REPORT ON CORPORATE GOVERNANCE
We at Wisec Global Limited are committed to the concept and philosophy of Corporate Governance as a means of effective internal control, fair and transparent decisionmaking process and fullest support of the Board and Management for enhancing customer satisfaction and shareholders' value. Corporate Governance is a combination of voluntary practices and compliances of laws and regulations leading to effective control and management of the Organization and its valuable resources through effective and transparent business conduct, integrating communication, integrity and accountability towards its stakeholders. The Company is committed to pursue growth by adhering to the highest national and international standards of Corporate Governance. The Company respects the inalienable rights of its members to information on the performance of the Company and considers itself a trustee of its members.
Given below is a brief report on the practices followed by Wisec Global Limited towards achievement of good Corporate Governance.
A. Composition of Board
The present Board of Director comprises of 4 Directors inclusive of 1 Alternate Director. It includes Chairman Non Executive, One Whole Time Director and two non-executive independent Directors. The non-executive independent Directors are eminent professionals with experience in business and industry, finance and public enterprises. The senior management makes periodic presentations to the board on their responsibilities, performance and targets.
As stipulated under clause 49 of the Listing Agreement, none of the Directors is a member of more than 10 Board Level Committees of Public Companies in which they are Directors or is Chairman of more than five such committees.
Executive and Independent Directors
The Company maintains an appropriate mix of executive and independent directors to maintain the independence of the Board, and to separate the Board functions of governance and management. All Non-Executive Independent Directors bring a wide range of expertise and experience to the Board. The Board believes that the current size of the Board is appropriate based on the Company's present requirements. The current Board has five independent directors and one executive director.
B. Board Meetings
Scheduling and Selection of Agenda Items for Board Meetings
Normally, Board Meetings are scheduled at least 15 days in advance. Most of them are held at the Registered Office of the Company. The Whole Time Director and the Company Secretary draft the Agenda for each meeting, along with explanatory notes, and distribute it in advance to the Board members. Every Board member is free to suggest the inclusion of items on the agenda. Normally, the Board meets once a quarter to review the quarterly unaudited results and other items on the agenda. The Board also meets on the occasion of the Annual General Meeting of the members of the Company. If necessary, additional meetings are held. Independent Directors are normally expected to attend at least four Board Meetings in a year.
Meetings held during the year:
During the financial year 2014-15, Four Board Meetings were held and the gap between two meetings did not exceed four months. The date on which the meeting were held is 26/05/2014,12/08/2014, 07/11/2014 and 12/02/2015.
Availability of Information to the members of the Board
•The Board has unfettered and complete access to any information within the Company, and to any employee of the Company. At the Meetings of the Board, it welcomes the presence of managers who can provide additional insights into the items being discussed.
The Directors do not have any pecuniary relationship with the Company except to the extent of the following:
(a) In case of Whole Time Director - Remuneration as per the terms of appointment and reimbursement of expenses actually incurred,
(b) In case on Non-Executive - Payment of Sitting Fees Independent Directors Rs. 2,500/-for each Board Meeting attended by the Director.
C. DETAILS OF DIRECTORS BEING APPOINTED
No new Director was appointed during the financial year.
D. REMUNERATION OF DIRECTORS
The remuneration to Executive / Whole Time Directors is determined by the Board of Directors (as there is no remuneration committee) and approved by the Shareholders. No remuneration is paid to the Non - Executive Directors except the sitting fee of Rs. 2,5007- for each meeting they attended.
E. COMMITTEE OF THE BOARD
1. Audit Committee
The Audit Committee has been constituted as per the provisions of Companies Act, 2013 and the guidelines set out in the Listing Agreements with the Stock Exchanges. The terms of reference include -
a. Overseeing financial reporting processes.
b. Reviewing periodic financial results, financial statements and adequacy of internal control systems.
c. Approving internal audit plans and reviewing efficacy of the function.
d. Discussion and review of periodic audit reports.
e. Discussions with external auditors about the scope of audit including the observations of the auditors.
f. Recommend to the Board appointment of the statutory auditors and fixation of audit fees.
g. Reviewing with the management, the statement of uses / application of funds raised through an issue (public, rights, preferential issue of securities etc.)
h. Reviewing with the management the performance of statutory and internal auditors.
Minutes of meetings of the Audit Committee are. circulated to members of the Committee and the Board.
Audit Committee comprises two independent Directors:
i) Mr. Rakesh Rampal
ii) Mr. K. V. S. Prakash
iii) Brig. Tejpal Singh Choudhury (I)
Audit Committee meetings were held on 26/05/2014, 12/08/2014, 07/11/2014 and 12/02/2015.
Members of the Audit Committee have requisite financial and management expertise and have held or hold senior positions in reputed organizations.
