Your Directors have pleasure in presenting herewith the 21st Annual Reporton the business of your Company together with the Audited Accounts for the financial yearended 31st March 2015.
During the year under review the Company could not take-up any of its activities due toeconomic recession particularly in the construction industry. As far as the expenditure isconcerned we have spent only the minimum amount required for safeguarding theinterest/assets of the Company.
In the absence of profits the directors of your Company do not recommend any dividendfor the Financial Year 2014-15.
TRANSFER TO RESERVES:
Your Company has not transferred any amount to the general reserve.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Parvathreddy Sivamohan Reddy and Chandaluru Bapanaiahceased to the Directors of the Company w.e.f 31st March 2015 and Mrs. NidhiDarshan Shah has been co-opted as Additional Director w.e.f. 31st March 2015.Notice in writing under Section 160 of the Companies Act 2013 proposing her candidaturefor the office of Director of the Company has been received to appoint her as a Directorof the Company whose period of office shall be determinable by retirement of Director byrotation.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
The Statutory Auditors of the Company M/s. P. Murali & Associates CharteredAccountants retire at the conclusion of the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment. The Audit Committee and the Board recommendthe re-appointment of M/s P. Murali & Associates Chartered Accountants as StatutoryAuditors of your Company.
In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS
As required under the provisions of Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors has been done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all the directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard. The Board approved the evaluation results as collated by the nomination andremuneration committee.
None of the independent directors are due for re-appointment
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
The Board of Directors of the Company have adopted various policies like Related PartyTransactions policy Whistle Blower Policy such other procedures for ensuring the orderlyand efficient conduct of its business for safeguarding its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.
NOMINATION AND REMUENRATION POLICY
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 Schedule IV of theCompanies Act and Clause 49 of the Listing Agreement and to recommend a policy of theCompany on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters and toframe proper systems for identification appointment of Directors & KMPs Payment ofRemuneration to them and Evaluation of their performance and to recommend the same to theBoard from time to time. Nomination and Remuneration Policy of the Company is enclosedherewith as
Annexure - 2.
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors' confirm that:
i. In preparation of annual accounts for the financial year ended 31stMarch 2015 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2015 and of the profit and loss of the Company for the year;
iii. The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The Directors had prepared the annual accounts on a 'going concern' basis;
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure -1 CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the criteria laid down in the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to your Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO
As your Company has not carried any operations during the financial year review noInformation as required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is not being provided.
During the year under review Six Board Meetings were held. For further details pleaserefer report on Corporate Governance Report enclosed herewith.
Committees of Board
Your company has the following committees namely:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The constitution of all the committees is as per the Companies Act 2013 and ListingAgreement with Stock Exchanges. The details of the Constitution are mentioned in CorporateGovernance Report which forms part of this Annual Report.
Corporate Governance Report
Your Company has complied with the requirements of Clause 49 of the Listing Agreemententered with the Stock Exchanges; Report on Corporate Governance including Auditor'sCertificate on compliance with the code of Corporate Governance specified under the saidClause forms part of this report.
Management Discussion and Analysis
A brief note on the Management discussion and analysis for the year is annexed as partof this report Vigil Mechanism:
In pursuant to the provisions of section 117(9)( & (10) of the Companies Act 2013and Clause 49 of the Listing Agreement a Vigil Mechanism for directors and employees toreport genuine concerns has been established. Protected disclosures can be made by awhistle blower through to the Chairman of the Audit Committee. The Policy on vigilmechanism and whistle blower policy may be accessed on the Company's website
Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:
As your Company has not carried out any operations during the financial year reviewyour Company has not employed any permanent employees on its rolls and managerialremuneration was not paid to the Director(s) hence no information is being provided asrequired under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014
PARTICULARS OF EMPLOYEES
As required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 NO employee of your Company is in receipt ofremuneration of Rs. 60 lakh or more or employed for part of the year and in receipt ofRs. 5 lakh or more a month during the financial year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of the Loans guarantees and investments if any covered under Section 186 ofthe Companies Act 2013 are given in the notes to the financial statements pertaining tothe year under review.
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
RELATED PARTY TRANSACTIONS:
Your Company does not have any related party transactions during the financial yearreview.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has not employed any women employee during the financial year under reviewfurther your Company has zero tolerance for sexual harassment at workplace and ifnecessary would adopt a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. Neither the Managing Director nor the Whole-time Director of the Company receive anyremuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
5. No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial year and date of report.
Your Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement.
|Date: 14.08.2015 Place: Nellore ||For and on behalf of the board |
| ||Director |
NOMINATION AND REMUNERATION POLICY
A transparent fair and reasonable process for determining the appropriate remunerationat all levels of Smilax Limited (the Company) is required to ensure that shareholdersremain informed and confident in the management of the Company. To harmonize theaspirations of human resources consistent with the goals of the Company and in terms ofthe provisions of the Companies Act 2013 and the rules made there under and the ListingAgreement as amended from time to time this policy on nomination and remuneration ofDirectors (including non-executive directors) on the Board of Directors the KeyManagerial Personnel (KMP) and Senior Management has been formulated by the Committee andapproved by the Board of Directors. This Policy shall act as a guideline for determininginter-alia qualifications positive attributes and independence of a director mattersrelating to the remuneration appointment removal and evaluation of performance of theDirectors (including non-executive directors) Key Managerial Personnel and SeniorManagement Personnel.
