REPORT ON CORPORATE GOVERNANCE
1. PHILOSOPHY ON CORPORATE GOVERNANCE CODE
The Company seeks to adopt good corporate Governance practices and to ensure compliance with all relevant laws and regulations. The Company conducts its activities in a manner that is fair and transparent and also perceived to be such by others.
2. BOARD OF DIRECTORS
(a) Composition / Category of Directors
i. Promoter Directors
• Executive 1
• Non Executive 1
3. AUDIT COMMITTEE
The Audit Committee comprises of two independent Directors and one Non Executive Director. The members of the Audit Committee are Mr. Sandeep Mangal (Chairman), Mr. Satish Gupta, Mr. R Gurumurthy (upto 05/08/2014), Mrs. Navrati Gupta (w.e.f. 05/08/2014) as Members. Mr. Sandeep Kumar Mangal and Mr. Satish Gupta have the requisite financial and accounting background. Committee met on four occasions during the financial year on 27th May, 2014, 5th August, 2014, 10th November, 2014 and 29th January 2015. Attendance details of all the committee members are as under.
Mr. Anurag Gupta, Managing Director, Ms. Hema Bose. CFO & Compliance Officer and representatives of Statutory Auditors and Internal auditor are also invited to attend the meetings.
The role, terms of reference, authority and powers of this Committee are in conformity with the requirements of the Companies Act, 2013 and the Listing Agreement, as amended to date.
Terms of Reference:-
The terms of reference of Audit Committee includes the following
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommending for appointment, remuneration and terms of appointment of auditors of the company;
3. Approving of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the independence, performance and effectiveness of audit process of statutory and internal auditors;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, 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;
14. Discussing with internal auditors of any significant findings and follow up there on;
15. 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;
16. Discussing with 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;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. Review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee
21. Review the following information,
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses
e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
22. In addition to the above, all items listed in Clause 49 (III)(D) of the Listing Agreement, as may be amended from time to time.
4. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The company in order to maintain highest standards of ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide an avenue to its employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentations of any financial statements and reports, etc. The Audit committee of the company oversees the said mechanism from time to time. None of the Company personnel has been denied access to the Audit Committee.
5. NOMINATION AND REMUNERATION COMMITTEE:
In terms of provisions of Section 178 of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Board of Directors, at its meeting held on August 5, 2014, has reconstituted the Nomination & Remuneration Committee, comprising of two independent Directors and one Non Executive Director viz Mr. Sandeep Kumar Mangal as a Chairman, Mr. Satish Gupta, and Mrs. Navrati Gupta as Members.
During the year ended March 31, 2015 the Committee met once on 5th August 2014 at which all its prevalent members were present.
The role of the Nomination and Remuneration Committee is to determine and recommend the Company's policy on specific remuneration package for Wholetime Directors and Senior Management personnel, evaluation of performance of the Directors. The brief terms of reference of the Committee are as under:
A. Terms of Reference
a. Formulate criteria for determining qualifications, positive attributes and independence of directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel, and other personnel.
b. Identifying and assessing potential individuals with reference to their expertise, skills, qualifications, attributes and personal and professional standing for appointment / re-appointment as Directors/Key managerial Personnel in the Company.
c. Support the Board of Directors for formulating policies for evaluation of performance of directors.
d. Recommend compensation payable to the Executive Directors, Directors and Senior Managerial Personnel
B. Appointment and Remuneration Policy
The Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors, CEO & Managing Director, Key Managerial Personnel and their remuneration. This Policy is accordingly derived from the said Charter. Criteria of selection of Non Executive Directors
The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of marketing, finance, taxation, law, governance and general management.
In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independence nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively
The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013. The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
i. Qualification, expertise and experience of the Directors in their respective fields;
ii. Personal, Professional or business standing;
iii. Diversity of the Board.
In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
CEO & Managing Director - Criteria for selection / appointment
For the purpose of selection of the CEO & MD, the Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.
The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
Remuneration for the CEO & Managing Director
At the time of appointment or re-appointment, the CEO & Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination and Remuneration Committee and the Board of Directors) and the CEO & Managing Director within the overall limits prescribed under the Companies Act, 2013.
