Svaraj Trading & Agencies Ltd. · BSE:ZSVARAJT
Svaraj Trading & Agencies — Investor Presentation (2018)
33 slides from Svaraj Trading & Agencies's investor presentation, 2018
Slide 1: SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
SEBI (Listing Obligations & Disclosure Requirements ) Regulations, 2015
Slide 2: Overview of SEBI LODR Regulations, 2015
SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Sep 02, 2015 became effective from Dec 1, 2015. The Regulation have been structured by consolidating into one single document across various types of securities listed on SE. Equity Share listed on Main B
Slide 3: Statutory Basis
STATUTORY BASIS With the LODR Regulations, the listing agreement gets its own statutory backing - Prior to this, the LA was merely an agreement between the exchange and the company. Reference to listing conditions was there in sec 23E of the SCRA. The present regulations are made in pursuance of
Slide 4: Principles to be followed by listed entity
Principles to be followed by listed entity having its specified securities listed Reg 4 (2) pertains to specified securities only Compliance with corporate governance provisions to achieve the principles of – Rights of shareholders Timely information Equitable treatment of shareholders
Slide 5: Old Listing Agreement vs New Listing Regulation
OLD LISTING NEW LISTING CHANGES AGREEMENT REGULATION 3(c) 40(3) Transfer or transmission Transfer of securities Completion of of securities and issue and issue certificates transmission process certificates within 15 within 15 days from the has been clearly spelt days from the date of date of such r
Slide 6: Old Listing Agreement vs New Regulation: Board meeting disclosures
20(a)&(c) Schedule III, Part A, Para A (4)(a)&(c) Intimate to the SE within 15 Disclose to the SE, within minutes of the closure of the 30 minutes of the closure of Timeline increased BM: (a) all dividends and/or the BM: to 30 minutes from cash bonuses (a) dividends and/or cash existing 15 minutes r
Slide 7: Disclosure within 30 minutes of board meeting
22(a)to(c) Schedule III, Part A, Para A (4)(e)to(g) Intimate to the SE within 15 Disclose to the SE, within 30 minutes of the closure of the minutes of the closure of the Disclosure to be BM: (a) short particulars of any BM: given within 30 increase of capital whether by (e) increase in capital by i
Slide 8: Change in directors and KMP: 24 hour disclosure
30 Schedule III, Part A, Para A (7) Promptly notify the SE (a) of any change in the Disclose to the SE change in Company’s directorate by death, directors, key managerial Time limit of 24 hrs to resignation, removal or personnel (Managing Director, inform S.E on any otherwise; Chief Executive Office
Slide 9: AGM & EGM proceedings and financial results timelines
31(d) Schedule III, Part A, Para A Forward to the SE promptly and (13) Proceedings of AGM & without application copy of the Disclose to the SE Proceedings proceedings at all Annual and of Annual and extraordinary EGM to be informed to SE Extraordinary General Meetings general meetings within 24 with
Slide 10: Prior intimation of board meeting: 5 days notice
41(III)(a) Give prior intimation to SE of the 29(1)(a) & proviso to 29(2) date and purpose of meetings of Give prior intimation to SE about the Board or Committee in the BM in which financial results 5 days notice is required which the financial results will viz. quarterly, half yearly, or instead o
Slide 11: Time limits for certificates and submissions
47(c) 40(9)&(10) Ensure that the RTA and/or the In- Ensure that the share transfer house Share Transfer facility, as the agent and/or the in-house share * Time limit for case may be, produces a certificate transfer facility, as the case may submission of the from a PCS within 1 month of the end be,
Slide 12: Important New Features of the Regulation
Important New Features of the Regulation REGULATION PARTICULARS 6 Company require to appoint Qualified CS as company secretary, responsible for ensuring compliance with applicable laws, monitoring grievance redressal. (Obligation has been defined) 7 Submit a compliance certificate to the exchange, d
Slide 13: Electronic payment, material subsidiary and other provisions
12 Use any of the electronic mode of payment facility approved by the Reserve Bank of India, in the manner specified in Schedule I, for the payment of the following: (a) dividends; (b) interest; (c) redemption or repayment amounts: Provided that where it is not possible to use electronic mode of pay
Slide 14: Website disclosures under Regulation 46(2)
46(2) Disseminate the following information on its website: (a) Details of its business; (b) terms and conditions of appointment of independent directors;(b) terms and conditions of appointment of independent directors; (c) composition of various committees of board of directors; (d) code of conduct
Slide 15: Website disclosures and update requirements
(m) shareholding pattern; (n) details of agreements entered into with the media companies and/or their associates, etc; (o) schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock ex
Slide 16: Policy Formulation
POLICY FORMULATION As per listing obligation and Disclosure Requirements following policy needs to be formulated and disclosed on its website, by an listed entity. • Preservation of Documents- Regulation 9. • Policy on criteria on determining material events – Regulation 30(4). • Archive policy (Dis
Slide 17: Business Responsibility Information
BUSINESS RESPONSIBILITY INFORMATION • Adoption of responsible business practices in the interest of the social set –up and the environment are as vital as their financial and operational performance. • Ministry of Corporate Affairs, Government of India, in July 2011, came out with the 'National Volu
Slide 18: Annexure I Section A: General Information about the Company
ANNEXURE I SECTION A: GENERAL INFORMATION ABOUT THE COMPANY Corporate Identity Number (CIN) of the Company Name of the Company Registered Address Website E-mail Id Financial Year reported Sector(s) that the Company is engaged in (industrial activity code-wise) List three key p
Slide 19: Section B: Financial Details of the Company
Total number of locations where business activity is undertaken by the Company (a) Number of International Locations (Provide details of major 5) (b) Number of National Locations Markets served by the Company Local/State/National/International SECTION B: FINANCIAL DETAILS OF THE COMPANY Paid
Slide 20: Section C: Other Details
SECTION C: OTHER DETAILS Does the Company have any Subsidiary Company/ Companies. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in
Slide 21: Section D: BR Information
SECTION D: BR INFORMATION 1. Details of Director/Directors responsible for BR (a) Details of the Director/Director responsible for implementation of the BR policy/policies 1. DIN Number 2. Name 3. Designation (b) Details of the BR head No. Particulars Details 1. DIN Number (if applicable) 2. Name 3.
