approach

Corporate Governance

Board of Directors

A) Composition and category of the Board:

The Board of Directors comprises professionals drawn from diverse fields, who bring with them a wide range of skills, expertise and experience. The Non-Executive including the Independent Directors bring external and wider perception and independence in the decision making.

As on March 31, 2017, the strength of the Board was four directors, of which two were Independent Directors. The Board is structured to maintain optimum combination of Independent and Non-Independent, as well as Executive and Non-Executive Directors in compliance with the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requiremnets), 2015. The Chairman of the Board, being Promoter of the Company, is an Executive Director. There are no Institutional / Nominee Directors on the Board of the Company.

Composition of the Board and category of Directors are as follows:

Name of the Director Category
Mr. Vikram A. Doshi, Chairman & Managing Director Executive Director (Promoter)
Mrs. Leena V. Doshi Non - Executive Director (Promoter)
Mr. Piyush A. Vora Independent               Director
Mr. Dilip Mehta Independent Director

B) Compensation and disclosures of Non-Executive Directors:

The Company pays sitting fees to all its Non-Executive Directors for attending meetings of the Board, Audit Committee and other Committee of the Company, except to Mr. Vikram A. Doshi, Chairman & Managing Director.
None of the Independent Directors are holding any equity shares in the Company.

C) Other provisions related to Board and Committees

  • Board Meetings held: The Board normally meets once in a quarter and additionally as and when required. During the year 2016-17, the Board met on five occasions, i.e. on May 30, 2016; August 12, 2016; Septmber 17,2016 ; November 11, 2016 and February 10, 2017. The maximum gap between the two meetings was not more than one hundred and twenty days as prescribed under Companies Act, 2013.
  • Chairmanship / Membership: All the Directors have confirmed to the Company that none of them is a member of more than ten committees, or is chairman of more than five committees across all companies in which they are acting as Directors. For the purpose of reckoning the said limit, chairmanships / memberships of the Audit Committee and the Stakeholders Committee alone are considered.
  • Periodical review of Compliance Reports: Reports on compliance with all statutory laws applicable to the Company have been periodically placed before the Board for review. 

Attendance of Directors at Board Meetings, Audit Committee Meetings, last Annual General Meeting (AGM) and number of other directorships and chairmanships / memberships of Committees of each Director in various companies:

 

 
Particulars of other Directorships, 
Committee Chairmanships / Memberships
Attendance
Name of Director
Directorships
Committee Memberships
Committee Chairmanships
Board Meeting
Audit Committee
Stakeholder Meeting
Last AGM
Mr. Vikram A. Doshi
18
1
-
5
4
-
Yes
Mrs. Leena V. Doshi
14
-
-
5
NA
NA
Yes
Mr. Piyush Vora
7
2
-
4
4
 
Yes
Mr. Dilip A. Mehta
11
2
2
4
4
 
Yes
 
 
Only stakeholder and audit Committee considered Only
Only stakeholder and audit Committee considered Only

 

 

 

 

RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, at every Annual General Meeting of the Company, one-third of the Directors are liable to retire by rotation. Mrs. Leena Doshi, Director of the Company, retire by rotation at the forthcoming 21st Annual General Meeting of the Company and being eligible; have offered herself for re-appointment at the ensuing Annual General Meeting.

As required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , brief portrayal of the Director, along with the list of other companies in which they hold directorships and memberships of the Committees of the Board are furnished hereunder:

Particulars
Mrs. Leena Doshi
Directorships held in other public companies (excluding foreign companies and Section 8 companies)
1. Kimaya Shoppe Limited                              
2. Atco Water Technologies Limited
3. Kimaya Wellness Limited                                 4. Geo Thermal Water Limited                               5.  Varuna Drinking Water Solutions Limited
Directorships held in private companies
1. DoshiEnterprises Private Limited                     2.  Covet Securities& Leasing Private Limited     
3. Anew Electronic Industries Private Limited  
4. Print Superb Printers Private Limited

Board Of Committee

Audit Committee

The composition, quorum, powers, role, and scope of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013, and the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requiremnets), Regulations,2015. The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors.The Audit Committee inter-alia keeps checks on the adequacy of internal control systems, financial disclosures,statutory compliances, risk management systems and  also conducts a performance review of the auditors.