2. OBJECTIVE OF THE POLICY
(a) The objective of this Policy is to outline a framework to ensure that the Company'sremuneration levels are aligned with
industry practices and are sufficient to attract and retain competent director(s) onthe Board KMP(s) and the Senior
Management Personnel of the quality required Smilax allowing fair rewards for theachievement of key deliverables and
enhanced performance. The key objectives of this Policy include:
(I) guiding the Board in relation to appointment and removal of Director(s) KeyManagerial Personnel and Senior Management;
(ii) evaluating the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.
(iii) recommending to the Board the remuneration payable to the Director(s) and settingforth a policy for determining remuneration payable to KMP and Senior ManagementPersonnel.
(b) While determining the remuneration for the Director(s) (including non-executivedirectors) and KMPs and Senior Management Personnel regard should be had to prevailingmarket conditions business performance and practices in comparable companies also tofinancial and commercial health of the Company as well as prevailing laws andgovernment/other guidelines to ensure that pay structures are appropriately aligned andthe levels of remuneration remain appropriate.
(c) While designing the remuneration package it should be ensured:
(i) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate the person to ensure the quality required to run the Companysuccessfully;
(ii) there is a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.
(d) Some part of the remuneration package may be linked to the achievement of corporateperformance targets of the Company and a strong alignment of interest with stakeholders.
(e) The Committee may consult with the chairman of the Board as it deems appropriate.
The Committee shall observe the set of principles and objectives as envisaged under theCompanies Act 2013 ("Act") (including Section 178 thereof) rules framed thereunder and clause 49 of the Listing Agreement including inter-alia principles pertainingto determining qualifications positives attributes integrity and independence.
(f) In this context the following policy has been formulated by the Nomination andRemuneration Committee and adopted by the Board of Directors through circulation on 08thDecember 2014.
3. EFFECTIVE DATE
This policy shall be effective from the date of its adoption by the Board.
(a) In this Policy unless the context otherwise requires:
(I) 'Board of Directors' or 'Board' in relation to the Company means thecollective bodyof the directors of the Company.
(ii) 'Committee' means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.
(iii) 'Company' means "SMILAX INDUSTRIES LIMITED".
(iv) 'Independent Director' means a director referred to in Section 149(6) ofthe Companies Act 2013 read with clause 49 of the Listing Agreement.
(v) 'Key Managerial Personnel' (KMP) shall have the meaning ascribed to it inthe Act and the Rules made thereunder.
(vi) 'Non-Executive Directors' includes Independent Directors.
(vii) 'Policy' means Nomination and Remuneration policy.
(viii) 'Senior Management Personnel' for this purpose shall mean personnel ofthe Company who are members of its core management team excluding Board of Directors. Itwould comprise all members of management one level below the executive director(s)including the functional heads.
(b)Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 and/ Listing Agreement as may beamended from time to time shall have the meaning respectively assigned to them therein.
This Policy is applicable to:
(i) Directors including Non- Executive Directors
(ii) Key Managerial Personnel
(iii) Senior Management Personnel
(a) The Committee shall consist of such number of directors as is required underapplicable laws.
(b) Membership of the Committee shall be disclosed in the Annual Report and on thewebsite of the Company.
(c) Term of the Committee shall be continuous unless terminated by the Board ofDirectors.
(a) Chairman of the Committee shall be an Independent Director.
(b) Chairperson of the Company (whether executive or non executive) may be appointed asa member of the Committee but shall not be the Chairman of the Committee.
(c) Chairman of the Nomination and Remuneration Committee meeting shall be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.
8. FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such intervals as may be required.
9. COMMITTEE MEMBERS' INTERESTS
(a) A member of the Committee is not entitled to be present when his or her ownremuneration is discusse at a meeting or when his or her performance is being evaluated.
(b) The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.
The Company Secretary of the Company shall act as Secretary of the Committee.
The quorum necessary for transacting business at a meeting of the Committee shall betwo members or one-third of the members of the Nomination and Remuneration Committee;whichever is greater.
(a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of members present. Any such decision shall for all purposes be deemed adecision of the Committee.
(b) In the case of equality of votes the Chairman of the meeting will have a castingvote.