Slide 22: Business Responsibility Information: Details of Compliance
BUSINESS RESPONSIBILITY INFORMATION A. DETAILSOF COM PLIANCE SR. QUESTIONS NO. COMMON 1. Has the policy being formulated in consultation with the QUESTION relevant stakeholders? STRUCTURE FOR ALL 2. Does the policy conform to any national / international NINE standards? If yes, specify? (50 words) P
Slide 23: Compliance questions and reasons for non-formulation
8. Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders’ COMMON grievances related to the policy/ policies? QUESTION STRUCTURE 9. Has the company carried out independent audit/ FOR ALL evaluation of the working of this policy by an internal or
Slide 24: Section E: Principle-wise Performance; Principle 1
3. Governance related to BR (a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year (b) Does the Company publish a BR or a Sustainability Report? What is the hyper
Slide 25: Principle 2: Goods & Services Safe & Sustainable
Principle 2 : GOODS & SERVICES WHICH ARE SAFE & SUSTAINABLE. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities. Details in respect of resource use (energy, water, raw material etc.) per unit of product. Procedur
Slide 26: Principle 3: Wellbeing of All Employees
Principle 3: PROMOTE THE WELLBEING OF ALL EMPLOYEES. Total number of employees. Total number of employees hired on -Temporary -Contractual -Casual Number of permanent women employees. Number of permanent employees with disabilities Do you have an employee association that is recognized
Slide 27: Principle 4: Respect Interest of All Stakeholders
Percentage of your under mentioned employees were given safety & skill up-gradation training in the last year? (a) Permanent Employees (b) Permanent Women Employees (c) Casual/Temporary/Contractual Employees (d) Employees with Disabilities Principle 4: RESPECT THE INTEREST & BE RESPONSIVE TOWARDS
Slide 28: Principle 5: Human Rights; Principle 6: Environment
Principle 5: RESPECT & PROMOTE HUMAN RIGHTS. Policy of the company on human rights Principle 6: RESPECT, PROTECT & MAKE EFFORTS TO RESTORE THE ENVIRONMENT. Does the company have strategies relating to : Global environmental issues Potential environmental risks Project related to Clean Dev
Slide 29: Principle 7: Public Policy; Principle 8: Inclusive Growth
Principle 7: INFLUENCING PUBLIC & REGULATORY POLICY IN RESPONSIBLE MANNER. Is your company a member of any trade and chamber or association . Have you advocated/lobbied through above associations for the advancement or improvement of public good. Principle 8: SUPPORT INCLUSIVE GRPWTH & EQUITAB
Slide 30: Principle 9: Provide Value to Customers Responsibly
Principle 9: PROVIDE VALUE TO THEIR CUSTOMERS IN A RESPONSIBLE MANNER. Percentage of customer complaints/consumer cases are pending. Display product information on the product label. Case filed against the company regarding unfair trade practices, irresponsible advertising, etc. Carry out
Slide 31: Implication of LA turning into LR
Implication of LA turning into LR Listing Agreement is like terms of listing Non-compliance attract only penalty as per SOP circular dated September 30, 2013 and exchange bye-laws. Listing Regulation is a subordinated legislation and therefore has statutory force. SEBI may exercise its power
Slide 32: Effectively, even not resolving adjudication and penalty as stated above. Electronic
Effectively, even not resolving investor complaint can attract adjudication and penalty as stated above. Electronic filing to Stock Exchange is now mandatory and a statutory requirement.
Slide 33: Thanks
Thanks
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