officer's e-mail ID as per clause 47(f) of Listing Agreement, exclusively for the purpose of registering complaints by investors: email@example.com
Certificate from the Secretarial Auditors ofthe Company, M/s. S.G. And Associates, Company Secretaries, confirming the compliance with the conditions of corporate governance, as stipulated under Clause 49 of Listing Agreement, is annexed to the Directors Report forming part of the Annual Report.
General Shareholder Information:
Annual General Meeting:
Day, Date, time and venue
30th September, 2015, 12.30 p.m.
Mahida Bhavan, Icchanath, Opp. S.V.R. Engineering College, Dumas Road, Surat - 395 007.
Financial Calendar (tentative)
1st April to 31st March
Results for the quarter ending 30th June, 2015 Second week of August, 2015
Results for the quarter ending 30th September, 2015 Second week of November, 2015
Results for the quarter ending 31st December, 2015 Second week of February, 2016
Results for year ending 31st March, 2015 Last week of May, 2016
Date of Book Closure Period
24th September, 2015 to 30th September, 2015.
Listing of Equity Shares on Stock Exchanges and Payment of Listing Fees
Scrip Code: 507892
Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 023
The Annual Listing Fees for the financial year 2014-2015 has been paid to BSE Limited.
ISIN : INE664A01015
Delisting of Shares
The Shares of the Company were delisted from National Stock Exchange (NSE) with effect from 31st March, 2015.
Registrar and Transfer Agent: Link Intime India Pvt. Limited
Unit: Winsome Diamonds and Jewellery Limited C-13, Pannalal Silk Mills Compound, L.B.S. Road Bhandup (West), Mumbai 400 078.
Phone : (91-22) 25946970. Fax : (91-22) 2594 6969 / 2596 2691. E-Mail: firstname.lastname@example.org Website: www.linkintime.co.in
Share Transfer System
Shareholders/Investors are requested to send the share transfer related documents directly to the Company's Registrar & Transfer Agent, Link Intime India Pvt. Limited whose address is given above. Shareholder's/Investor's Grievance Committee is authorized to approve the registration of transfer of shares in the physical segment. All share transfer is completed within statutory time limit from the date of receipt, provided documents meet the stipulated requirement of statutory provisions in all respects.
Company's Registered Office Address:
Winsome Diamonds and Jewellery Limited Kesharba Market - 2, Gotalawadi Katargam, Surat - 395 004 Gujarat State, India.
Phone: 0261-2535055 Fax: 0261-2533435
Investor's Service Cell:
Winsome Diamonds and Jewellery Limited
906/907/908, 9th Floor, The Plaza
Near Dharam Palace, 55, Gamdevi
Grant Road, Mumbai-400007
Phone: (022) 49200300; Fax (022) 49200333
Dematerlisation of Shares and Liquidity
The Equity Shares of the Company are compulsorily traded in electronic form with effect from 28th August, 2000. The shareholders who have not yet dematerialized their shares are requested to dematerialize the same by opening DP Account with nearest Depository Participants at the earliest to avail the benefits of dematerialisation.
The total number of shares dematerialized as on 31st March, 2015 are 10,34,13,284 shares representing 97.00% of Share Capital. The Equity Shares of the Company are frequently traded at BSE Limited and National Stock Exchange of India Limited (BSE & NSE).
Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity : NIL
Location of Factories:
• 143-D Bommasandra Industrial Area, Hosur Road, Hebbagodi, Bangalore - 562 158.
• Plot No.1 and 1A, Tivim Industrial Estate, Karaswada, Mapusa, Goa - 403 526.
• Kesharba Market-2, Gotalawadi, Katargam, Surat - 395 004.
• Plot No. 17/SDF, 4th Floor, Cochin Special Economic Zone, Kakkanad, Kochi - 682 037, Kerala.
• Unit No.46, 2nd Floor, SDF-III, MEPZ-SEZ, Tambaram, Chennai - 600045.