The Statutory Auditors, Internal Auditor and the Chief Financial Officer of the Company are invited to attend and participate at meetings of the Committee.
The Company Secretary acts as the Secretary to the Committee.
2. Stake holder Grievance Committee
The Stake holder Grievance Committee comprises of three Directors, viz. Shri. KVS Prakash, Brig Tejpal Singh Chowdhury and Shri Rakesh Rampal as members. The Board has also appointed the Company Secretary of the Company as the compliance officer of the Committee. During the year 2014-15, complaints were received from the shareholders / investors and those were resolved to the satisfaction of the complainants. The shareholders' complaints are being disposed off within one month. Further no securities were pending for transfer or for dematerialize.
3. Remuneration Committee WISEC does not have a formal remuneration committee. However, all decisions regarding the remuneration of Whole Time Director is taken by the Board of Directors subject to approval from Shareholders at General Meeting and Central Government, wherever required as per the provisions of Companies Act, 1956. Non-Executive Directors are being paid sitting fee each meeting the have attended.
4. Share Transfer Committee Since the Company's shares are compulsory traded in the demat segment on the Stock Exchanges, bulk of the transfers take place in the electronic form. For expediting physical transfers, the Company has appointed a common agency; M/s Alankit Assignments Ltd. for demat as well as physical transfers. The Board has delegated share transfer function to the Share Transfer Committee. Physical transfers are affected well within the statutory period of one month. The Board has designated the Company Secretary as the Compliance Officer. Quorum for the Meetings The quorum is either two members or one-third of the members of the Committees, whichever is higher.
F. Management Information Systems
As a matter of transparency and good governance, key operational and financial data, and also other relevant information is furnished to the Directors in every meeting of the Board.
There was no material/significant transaction with the directors or the management and their relatives etc. that have any potential conflict with interest of the Company at large. Also there has not been any non-compliance by the Company in respect of which penalties were imposed by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other Statutory Authority during the last year.
H. Means of Communication The Company communicates with the shareholders at large through its Annual Reports, Publication of financial results in newspapers and by filing of various reports and returns with the Statutory Bodies like Stock Exchange and Registrar of Companies. The quarterly financial results are published in Hindi and English daily newspapers.
I. Auditor's certification on Corporate Governance Report.
The Company has obtained a Certificate from its Auditors regarding compliance of conditions of Corporate Governance as stipulated in the Listing Agreements with Stock Exchanges. The said Corporate Governance Certificate is annexed to this report. The above report has been placed before the Board at its meeting held on 30/08/2015 the same has been duly approved.
J. Investor Information
1) Annual General Meeting:
Date : 30th, September, 2015
Time : 09:00 A.M.
Venue : IN THE LAWNS OF CHATTAR SINGH JI KA YAMUNA MATA MANDIR, KHASRA NO. 32A, NEAR PUSTA (DJB) SHANK NO. 4, MOJA QULLAK PUR, NEAR PALLA VILLAGE, NEW DELHI -110036
Book Closure :
24/09/2015 (Thursday) to 29/09/2015 (Tuesday) both days inclusive
2) Registrar & Share Transfer Agent
M/s Alankit Assignment Limited
2E/21, Jhandewalan Extension, New Delhi-110055
3) Listing on Stock Exchanges
Bombay Stock Exchange Ltd
4) Compliance Officer:
Ms. Komal Kalra
5) ISIN Number
6) BSE Scrip Code
8) Simultaneous dematerialization of shares sent for transfer:
The Company provides facility of simultaneous transfer and dematerialization of equity shares. Upon receipt of the share certificate(s) for transfer or splitting and upon completion of the process thereof, the investor(s) is/are intimated about the option of dematerialization of shares. The Investor may send his/her DEMAT request within a period of 15 days from the date of option letter received, failing which the share certificate(s) is/are dispatched to the investor(s). The investor(s) who wish to exercise the option to DEMAT are required to submit Dematerialization Request Form (DRF) duly filled up along with the original option letter to the Depository Participant (DP).
9) Nomination facility:
The Company offers facility of nomination. The members are requested to refer to Section 109A of the Companies Act, 1956 as amended. The facility is made available, folio-wise and for the entire shares registered under the folio. The members holding shares in dematerialised form may contact and consult their respective Depository Participant (DP), for availing the nomination facility.
11) Investor Correspondence:
The shareholders may address their communication either to the Registrar and Transfer Agent at their address mentioned above or to the Compliance Officer of the Company at Registered Office of the Company situated at 2E/21, Jhandewalan Extension, New Delhi-110055,
13) Auditors' Certificate on Corporate Governance
As required under clause 49 of the Listing Agreement, the Auditors' Certificate on compliance of the Corporate Governance' norms is attached.