CORPORATE
GOVERNANCE REPORT FOR THE YEAR 2006-07
WALCHAND PEOPLEFIRST LIMITED believes that transparent
accounting policies, appropriate disclosure norms, best-in–class Board
practices and consistently high standards of corporate conduct towards its
stakeholders are essential for sustained corporate growth.
In India, corporate
governance standards for listed companies are regulated by the Securities and
Exchange Board of India (SEBI) through Clause 49 of the listing agreement of
the Stock Exchanges. As a Company, which believes in implementing and adopting
best-in-class corporate governance policies, WALCHAND PEOPLEFIRST LIMITED has
adopted practices mandated in the revised Clause 49 and has established
procedures and systems to be fully compliant with it.
Corporate governance is about commitment to values and
ethical business conduct. The report on the Corporate Governance is to fulfill
this commitment. An organization is able to attract investors, and enhance the
trust and confidence of all stakeholders by following the best governance
practices.
Our governance philosophy is based on the following:-
1.
Provide an enabling environment to harmonise the goals of
maximizing stakeholder value and maintaining a customer centric focus.
2.
Have a simple and
transparent corporate structure driven solely by business needs.
3.
Communicate externally, in a truthful manner, about how the
company is running internally.
4.
Make clear distinction between personal conveniences and
corporate resources.
5.
Be transparent and maintain a high degree of disclosure
levels in all facets of its operations.
6.
Satisfy the spirit of the law and not just the letter of
the law.
The Company’s philosophy on Corporate Governance is thus concerned
with the ethics, values and morals of the Company and its Directors, who are
expected to act in the best interests
of the Company and remain accountable to shareholders and other beneficiaries
for their action.
Your Board of Directors presents the Corporate Governance
Report for the year 2006- 07.
2.
Board
of Directors
a. Size
and Composition of Board
The composition and category of Directors as on March 31,
2007 are as under:-
|
Name of Directors |
Category |
No. of Directorships in other Companies |
No. of
Membership/Chairmanship of other
Board Committees |
||
|
|
|
Public |
Private |
Member |
Chairman |
|
Ms. Pallavi Jha |
Chairperson and Managing Director |
- |
2 |
- |
- |
|
*Ms. Kamalini Bahubali |
Non-executive |
- |
1 |
- |
- |
|
**Mr. Sanjay Jha |
Non-executive |
- |
2 |
- |
- |
|
Mr. M.N. Bhagwat |
Independent Non-executive |
6 |
- |
4 |
3 |
|
Dr. S.C. Jha |
Independent Non-executive |
1 |
- |
- |
- |
|
Mr. V.K.Verma |
Independent Non-executive |
- |
- |
- |
- |
|
***Ms.
Poonam Barua |
Independent Non-executive |
- |
- |
- |
- |
*
Ms. Kamalini Bahubali - Resigned as a Director at the Board meeting held on
April 26,
2007.
**The Board of Directors at its meeting held on
April 26, 2007 recommended to the shareholders the appointment of Mr. Sanjay Jha
as a Whole time Director of the Company
with effect from July 27, 2007.
b. Attendance
at Board Meeting and Annual General Meeting :-
During
the accounting year 2006-07, four Board Meetings were held on April 28, 2006, July 27, 2006, October 20,
2006 and January 16, 2007.
The
Annual General Meeting of the Company for the financial year 2005-2006 was held
on July 28, 2006.
Attendance at Board Meeting and last Annual General
Meeting:-
|
Name of Directors |
No. of Board Meetings attended |
Attendance at last AGM |
|
Ms. Pallavi Jha |
4 |
Present |
|
*Ms. Kamalini Bahubali |
3 |
Present |
|
**Mr. Sanjay Jha |
4 |
Present |
|
Mr. M.N. Bhagwat |
3 |
Absent |
|
Dr. S.C. Jha |
1 |
Absent |
|
Mr. V.K.Verma |
4 |
Present |
|
***Ms. Poonam Barua |
1 |
- |
* Ms. Kamalini Bahubali - Resigned as a Director at the Board meeting held on April
26, 2007.
**The
Board of Directors at its meeting held on April 26, 2007 recommended to the
shareholders the appointment of Mr. Sanjay Jha
as a Whole time Director of the Company with effect from July 27, 2007.
***Ms. Poonam Barua – Appointed as an additional Director
at the Board Meeting held on January 16, 2007.
c.