Composition: The Audit Committee comprises three directors, of which two are independent directors. All the directors are financially literate. Mr. Piyush Vora was appointed as Member of Audit Committe in place of Mr. Nitin Datanwala who resigned on 22nd May, 2015. He is a Qualified Chartered Accountant and has experience in the field of financial management, Corporate Affairs, secretarial functions and corporate restructuring. 

The Members of the Audit Committee as on 30/06/2017 are as follows:

Name of Committee Member Designation in Committee Category
Mr. Dilip A. Mehta Chairman Independent
Mr. Piyush Vora Member Independent
Mr. Vikram A. Doshi Member Executive

Meetings: During the financial year 2016-17, the Audit Committee met four times on May 30 2016, August 12, 2016; November 11, 2016 and February 10, 2017. The committee has met regularly and a time period of four months hasn't elapsed between two consecutive meetings.The requisite quorum was present at all the Committee meetings held during the year.Mr.Dilip Mehta is the Chairman of the Audit Committee

Committee Members No. of Meetings
Held Attended
Mr. Dilip Mehta  4 4
Mr. Vikram Doshi 4 4
 Mr. Piyush Vora  4 4

Terms of Reference

The terms of reference of the Audit Committee are wide enough to cover all the functions set out by the Listing Agreement and the Companies Act, 2013:

i. 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.
ii. Recommending to the Board, the appointment, re-appointment, and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees along with his performance review. 
iii. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
iv. Reviewing, with the management, the annual and quarterly financial statements before submission to the Board for approval, with particular reference to: Matters required to be included in the Director's Responsibility Statement as per Section 134 of Companies Act 2013; Changes, if any, in accounting policies and practices and reasons for the same; Major accounting entries involving estimates based on the exercise of judgment by the management; Significant adjustments made in the financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; Qualifications in the draft audit report.
vi. 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.
vii. Reviewing the risk management systems in place and ensuring that they are commensurate with the size of the business.
viii. Reviewing the adequacy of the 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.
ix. Discussion with Internal Auditors, any significant findings and follow up thereon.
x. 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.
xi. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate.
xii. Carrying out any other function as is mentioned in the scope set out for the Audit Committee in the Companies Act, 2013 and the Listing Agreement.

Nomination & Remuneration Commitee :

Composition: The Composition of the committee comprises of the following Directors of with the Chairman being Mr. Dilip Mehta who is a non-executive and independent director. This committee has met once in the year 2016-2017 on the following dates, i.e., March  8, 2017

The members of the Nomination and remuneration committee include Mr. Piyush Vora who is a non-executive and independent director. 
 All the above directors were present in the meeting.

Terms of Reference

They are as follows:
i) Identification of persons qualified to act as directors and/or be a part of the senior management
ii) Carry out evaluation of each director's performance
iii) Formulate the criteria for director's qualifications, positive attributes and independence criteria
iv)Recommend a remuneration policy to the Board for directors and senior management

STAKEHOLDER COMMITTEE ( PREV. KNOWN AS SHARE TRANSFER & INVESTOR GRIEVANCE COMMITTEE)

Composition: The Stakeholder Committee comprises of the following members:

 

Name of Committee Member Designation in Committee Category
Mr. Dilip Mehta Chairman Independent
Mr. Piyush Vora Member Independent
     

Terms of Reference: The terms of reference, inter alia, are as follows:

i) To approve or deal with applications for transfer, transmission, transposition and mutation of shares and certificates including duplicate, split, sub-division or consolidation of certificates and to deal with all related matters.
ii) To approve or deal with all the matters related to de-materialization or re-materialization of shares, change in the beneficial holders of de-mat shares and granting of necessary approvals wherever required.
ii) To look into and redress Members' / investors' grievances relating to

  • Transfer of shares
  • Non-receipt of declared dividends
  • Non-receipt of annual reports
  • All such complaints/grievances directly concerning the Members / investors as stakeholders of the Company; and
  • Any such matters that may be considered necessary in relation to Members and investors of the Company.

 Meetings: The Stakeholders Committee met four times in the year and resolved all share transfer and other grievances.

Investor Grievance Redressal: The Company addresses all complaints, suggestions and grievances expeditiously and replies have been sent / issued within 7-10 days except in case of dispute over facts or other impediments. No investor grievances remained unattended / pending for more than 30 days as on March 31, 2017.

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