Corporate Governance

  1. Board of Directors

In accordance with our Articles, our Company is required to have not less than three and not more than fifteen Directors. Presently, the Board of Directors of our Company comprises four Directors. The details of the Directors of our Company are given below:

Name, Date of Birth and Address of the Directors DIN Status of Directorship Date of appointment Tenure
Mr. Sanjay Kumar Agarwal
DoB: 01/04/1970
Address: 268/10, G T Road, Narayani Niwas, 4th Floor, Liluah, Howrah – 711204, West Bengal, India
01820979 Managing Director 14/04/2014 Appointed as Managing Director for a period of 3 years w.e.f. July 1, 2014 and liable to retire by rotation.
Ms. Sunita Agarwal
DoB:24/10/1971
Address: 268/10, G. T. Road, Narayani Niwas, 4th floor, Howrah, 711204, West Bengal, India
01527079 Non-Executive Non-Independent Director 01/04/2010 Liable to retire by rotation
Mr. Abhinandan Sharma
DoB: 31/07/1981
Address: 9, Rishi Bankim Sarani, Rishra, 1st Floor, Hooghly, West Bengal – 712248, India
03133763 Independent Director 16/08/2014 For a term of five years and not liable to retire by rotation.
Rinku Sharma
DoB: 20/08/1979
Address: 9, Rishi Bankim Sarani, Rishra, 1st Floor, Hooghly, West Bengal – 712248, India
06703545 Independent Director 16/08/2014 For a term of five years and not liable to retire by rotation.

 

  1. Directors’ Profile

Mr. Sanjay Kumar Agarwal, aged 44 years, is a Commerce Graduate. He is having over 10 years of experience in the field of finance, management and manufacturing and trading of garments and textile products.
Mr. Agarwal was appointed as an Additional Director of the Company on April 14, 2014 and subsequently designated as Managing Director of the Company w.e.f. July 1, 2014. He is providing leadership and direction to the operations of the Company and responsible for the management of day to day operations of the Company.

Ms. Sunita Agarwal, aged 43 years, is a Non-Executive Non-Independent Director of the Company. She was appointed as a Director of the Company on April 1, 2010. Ms. Agarwal is a commerce graduate and having over 5 years of experience in the field of trading and distribution of textile products. Ms. Sunita Agarwal is wife of Mr. Sanjay Kumar Agarwal, Managing Director of the Company.

Ms. Rinku Sharma, aged 35 years, is an Independent Director of the Company. She is holding a bachelor degree in commerce and having over 7 years of experience in the field of retail trading in garments and textile products. Presently, she is engaged in the retail trading of readymade garments. She does not hold any shares in the Company. Ms. Rinku Sharma is wife of Mr. Abhinandan Sharma, Director of the Company.

Mr. Abhinandan Sharma, aged 33 years, is an Independent Director of the Company. He is holding a bachelor degree in commerce and having over 10 years of experience in the field of trading in industrial goods, railways supply, accounting and management. Presently, he is engaged in the retail trading of readymade garments. He does not hold any shares in the Company.

  1. Corporate Governance

Corporate Governance is a set of systems and practices which ensures that the affairs of the Company are being managed in a way which ensures integrity, fairness, equity, transparency, accountability and commitment to values. The Company’s focus has always been on adopting the good governance practices. The Corporate Governance demands an improved level of competency among the executives to meet the expectations in managing the enterprises and its resources effectively in an ethical and transparent manner. The company promotes values in its relationships with employees, shareholders, creditors, consumers and other stakeholders. Corporate Governance is a journey for constantly improving sustainable value creation and its upward moving target. The Company believes that good corporate governance is pre-requisite for achieving the highest standards of ethics in the overall interest of all the stakeholders.

Board of Directors

The Board of Directors is the apex body for overseeing the overall functioning of the Company. The Board provides the strategic direction and management policies and evaluates their effectiveness to ensure that the long-term interests of the shareholders are being served. The Managing Director is assisted by senior managerial personnel in overseeing the functional matters of the Company.

At present, we have four Directors on our Board, out of which two are Independent Directors. We are in compliance with the requirements of corporate governance set forth in Clause 42 of the Listing Agreement for Institutional Trading Platform of SME Exchange.

Audit Committee

Our Audit Committee has been constituted on August 16, 2014. The Audit Committee comprises of the following members:

Member Designation
Mr. Abhinandan Sharma Chairman (Independent Director)
Ms. Rinku Sharma Member (Independent Director)
Mr. Sanjay Kumar Agarwal Member (Managing Director)

The Company Secretary of the Company acts as secretary of the Audit Committee.

Terms of reference

The terms of reference, role and scope of Audit Committee are in line with those prescribed by Clause 42 of the Listing Agreement for Institutional Trading Platform of SME Exchange.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company’s internal control and financial reporting process and perform the functions as stipulated by Clause 42 of the Listing Agreement for Institutional Trading Platform of SME Exchange.

Nomination and Remuneration Committee

Our Nomination and Remuneration Committee has been constituted on August 16, 2014. The Nomination and Remuneration Committee comprises of the following members:

Member Designation
Ms. Rinku Sharma Chairman (Independent Director)
Mr. Abhinandan Sharma Member (Independent Director)
Ms. Sunita Agarwal Member (Non-Executive Director)

The Company Secretary of the Company acts as secretary of the Nomination and Remuneration Committee.

Terms of reference

The terms of reference, role and scope of the Nomination and Remuneration Committee are in line with those prescribed by section 178 of the Companies Act, 2013 and Clause 42 of the Listing Agreement for Institutional Trading Platform of SME Exchange. The role and scope of the Committee includes, inert alia, to identify persons who are qualified to become directors and who may be appointed in senior management, formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Stakeholders Relationship Committee

Our Stakeholders Relationship Committee has been constituted on August 16, 2014. The Committee comprises of the following members:

Member Designation
Mr. Abhinandan Sharma Chairman (Independent Director)
Mr. Sanjay Kumar Agarwal Member (Managing Director)

Terms of reference

The terms of reference, role and scope of the Shareholders/Investors’ Grievances/Stakeholders Relationship Committee are in line with those prescribed by Section 178 of the Companies Act, 2013 and Clause 42 of the Listing Agreement for Institutional Trading Platform of SME Exchange. The Committee was constituted to address investor grievances and complaints such as transfer of equity shares, non-receipt of annual reports and non-receipt of declared dividends, among others, and ensure an expeditious resolution of the matter. The Committee also evaluates performance and service standards of Registrar and Transfer Agent and provides continuous guidance to improve the service levels for investors.

Terms and conditions of employment of our Executive Directors

The details of terms and conditions of appointment, including remuneration, of Mr. Sanjay Kumar Agarwal, Managing Director are as under:

Name Mr. Sanjay Kumar Agarwal
Designation Managing Director
Tenure 3 years. From July 1, 2014 to June 30, 2016
Notice Period Three months
Remuneration No remuneration payable for the current tenure.

Remuneration to our Non-Executive Directors

Presently, Non-Executive Directors of the Company are not entitled to any remuneration whether by way of sitting fees or commission or otherwise.

Confirmations

There is no arrangement or understanding amongst any of the Directors and any other person(s) pursuant to which he was or is to be selected as a director or nominee in the Company.