CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listion Corporate Governance is give
1. Company's Philosophy on
The Company believes Governance is essential corporate goals and to enchain this pursuit, the Comp conducting business in accolegal and ethical standards,and services to its custom adhered to such policies responsibilities and achieve
2. Board of Directors
49 of the Listing Agreement), across all the Indian Public Companies, in which he/she is a Director. The necessary disclosure regarding the committee position has been made by the Directors.
ii. The names and categories of the Directors on the Board, their attendance at Board Meetings and last Annual General Meeting held during the year and number of directorships held by them in Indian Public Companies and Private Companies and Committee Chairmanship/ Membership held by them in Indian Public Companies are given herein below. For reckoning the maximum number of Chairmanships/ Memberships, only two committees viz. 'Audit Committee' and 'Stakeholders Relationship Committee' of the Board are considered.
Independent Directors industry in which the company operates, and business model of the company.
The company provides suitable training to Independent
Directors to familiarize with the company, their roles, • Mr. Abhishake Rungta is a Bachelor of Commerce rights, responsibilities in the company, nature of the and has been associated with various types of industries viz steel, finance, and information technology for about 20 years, is a Non Executive and Independent Director.
• Dr.S.R.Vengsarker has been associated with the textile Industry for the past over five decades, and the major part ofit has been spent in the Synthetic Fibre Industry. He is a Non Executive and Independent Director.
• Mr. Mukund Beriwala is B.A in Economics and has done advance course in Finance from the New York University, is a Non Executive and Independent Director.
• Mr. Amitabha Ghosh, is retired Governor of Reserve Bank of India having vast experience in banking field and has very wide experience in Finance, Banking and Management. He is Fellow member of the Indian Institute of Bankers and F.C.A, is a Non Executive and Independent Director.
3. Board Meeting(s) held During the year 2014-15
• Ms. Shraddha Mookim joined as Non Executive and Independent Director since 08th November, 2014 she has very vast experience in banking.
• Mr. A. K. Rungta (up to 24th February 2015), Mr. Sanjeev Rungta and Mr. Rajeev Rungta functioned as Non Executive Directors of the company during the year 2014-15 and are related to each other They are promoters of the Company. Except these, none of the Directors of the Company are inter-se-related to each other.
The Board of Directors is constituted with appropriate combination of Independent, Non-independent Directors, Woman Director and Non-executive Directors as per Clause 49 of the Listing Agreement with the Stock Exchange.
6. Audit Committee
The Company has an Audit Committee at the Board level, with the powers and roles in accordance with the requirements of the Listing Agreement and the Companies Act, 2013. The Committee acts as a link between the Auditors, Key Managerial Personnel and the Board of Directors. The existing Audit Committee has all the power as per Companies Act, 2013 and rules made there under as well as per Listing Agreement. The members of Audit Committee are as per para 5:
All the members of Audit Committee are financially literate and majority of them have accounting and financial management expertise. The Chairman of the Audit Committee, Mr. Mukund Beriwala, attended the 25th Annual General Meeting held on Wednesday, July 30, 2014. Details of the Audit Committee Meetings held during 2014-15 are as per table mentaion below.
The audit committee mandatorily reviews:-
• Management discussion and analysis of financial condition and results of operations.
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by the Management.
• Management letters / letters of internal control weaknesses issued by the statutory auditors.
• Internal audit reports relating to internal control weaknesses.
• The appointment, removal and terms of remuneration of the Internal Auditor and Statutory Auditors.
The terms of reference
The terms of reference of this Committee include matters specified in the Companies Act, 2013, Rulesmade there under, Listing Agreements. The Committee may investigate any activity within its terms of reference, seek information from any employee, secure attendance of outsiders with relevant expertise, or obtain legal or other professional advice from external sources, whenever required.
The terms of reference shall include;
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 including;
a) Matters required to be included in the 'Director's Responsibility Statement'.
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 statement.
f) Disclosure of any related party transactions and/or approval or any subsequent modification of transactions of the Company with related parties.
g) If any, Qualifications in the draft audit report.
h) Scrutiny of inter-corporate loans and investments;
i) Valuation of undertakings or assets of the Company, wherever it is necessary;
2) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company and approval of payment to statutory auditors for any other services rendered. The Committee monitors Auditor's Independence and performance and effectiveness of audit process.
3) Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;
4) 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
5) Evaluation of internal financial controls and risk management systems;
6) It Reviews, with the Management, performance of statutory and internal auditors, adequacy of the internal control systems, 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. They may discuss with internal auditors of any significant findings and follow up thereon;
7) Review 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;
8) Discussion 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;
9) 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;
10) To review the functioning of the Whistle Blower Mechanism;
11) To recommend appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) with the consent of NRC after assessing the qualifications, experience and background, etc. of the candidate;
12) Carrying out any other function as is included in the terms of reference of the Audit Committee.
7. Nomination and Remuneration Committee
Pursuant to provisions of Section 178 of the Companies Act, 2013 read with Listing Agreement, 'Nomination and Remuneration Committee' of the Board was constituted at the Board Meeting held on 30th July, 2014 consisting the members mentioned in Para no. 5 above and all the members were present in the meeting held on 8th November 2014. Mr. Mukund Beriwala Chairman of the committee attended the 25th AGM held on 30th July 2014.
The Committee acts as a link amongst the Management and the Board of Directors. Besides having access to all required information within the Company, the Committee may investigate any activity within its terms of reference, seek information from any employee, secure attendance of outsiders with relevant expertise, or obtain legal or other professional advice from external sources, whenever required.
The terms of reference
The terms of reference includes;
a) 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;
b) Formulation of criteria for evaluation of Independent Directors and the Board;
c) Devising a policy on Board diversity;
d) 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;
e) Evaluation of every Directors' performance;
f) Carrying out any other function as is included in the terms of reference of the Committee.