The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO & Managing Director comprises only of fixed component. The fixed component comprises salary, allowances and perquisites.
Remuneration Policy for the Senior Management Employees
In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the Committee shall ensure the relationship of remuneration and performance benchmark is clear.
The Managing Director will carry out the individual performance review based on the criticality of roles played and responsibility shouldered, overall experience and personal traits, annual increments are determined based on individual performance
Director with pecuniary relationship or business transaction with the company.
The Managing Director receive Salary, perquisite and allowances however the Company currently does not pay any compensation and sitting fees to Non Executive Directors.
Non Executive Directors
The Company currently does not pay any compensation and sitting fees to Non Executive Directors. The Company currently has no stock option plans for any of its Directors and hence it does not form part of the remuneration package payable to the Managing Director. During the year under review, none of the Directors was paid any performance linked incentive. The Company has not issued any Stock Options to any of the Directors.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee consists of Mrs. Navrati Gupta, Non Executive Director as a Chairperson and Mr. Sandeep Kumar Mangal as a Member. Ms. Hema Bose is the Compliance Officer of the Company.
The Committee meets periodically to deal with share-related matters like transfers, transmission etc., and monitor redressal of complaints from the shareholders. During the year under review company has not received any complaint. There were no shares pending for transfer from the shareholders as at March 31, 2015.
The brief terms of reference of Stakeholders Relationship Committee are as under:
1. To oversee the share transfer process
2. To monitor the redressal of stakeholders' grievances
3. To consider and approve issue of share certificates on requests for duplicate certificates, consolidation of folios etc.
4. To do all such acts, deeds, matters and things as may be necessary or expedient for performing any of the above acts.
7. RISK MANAGEMENT COMMITTEE
In accordance with the provisions of clause 49 of the Listing Agreement the Board of Directors of the company has formed a Risk Management Committee consists of Mr. Anurag Gupta, Managing Director as a Chairman, Mr. Sandeep Kumar Mangal and Mr. Satish Gupta as a Member.
Role and responsibilities of Risk Management Committee includes the following:
• Framing of Risk Management Plan and Policy
• Monitoring of Risk Management Plan and Policy
• Validating the process of risk management
• Validating the procedure for Risk Minimisation
• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes
• Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed
One meeting of the Committee was held during the year which was attended by all the members.
8. SUBSIDIARY COMPANIES
The Company does not have any non listed Indian Subsidiary company in terms of Clause 49 (V) of the Listing Agreement
Disclosures on materially significant related party transactions
During the F.Y. 2014-15, the Company had no material significant related party transactions with its promoters, the directors, or the Management, their subsidiaries or relatives etc having potential conflict with the interest of the company at large. The transaction with the related parties is disclosed in the Notes to the Financial Statements in the Annual Report. All transactions were carried out on an arms-length basis and were not prejudicial to the interest of the company.
There were no pecuniary relationship and transactions of any non executive director with the company. Accounting treatment in preparation of financial statements
The Company has followed the Accounting standards notified by The Companies (Accounting Standards) Rules, 2006, as amended from time to time, read with Companies (Accounts) Rules, 2014 in preparation of its financial statements.
Details of Non compliance(s) by the Company
The Company has complied with the requirements of the Stock Exchange/SEBI and/or Statutory Authority on all matters related to capital markets during last three years. There are no penalties or strictures imposed on the company by the Stock Exchanges or SEBI or any authorities relating to the above.
The Company has complied with the mandatory requirements in terms of the Corporate Governance guidelines. However, the company has not yet adopted the non-mandatory requirements.
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Anurag Gupta, Director of the Company retires by rotation at the ensuing Annual General Meeting. Mr. Gupta being eligible has offered himself for re-appointment.
Mr. Anurag Gupta is a Fellow Chartered Accountant with 26 years' post qualification experience. He has significant experience with early stage companies in business planning and strategy, financial planning & portfolio management, Equity research & investment analysis, Loan syndication etc. He has excellent relations with corporate houses, stock brokers, finance companies, and business community. Mr. Gupta is a Director in the following companies.
i. Yash Nanotech Ltd.
ii. Yash Telefilms Ltd.
iii. Saujanya Trading Pvt.Ltd.
