CORPORATE GOVERNANCE REPORT
PHILOSOPHY ON CODE OF GOVERNANCE:
Corporate Governance is concerned with creation of long term value of shareholders while also balancing interest of other stakeholders viz. Employees, Creditors, Government and the Society at large. Corporate Governance is crucial as it builds confidence and trust, which eventually leads to a more stable and sustained resources, flows and long term partnership with its investors and other stakeholders.
The Corporate Governance framework will encourage efficient use of resources and ensuring accountability for these resources. Its importance lays in the contribution to the overall growth and direction of the business, management accountability and transparency and above all, equitable treatment for its stakeholders.
In sum, Corporate Governance reinforces the concept of "Your Company" and emphasis that the Chairman and Board of Directors are fiduciaries and trustees, engaged in pushing the business forward and maximizing value for the shareholders.
Your Company believes in adopting practices and protecting rights and interest of stakeholders. We further believe that the shareholders have the right to know complete information on the Board of Directors and the management, their interest in the organization as well as governance practice to be followed by them.
The Reporting on Corporate Governance is divided into five parts:
Board of Directors
Remuneration of Directors
Committees of the Board
I. BOARD OF DIRECTORS:
As required by the Companies Act, 1956 & Clause 49 of the listing Agreement, none of the directors hold directorship in more than 15 Public Companies, membership of Board Committees (Audit/Remuneration/Investor Grievance Committees) in excess of 10 and Chairmanship of board committees as aforesaid in excess of 5.
The Board of Directors responsibilities include review of:
• Strategy and Business Plans
• Annual Operating and Capital Expenditure Budgets
• Investments and Exposure Limits
• Business Risk analysis and Control
• Senior Executive Appointment
• Compliance with Statutory/ Regulatory Requirements and review of major legal issues.
• Adoption of Quarterly Results/Annual Results
• Transactions pertaining to purchase, disposal of property, major provisions and write - offs.
C. Board Meetings
The meetings of the Board of Directors are Scheduled well in Advance and the Folder containing the Agenda for the meeting with detailed review of all aspects of the Company business, including performance of the Company, employee relations, details of investment, Capital Expenditure, etc. is circulated to all the Directors. It also highlights important matters discussed at the Audit Committee, Shareholders Grievance Committee and at the Sub- Committee of Directors. 6 Board Meetings were held during the period 31st March, 2015 i.e. on 29/05/2014, 29/07/2014, 19/08/2014, 20/09/2014, 30/10/2014, and 29/01/2015.
COMMITTEES OF THE BOARD
A. Audit Committee
The Audit Committee of the Board of Directors was formed by the Board on 30th January, 2002 and the Committee comprises of Three members. The functions of the Committee are as specified in Clause 49 of the Listing Agreement entered with Stock Exchanges in which the Company's Shares are listed. There were 4 meetings held during the period under review i.e 29/05/2014, 29/07/2014, 30/10/2014, 29/01/2015.
B. Remuneration Committee
The Remuneration Committee was formed on 28th May,2013 by Board of Directors and it comprises of 3 members.
C. SHARE TRANSFER & SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE
(1) The Share Transfer Committee was constituted on 30th January 2002. The Committee meets on a regular basis to approve transfer of shares, transmission of shares, splitting, consolidation, dematerialization and rematerialisation of shares. The shares in physical form sent for transfer in physical form are processed and registered by the Company within 30 days of receipt of Documents, if found in order & specially look into the redress of shareholder and investors complaints like transfer of shares, non-receipt of dividends, non-receipt of Annual Reports etc.
(2) Total 6 meetings of Shareholders/Investors Grievance Committee were held during the year 2014-2015 on the following dates 18-07-2014, 10-09-2014, 29-10-2014, 14-11-2014, 26-12-2014, AND 16-01-2015.
(4) Mr. Devang Jhaveri, Whole-Time Director is the Compliance Officer.
(5) All the complaints received during the year were resolved to the satisfaction of the shareholders.
IV. SHAREHOLDER INFORMATION
1. ANNUAL GENERAL MEETING :-
Date and Time :26th September, 2015at 10.30 am
Venue: :GARWARE CLUB HOUSE, BANQUET HALL NO. 4, 2ND FLOOR, 'D' ROAD, CHURCHGATE (W), MUMBAI 400 020.
Book Closure Dates
19th September,2015 to 26th September,2015
Dividend Payment Date
20th October, 2015
1. Registered Office
910, PAREKH MARKET, 39 J.S.S. ROAD, OPERA HOUSE, MUMBAI - 400004.
1. NATIONAL STOCK EXCHANGE OF INDIA,
2. THE STOCK EXCHANGE,MUMBAI (CODE NO.512587)
2. Equity Shares Listed
7. Registrar & Transfer Agent :
Link Intime India Private Limited,
(Formerly Known as Intime Spectrum Registry Limited) C-13, Pannalal Silk Mills Compound, 1st Floor, L.B.S.Marg, Bhandup (West), Mumbai 400 078.
All the Share Transfer Deeds are processed quickly and share certificates are posted within 15 to 20 days from the date of receipt on an average. Incomplete Share Transfer Deeds are returned to transferee with a request to return after rectifying the deficiencies pointed out.
With effect from 31/08/2000 the Company's Equity Sharers are admitted in Dematerialized Form through CDSL & NSDL respectively. The Link Intime India Private Limited has provided to the Company necessary connectivity for the purpose.
10. Financial Release Dates for 2015-2016 (Tentative and subject to change)
Quarter Release Date
1st Quarter ending 30th June, 2015 End of July, 2015
2nd Quarter ending 30th September, 2015 End of October, 2015
3rd Quarter ending 31st December,2015 End of January, 2016
4th Quarter ending 31st March, 2016 End of May, 2016
V. 1. OTHER DISCLOSURES:
2. MEANS OF COMMUNICATION:
a. Company is publishing results in National & Regional Newspapers.
b. Management Discussion & Analysis is part of Annual Report .
c. Company has paid the Annual Listing Fess to N.S.E and B.S.E.
3. OTHER DISCLOSURE:
a. There were no materially significant related party transactions with the promoters, Directors etc that may have potentially conflict with the interests of the Company at large.
b. There were no non-compliance by the Company, penalties, structures imposed on the Company by Stock Exchange or SEBI or any statutory Authority, on any matter relating to the Capital Markets during the last three years.
c. There were no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company.
d. A list transactions with related parties as per Accounting Standard (AS)- 16 (15) to the Audited Accounts.