Board’s Functioning & Procedures:-
The
Board has complete access to any information within the Company. At meetings of
the Board, it welcomes the presence of Managers who can provide additional
insights into the items being discussed.
The
items placed at the Meeting of the Board include the following:-
·
Unaudited Quarterly/half yearly financial results and
audited annual accounts of the company including segment wise revenue, results
and capital employed, for consideration and approval,
·
Minutes of meetings of audit, share holders grievance
committee,
·
remuneration committee,
·
Abstracts of circular resolutions passed,
·
General notices of interest,
·
Sale and/or purchase of investments, fixed assets.
·
Review compliance
of all laws applicable to the Company including the requirements of the Listing
Agreement with the Stock Exchanges and steps taken by the Company to rectify
instances of non compliances, if any.
·
Related party transactions,
·
Reviewing the company’s financial and risk management
policies.
·
Reviewing the business plan and strategy of the Company.
All the items in the Agenda are accompanied by notes giving
comprehensive information on the related subject and in certain matters such as
financial /business plans, financial results, detailed presentations are
made. The Agenda and the relevant notes
are sent in advance separately to each Director to enable the Board to take
informed decisions.
The Minutes of the Meetings of the Board are circulated
through email to all Directors and confirmed at the subsequent Meeting. The
Minutes of the Audit committee, Remuneration Committee and shareholders’
grievance committee are also individually given to the Board Directors and
thereafter tabled for discussion at the subsequent Board Meeting.
3.
Audit
Committee
Audit committee acts as a link between the statutory and internal
auditors and the Board of Directors. The primary objective of the audit
committee is to provide effective supervision of the management’s financial
reporting process with a view to ensure accurate, timely and proper
disclosures.
a.
Size
and Composition:-
The
Board constituted an Audit Committee of Directors on April 26, 2001 having Mr.
Sanjay Jha, Non-Executive Director and Dr. S. C. Jha, Non-Executive Independent
Director as members and Mr. M.N. Bhagwat, Non-Executive Independent Director as
Chairman of the Committee. Mr. V.K. Verma, Non-Executive Independent Director
was appointed as a member of the Audit Committee with effective from April 12,
2006 by passing a circular resolution, which was noted by the Board at their
meeting, held on April 28, 2006.
The
members of the Committee are well versed in finance / accounts, legal matters
and general business practices.
b. Attendance
at the Audit Committee Meetings:-
During the accounting year 2006-07, four
Audit
Committee Meetings were held on April 28, 2006, July 27, 2006, October 20,
2006 and January 16, 2007.
|
Name of Directors |
No. of Audit Committee Meetings attended |
|
*Mr. Sanjay Jha |
4 |
|
Mr. M.N. Bhagwat |
3 |
|
Dr. S.C. Jha |
1 |
|
**Mr. V.K.Verma |
4 |
**The
Board of Directors at its meeting held on April 26, 2007 recommended to the
shareholders the appointment of Mr. Sanjay Jha
as a Whole time Director of the Company
with effect from July 27, 2007.
**Mr.
V.K. Verma – Appointed as Director in the place of the Additional Director at
the Annual General Meeting held on July 28, 2006 and appointed as a member of
Audit committee on April 12, 2006.
c.
The functions of the Audit Committee include the
following:-
·
Reviewing the Company’s financial reporting process and the
disclosure of its financial information to ensure that the financial statement
is correct, sufficient and credible.
·
Recommending the appointment and removal of external
auditor, fixation of audit fee and also approval for payment for any other
expenses.
·
Reviewing with management the annual / half-yearly /
quarterly financial statements before submission to the Board.
·
Reviewing with management, external and internal auditors,
the adequacy of the internal control systems.
·
Reviewing the adequacy of internal audit function,
including the structure of the internal audit department, staffing and
seniority of the official heading of the department, reporting structure
coverage and frequency of internal audit.
·
Discussion with external auditors before the audit, any
significant findings and follow up thereon.
·
Reviewing the findings of any internal investigations by
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.
·
Discussion with external auditors before the audit
commences, nature and scope of audit as well as have post-audit discussion to
ascertain any area of concern.
·
Reviewing the company’s financial and risk management
policies.
·
To look into the reasons for substantial defaults in the
payment to the depositors, shareholders (in case of non payment of declared
dividends) and creditors.
·
Related party transactions,
·
To review the matters required to be included in the
Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (2AA) of Section 217 of the Companies Act, 1956.