13. RESPONSIBILITY OF THE COMMITTEE
(a) The Committee is responsible for:
(i) formulating criteria for determining qualifications positive attributes andindependence of a Director for the purpose of this Policy;
(ii) advising the Board on issues concerning principles for remuneration and otherterms of employment including remuneration for the Directors (including Non-ExecutiveDirectors) KMPs and the Senior Management;
(iii) monitoring and evaluating programs for variable remuneration both on-going andthose that have ended during the year for the Directors (including Non-ExecutiveDirectors) KMPs and the Senior Management;
(iv) monitoring and evaluating the application of this Policy;
(v) monitoring and evaluating current remuneration structures and levels in theCompany; and
(vi) any other responsibility as determined by the Board.
14. APPOINTMENT OF DIRECTORS KMP OR SENIOR MANAGEMENT PERSONNEL
(a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as a Director KMP and/or Senior ManagementPersonnel.
(b) A person should possess adequate qualifications expertise and experience for theposition he/ she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.
(c) Appointment of Directors KMPs and Senior Management Personnel is subject tocompliance of provisions of the Companies Act 2013 and compliance of clause 49 of theListing Agreement.
(d) The appointment of a Director or a KMP as recommended by the Nomination andRemuneration Committee further requires the approval of the Board.
(a) Remuneration to Executive Directors Directors other than Executive Director:
(i) The remuneration/ compensation/ commission etc. to Directors will be determined bythe Committee and recommended to the Board for approval. The remuneration/ compensation/commission etc. shall be subject to the prior/post approval of the shareholders of theCompany and Central Government wherever required.
(ii) The remuneration and commission to be paid to Directors shall be as per thestatutory provisions of the Companies Act 2013 and the rules made there under for thetime being in force.
(iii) Increments to the existing remuneration/ compensation structure of Directorsshall be recommended by the Committee to the Board which should be within the slabsapproved by the Shareholders in the case of Directors.
(iv) Where any insurance is taken by the Company on behalf of its Directors forindemnifying them against any liability the premium paid on such insurance shall not betreated as part of the remuneration payable to any such personnel. Provided that if suchperson is proved to be guilty the premium paid on such insurance shall be treated as partof the remuneration.
(v) Remuneration to Executive Director
Executive Director(s) shall be eligible for a monthly remuneration as may beapproved by the Board on the recommendation of the Committee in accordance with thestatutory provisions of the Companies Act 2013 and the rules made thereunder for thetime being in force.
The break-up of the pay scale and quantum of perquisites including employer'contribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.
The Executive Director(s) may be paid performance linked commission within the overalllimits as approved by the shareholders.
Remuneration to Directors other than Executive Director:
The Non- Executive / Independent Director may receive remuneration by way offees for attending meetings of Board or Committee thereof.
provided that the amount of such fees shall not exceed the maximum amount as providedin the Companies Act 2013 per meeting of the Board or Committee or such amount as may beprescribed by the Central Government from time to time.
(b) Remuneration to KMP and Senior Management Personnel
(i) The remuneration payable to KMP and Senior Management Personnel including theirincrements will be determined by the Managing Director and recommend to the Nomination andRemuneration Committee for approval.
(ii) There any insurance is taken by the Company on behalf of its KMP and SeniorManagement Personnel for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.
(I) Fixed pay
KMP and Senior Management shall be eligible for a monthly remuneration as may beapproved by the Committee in accordance with the statutory provisions of the CompaniesAct 2013 and the rules made there under for the time being in force.
The break-up of the pay scale and quantum of perquisites including employer'contribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Committee.
(ii) Variable components:
Based on the performance KMP and Senior Management Personnel will be paid incentives.
16. POLICY ON BOARD DIVERSITY
(a) The Board of Directors shall have the optimum combination of Directors from thedifferent areas/ fields like[production management quality assurance finance sales andmarketing research and development Human Resources etc] or as may be consideredappopriate.
(b) The Board shall have at least one Board member who has accounting or relatedfinancial management expertise.
The Committee may recommend to the Board with reasons recorded in writing removal ofa Director(s) KMP(s) and Senior Management subject to the provisions and compliance ofthe applicable Act rules and regulations if any.
18. DISCLOSURE OF INFORMATION
This Policy shall be disclosed in the Board' report.
19. DEVIATION FROM THE POLICY
The Board may in individual or collective case deviate from this Policy in itsabsolute discretion if there are particular reasons to do so. In the event of anydeparture from the Policy the Board shall record the reasons for such departure in theBoad' minutes.
20. AMENDMENTS TO THE POLICY
The Board of Directors on its own and / or as per the recommendations of Nomination andRemuneration Committee can amend this Policy as and when deemed fit.
in case of any amendment(s) clarification(s) circular(s) etc. issued by the relevantauthorities not being consistent with the provisions laid down under this Policy thensuch amendment(s) clarification(s) circular(s) etc. shall prevail upon the provsionshereunder and this Policy shall stand amended accordingly from the effective date as laiddown under such amendment(s) clarification(s) circular(s) etc.