8. Stakeholder Relationship Committee (Earlier Investors/Shareholders Grievance Committee)
Pursuant to provisions of Section 178 of the Companies Act, 2013 read with Listing Agreement, Stakeholders Relationship Committee of the Board was constituted w.e.f 30th July, 2014 replacing the Investors/ Shareholders Grievance Committee. The Composition of Committee is as per Para no. 5 above
The Compliance Officer is Mr. C. Unnikrishnan, Secretarial Officer. There were 6 complaints received from the shareholders during the year and the same had been duly addressed.
All valid share transfers received during the year have been acted upon and there were no shares pending for transfer as on 31st March, 2015.
9. Corporate Social Responsibility Committee
The Company is fully aware of its social responsibility towards the society at large and within fair means contributes for the betterment of education for the poor either directly or through NGO's. It also contributes towards the charitable and welfare trusts. Pursuant to provisions of Section 135 of the Companies Act, 2013 read with Listing Agreement CSR Committee constituted w.e.f 08th November, 2014 with members as mentioned in Para no. 5 above and Projects are being identified and evaluated and amounts will be spent as per the need and cash flow availability of the Company.
11. Directors' Remuneration
All the directors of the company are Non Executive and only get sitting fees. The details of same are as per table given below:
During the year the Company did not advance any loans to any of the Directors. No stock options have been issued to any of the Directors. No relative of any of the Directors is employed by the Company to any place of profit.
Transactions of the Non-Executive Directors or their relatives with the Company during the financial year 2014 -15 are mentioned in notes forming part of financial statements.
b) Subsidiary Companies
The Company has no subsidiary Company.
c) During the last three years, there were no strictures or penalties imposed by either the Securities Exchange Board of India or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital market.
d) The Board has received disclosures from the Key Managerial Personnel relating to material, financial and commercial transactions, where they and/or their relatives have personal interest. There are no materially significant related party transactions of the Company, which have potential conflict with the interest of the Company at large; however, transactions with related parties as per requirements of Accounting Standard - 18 are disclosed under notes to accounts and all transactions with related party, as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year were in ordinary course of business & at arm's length basis and do not attract provisions of Section 188 of the Companies Act, 2013
14. General Shareholder Information
AGM – Date: 29th September, 2015 Tuesday 11.00. A.M
Venue : Hotel Atithi, 77, A/B Nehru Road, Ville Parle (E), Mumbai-400099.
Financial Calendar : April 2015 to March 2016
First Quarter results : Last week July, 2015
Second Quarter results : Last week October, 2015
Third Quarter results : Last week January, 2016
Results for year ending March 2016 : before end of May, 2016
Date of Book closure : 23rd September, 2015 to 29th September, 2015 (both days inclusive)
Dividend payment shall be paid within the time limit prescribed in the Companies Act, 2013/Companies Act,1956
Listing on Stock Exchange BSE Limited
Listing Fees for 2015-2016 has been paid to the Bombay Stock Exchange Limited
Stock Code : 514266
Demat ISIN No. for NSDL and CDSL : INE 106C01013
Corporate Identification Number (CIN) : L17120MH1989PLC054580
Dematerialization of shares and liquidity
1905374 (43.09%) shares of the paid-up capital have been dematerialized as on 31/3/2015. Out of the promoters' capital 6600 shares (0.15%) has been dematerialized.
Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion dates and likely impact on equity : Not issued
Tundav, Savli, Vadodara, Gujarat
Address for Shareholders correspondence
M/s. Zenith Fibres Limited, 2nd Floor, 205 Marol Bhavan, Marol Co-op. Indi. Estate Ltd., M.V. Road, J.B. Nagar Post, Andheri (E), Mumbai 400059 or
Shareholders holding shares in Electronic mode should address all their correspondence to their respective depository participant
Company's Share Transfer Agent
M/s.Universal Capital Securities Pvt. Ltd.
21, Shakil Niwas, Opp Sai Baba Temple,
Mahakali Caves Road, Andheri (E), Mumbai - 400093
15. Share Transfer system
Transfers of shares are processed by the Share Transfer Agent and approved by the Share Transfer Committee called as 'Stakeholder Relationship Committee', which meets at frequent intervals. Share transfers are registered and returned generally within 15 days from the date of receipt if the relevant documents are complete in all respects.
a) Disclosure of related party transactions
No transaction of material nature has been entered into by the Company with its Promoters, Directors or the management or relatives etc. that may have potential conflict with the interest of the Company.
b) Disclosure of Accounting Treatment in Preparing of Financial Statement
The Company follows the guidelines of Accounting Standards referred to in Section 133 of the Companies Act,2013 read with the Rule 7 of the Companies (Accounts) Rules, 2014 together with early adoption of Accounting Standard 30 'Financial instruments Recognitionand Measurement' and the consequential limited revisions to certain Accounting Standards issued by the ICAI.
c) Disclosure of non-compliance by the Company
There were no instances of non-compliance or penalty, strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to Capital Markets during the last three Years.
A. Certificate duly signed by Mr. S. S. Iyer, CEO and Mr. K. D. Sharma, CFO, certifying financial statements and the cash flow statement, as required under Clause 49 of the Listing Agreement, was placed before the Board and the same is annexed herewith.
B. NON-MANDATORY REQUIREMENTS
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement with the stock exchange and has implemented the following non mandatory requirements.
Shareholders rights: The Company's quarterly/half-yearly results are published in English and Marathi newspapers having wide circulation and hence the same is not being sent to the shareholders household.
Postal Ballot: No Resolution has been passed through postal ballot during the year.