·
To review the Management discussion and analysis of
financial condition and results of operations.
·
To recommend re-appointment of Statutory Auditors and to
fix their remuneration.
All the items in the Agenda are accompanied by notes giving
comprehensive information on the related subject and in certain matters such as
financial /business plans, financial results, detailed presentations are
made. The Agenda and the relevant notes
are sent in advance separately to each Member to enable the Committee to take
informed decisions.
The Minutes of the Meetings of the Committee are circulated
through email to all Directors and confirmed at the subsequent Meeting.
The
Statutory Auditors, Associate Vice President (Accounts & Finance) and
Managing Director are invitees to the Audit Committee Meetings.
4. Remuneration Committee
The purpose of the committee shall be to discharge the
Board’s responsibilities relating to compensation of the Company’s Executive
Directors and senior management compensation plans, policies and programs.
a.
Size
and Composition:-
The
Board constituted Remuneration Committee of Directors on April 29, 2004 having
Mr. M.N. Bhagwat, Non-executive Independent Director and Mr. Shailesh
Haribhakti, Non-executive Independent Director as Members and Dr. S. C. Jha,
Non-executive Independent Director as Chairman of the Committee. The broad
terms of the Committee are to determine and review remuneration / compensation
package of Managing Director of the Company.
Mr.
Shailesh Haribhakti resigned from the Directorship at the Board meeting held on
October 27, 2005 as a result he ceased to be a member of remuneration
committee.
Mr. V K
Verma, Non- Executive Independent Director of the Company was appointed as a
member of the Remuneration Committee with effective from April 4, 2007 by
passing a circular resolution, which was noted by the Board at their meeting,
held on April 26, 2007.
b. Attendance
at the Remuneration Committee Meetings:-
During the accounting year 2006-07, No Remuneration Committee Meeting was held. However, the meeting related to the
same committee was held on April 26, 2007.
Mr.
V.K. Verma –Appointed as an additional Director at the Board Meeting held on
January 27, 2006 and appointed as a member of Remuneration committee on April
4, 2007.
c.
Disclosure of Remuneration paid:-
At
present Non–executive and Independent Directors are not paid any remuneration
except sitting fees for attending Board Meetings.
Details
of remuneration paid to Directors during the accounting year ended March 31,
2007 are as under:
|
Name Of
Directors |
Salary Rs. |
Contribution To P.F.
Gratuity and Superannuation Fund
(Rs.) |
Perquisites
Rs. |
Sitting Fees |
Total Rs. |
|
Ms. Pallavi Jha |
20,07,242 |
5,18,735 |
6,20,018 |
|
31,45,995 |
|
*Ms. Kamalini Bahubali |
- |
- |
- |
24,000 |
24,000 |
|
***Mr. Sanjay Jha |
- |
- |
- |
32,000 |
32,000 |
|
Mr. M.N. Bhagwat |
- |
- |
- |
24,000 |
24,000 |
|
Dr. S. C. Jha |
- |
- |
- |
8,000 |
8,000 |
|
Mr. V.K.Verma |
- |
- |
- |
32,000 |
32,000 |
|
***Ms. Poonam Barua |
- |
- |
- |
8,000 |
8,000 |
* Ms. Kamalini
Bahubali - Resigned as a Director at the Board meeting held on April
26, 2007.
**The
Board of Directors at its meeting held on April 26, 2007 recommended to the
shareholders the appointment of Mr. Sanjay Jha as a Whole time Director of the
Company with effect from July 27, 2007.
***Ms. Poonam Barua – Appointed as an additional
Director at the Board Meeting held on January 16, 2007.
Note
:- Except
Ms. Pallavi Jha who is Chairperson and Managing Director all other directors
are Non- Executive Directors.
5.
Shareholders Grievance
Committee
The committee has the mandate to
review, redress shareholders’ grievances, to approve all share transfers.
a.
Size
and Composition:-
The Company reconstituted Shareholders Grievance Committee
in July 2001 to specifically look into the redressal of the shareholders
grievances and also the share transfers and other investor related matters. The
Committee consists of Mr. Sanjay Jha - Chairman and Ms. Pallavi Jha - Member.