11. CEO/ CFO CERTIFICATION
The Managing Director and Chief Financial Officer of the Company has issued a Certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statements and these statements represents a true and fair view of the Company's affair.
12. CODE OF CONDUCT:-
The Company has laid down a code of conduct for all the directors and senior management of the company. All the Directors and senior management personnel have affirmed compliance with the code for 2014-15. A declaration signed by the managing director of the company forms part of the report.
13. REVIEW OF LEGAL COMPLIANCE REPORTS:-
During the year, the Board periodically reviewed compliance report with respect to the various laws applicable to the company, as prepared and placed before it by the management.
14. MEANS OF COMMUNICATIONS
The Company has promptly reported all material information including Quarterly Results and press releases to the Stock Exchanges where the Company's securities are listed. The quarterly results were communicated to the shareholders by way of advertisement in a national daily and in a vernacular language newspaper.
15. GENERAL SHAREHOLDER INFORMATION:
Annual General Meeting
Date and Time : 30th September 2015 at 5.00 p.m.
Venue : Kailash Parbat, 7A/8A, A Wing, Crystal Plaza, New Link Road, Andheri- (W), Mumbai - 400 053
Financial year: 1st April to 31st March
For the year ended 31st March 2015, results were announced on:
5th August 2014 : First Quarter
10th November 2014 : Second Quarter
29th January 2015 : Third Quarter
18th May 2015 :Fourth Quarter & Annual Results
For the year ending 31st March 2016, results will be announced as per the tentative schedule below
2nd week of August 2015 : First Quarter
2nd week of November 2015 : Second Quarter
2nd week of February 2016 : Third Quarter
4th week of May 2016 : Fourth Quarter & Annual Accounts
The dates of book closure are from Thursday 24t September 2015 to Wednesday 30t September 2015.
The company has not declared any dividend for the year ended 31st March 2015.
Listing on Stock Exchange:
The Company's shares are listed on The Bombay Stock Exchange Limited (BSE)
The company has paid the listing fees for the financial year 2015-16 to the Stock Exchange on which Company's shares are listed. The Company has also paid custodial fees for the year 2015-16 to Central Depository Services (India) Limited. The Company has paid one time custody fees to National Securities Depository Limited under onetime payment scheme.
The International Security Identification Number (ISIN) allocated to the Company by NSDL and CDSL is INE 216B01012.
The Stock Exchange Code assigned to your company's shares at BSE is 511601
Registrars and Transfer Agents:
Sharex Dynamic (India) Pvt. Ltd. is the Registrar and Transfer Agent of the Company.
Shareholders, beneficial owners and depository participants (DPs) are requested to send / deliver the documents/Correspondence relating to the Company's share transfer activity etc. to Sharex Dynamic (India) Pvt. Ltd. Registrar and Transfer Agent of the Company at the following addresses:
Sharex Dynamic (India) Pvt. Ltd. Unit: Yash Management & Satellite Ltd. Unit No. 1, Luthra Industrial premises, 1st floor, 44-E, M Vasanti Marg, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai- 400 072. Tel. No. 22641376/ 22702485 Fax: 22641349 Email: email@example.com
For the benefit of shareholders, documents will continue to be accepted at the following registered office of the Company:
Yash Management & Satellite Ltd. Office no. 303, Morya Landmark -I, Opp Infiniti Mall, New Link Road, Andheri (West), Mumbai- 400 053 Tel No. : 67425443 Fax: 67425440 Email ID for investors Grievances: firstname.lastname@example.org
Share Transfer System:
The Company's shares are under compulsory dematerialized list hence the shares traded on the stock exchange are transferable through depository system. Shares in physical form are processed for transfer by the share transfer agent viz. Sharex Dynamic (India) Pvt Ltd. and are approved by the share transfer committee. The share transfers are processed within a period of 15 days from the date of its receipt.
Outstanding GDR's /ADRs /Warrants/ Convertible Instruments and their impact on Equity The Company has not issued any GDR's /ADRs / Convertible Instruments.