Mr. Sadanand Marathe, Associate Vice President (Accounts & Finance) has
been designated as the Compliance Officer.
b. Meeting
of the Shareholders’ grievance committee
Meetings:-
During
the accounting year 2006-07, eighteen Shareholders’ grievance committee Meetings were held on
05/04/2006, 03/05/2006, 19/06/2006, 05/07/2006, 20/07/2006, 05/09/2006, 25/09/2006, 03/10/2006, 16/10/2006, 20/11/2006,
05/12/2006, 20/12/2006, 03/01/2007,
20/01/2007, 03/02/2007, 20/02/2007, 03/03/2007 and 19/03/2007.
c.
The functions of the Shareholders’ grievance
committee include the following:-
·
Transfer /transmission of shares,
·
Issue of duplicate share certificates,
·
Review of shares dematerialized and all other related
matters,
·
Monitors expeditious redressal of investors’ grievances,
·
Non receipt of Annual report and declared dividend,
·
All other matters related to shares.
During the accounting year ended March 31, 2007, one
complaint was received from shareholders, all of which have been attended/
resolved as of date. All valid share transfers received during the accounting
year ended March 31, 2007 have been acted upon. There were no share transfers
pending as on March 31, 2007, for more than 30 days.
6.
General Body Meetings
The particulars of last four Annual General Meetings are as
under:-
|
Financial Year |
Day and Date |
Location |
Time |
|
2002-2003 |
Tuesday
September 23. 2003 |
Walchand
Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400
020 |
11.00 A.M. |
|
2003-2004 |
Tuesday
September 28. 2004 |
Walchand
Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400
020 |
11.30 A.M. |
|
2004-2005 |
Tuesday, December 27, 2005 |
Walchand
Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400
020 |
10.30 A.M. |
|
2005-2006 |
Friday, July 28, 2006 |
Walchand
Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai – 400
020 |
2.30 P.M. |
Whether any Special Resolution
was passed in the previous three AGMs? Yes.
Pursuant
to the Order dated April 29, 2005 passed by the High Court of Judicature at
Bombay, a meeting of the Shareholders was convened on June 27, 2005 at 10.00
A.M. at the registered office of the company situated at Construction House, 1ST
Floor, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai – 400 001 for
approving the Scheme of Amalgamation of Walchand. Com Private Limited and
Walchand Securities Private Limited, wholly owned subsidiaries of the Company
with the Company.
7.
Disclosures
·
The Company has de-registered as an NBFC.
·
The name of the Company has been changed from WALCHAND
CAPITAL LIMITED to WALCHAND PEOPLEFIRST LIMITED vide certificate dated February
2, 2006, issued by the Registrar of Companies, Maharashtra –Mumbai.
·
Ms. Sandhya Malhotra, has resigned from the post of Company
Secretary with effect form February 28, 2007.
·
Ms. Divya Momaya has been appointed as Company Secretary of
the Company with effect from March 26, 2007.
·
The related party transactions as per Accounting Standard
18 is set out at note no. 4 of Schedule
“O” in notes forming part of
accounts in the Annual Report. These
transactions are not likely to have any conflict with the Company’s interest
except as stated in para 10 of Annexure
to Auditors Report.
·
The Company has complied with the requirements of the Stock
Exchanges, SEBI and Statutory Authorities on all matters related to capital
markets and no penalties / strictures were imposed on the Company during the
last three years.
·
No penalty has been imposed on the Company by the Stock
Exchange (BSE) or the Securities and Exchange Board of India (SEBI) or any
statutory authority on any matters related to capital markets during last three
years.
·
During the year the following amounts were transferred to
the Investor Education and protection fund :-
|
Particulars |
Date of transfer |
Amount (Rs.) |
|
Matured Deposits |
19/06/2006 |
16,000 |
|
Interest on Matured Deposits |
19/06/2006 |
840 |
|
Matured Deposits |
6,000 |
|
|
Interest on Matured Deposits |
27/09/2006 |
41 |
|
Matured Deposits |
27/11/2006 |
6,016 |
|
Unpaid Dividend |
15/12/2006 |
2,18,480 |
·
Adoption of non mandatory requirements under Clause 49 of
the Listing Agreement are being reviewed by the Board from time to time.
8.
Code
of Conduct:-
The Board of Directors has adopted the Code of Business
Conduct and Ethics for Directors and Senior Management. The Code is reviewed
from time to time by the Board. The said Code has been communicated to the
Directors and the Members of the Senior Management. The Code has also been
posted on the Company’s website www.walchandpeoplefirst.com.
9.
Trading
in the Company’s shares by Directors and Designated Employees:-
In compliance with the SEBI (Prevention of Insider Trading)
Regulations, 1992, our company has appointed Mr. Sadanand Marathe as the
Compliance Officer who is responsible for setting policies, procedures for the
preservation of price sensitive information, pre-clearance of trade, monitoring
of trades and implementation of the Code of Conduct for trading in Company’s
securities under the overall supervision of the Board. The Company has adopted
a Code of Conduct for Prevention of Insider Trading.
10.
Means
of Communication:
·
The quarterly and half-yearly results of the Company are
published in English and Marathi National dailies.
·
The Company is complying with EDIFAR requirement as directed
by SEBI. The shareholders can view entries by logging into the Website
‘sebiedifar.nic.in’
·
The Management Discussion and Analysis Report forms a part
of this Annual Report, which is sent to each member by post.
·
The Company informs the Stock Exchange all price sensitive
matters or such other matters which are material and of relevance to the
shareholders and subsequently issues a Press Release on the said matters.
9.
General
Shareholder Information:
a. Annual
General Meeting
·
Date : July 27, 2007
·
Time : 3.00.P. M.
·
Venue : Walchand Hirachand Hall,
Indian Merchants’Chamber,
IMC Marg, Churchgate, Mumbai – 400 020
b. Financial Calendar :
·
Financial
Reporting for
|
Quarter ending June 30,2007 |
By end July 2007 |
|
Quarter/Half year ending Sept. 30, 2007 |
By end October 2007 |
|
Quarter ending December 31 ,
2007 |
By end January 2008 |
|
Quarter/Year
ending March 31, 2008 |
By end April 2008 |
·
Date of Book Closure : July 20, 2007 to July 27, 2007 (both days
inclusive).
·
Dividend payment Date : On or after July 27, 2007 but within the
statutory time limit of 30 days, subject to shareholders approval.
c.
Market information
·
Listing on Stock Exchange : The Stock Exchange, Mumbai.
·
Listing fee for the year 2006-07 has been paid to the Stock
Exchange.
·
Stock Code- Physical : 501370 on
The Stock Exchange, Mumbai
·
ISIN No. NSDL & CDSL : INE 695DO1013
·
Market Price Data :
High / Low price during each
month of 2006-07 on The Stock Exchange, Mumbai and BSE
Sensex are as under:
|
SHARE PRICES OF WALCHAND PEOPLEFIRST LIMITED |
BSE SENSEX |
|||||||||
|
|
Open |
High |
Low |
Close |
|
|
|
High |
Low |
Close |
|
Date |
(Rs.) |
(Rs.) |
(Rs.) |
(Rs.) |
|
|
|
(Rs.) |
(Rs.) |
(Rs.) |
|
2006 Apr
|
492.25 |
543.20 |
480.00 |
528.35 |
|
|
|
12102.00 |
11008.43 |
11851.93 |
|
May |
529.00 |
756.70 |
529.00 |
607.10 |
|
|
|
12671.11 |
9826.91 |
10398.61 |
|
Jun
|
590.00 |
590.00 |
392.40 |
420.00 |
|
|
|
10626.84 |
8799.01 |
10609.25 |
|
Jul |
440.00 |
460.00 |
368.00 |
425.00 |
|
|
|
10940.45 |
9875.35 |
10743.88 |
|
Aug
|
423.00 |
475.00 |
410.00 |
410.00 |
|
|
|
11794.43 |
10646.65 |
11699.05 |
|
Sept |
410.05 |
470.00 |
410.05 |
462.80 |
|
|
|
12485.17 |
11445.19 |
12454.42 |
|
Oct |
460.50 |
613.10 |
432.40 |
580.00 |
|
|
|
13075.85 |
12178.83 |
12961.90 |
|
Nov
|
552.05 |
630.00 |
530.50 |
565.95 |
|
|
|
13799.02 |
12937.30 |
13696.31 |
|
Dec
|
568.00 |
600.00 |
489.50 |
500.00 |
|
|
|
14035.30 |
12801.65 |
13786.91 |
|
2007 Jan
|
510.00 |
1219.95 |
500.00 |
1219.95 |
|
|
|
14325.92 |
13303.22 |
14090.92 |
|
Feb
|
1280.90 |
1694.00 |
972.45 |
1004.20 |
|
|
|
14723.88 |
12800.91 |
12938.09 |
|
Mar |
965.00 |
1001.70 |
||||||||