REPORT ON CORPORATE GOVERNANCE
1 Company's Philosophy on Code of Governance
The Company believes in transparency, professionalism and accountability, the guiding principles of corporate governance. The good corporate governance generates goodwill amongst all its stakeholders' including business partners, customers, employees and investors, earns respect from society and brings about a consistent sustainable growth for the Company and its investors.
Your Company is focused to operate within the well accepted parameters of ethics and integrity and constantly endeavors to adopt best practices of Corporate Governance and improve on these aspects on an ongoing basis. In order to achieve this objective, the Company is driven by the two guiding principles i.e. improving the effectiveness of the Board of Directors in supervising management; and improving the quality of information and communication with our stakeholders'.
The Company is in compliance with the Corporate Governance norms stipulated in:
• Clause 49 (excluding clause 49(VII)(E)) of the Listing Agreements of the Company with stock exchange(s) for the period from April 01, 2015 to November 30, 2015.
• Clause 49(VII)(E) of the Listing Agreements of the Company with the stock exchange(s) for the period from April 01, 2015 to September 01, 2015.
• Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) for the period from September 02, 2015 to March 31, 2016 and
• Regulations 17 to 27 (excluding regulation 23(4)) and clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the Listing Regulations for the period from December 01, 2015 to March 31, 2016.
2 Board of Directors
a. Composition of Board
As on date, the Board of Directors of the Company comprises of 10 (Ten) Directors including a Non Executive Chairman, Vice Chairman & Managing Director, Managing Director & CEO and other Non Executive Directors. These Directors bring in a wide range of skills and experience to the Board. None of the Directors on the Board is a member on more than 10 (Ten) Committees and Chairman of more than 5 (five) committees as specified under Regulation 26 of SEBI LODR, across all the Public Companies in which they are Directors. The necessary disclosures regarding Committee positions have been made by the Directors.
b. Board procedure and Access to information
The Board of Directors (the "Board") is responsible for the management of the business of the Company and meets regularly for discharging its role and functions
The Board of the Company reviews all information provided periodically for discussion and consideration at its meetings as provided under the Companies Act, 2013 (including any amendment and re-enactment thereof) and Schedule II (Part A) of SEBI LODR. Further, the Board is also apprised of all the developments in the Company.
Detailed Agenda is circulated to the Directors in advance. All material information is incorporated in the agenda for facilitating meaningful and focused discussion at the meetings. Where it is not practicable to enclose any document to the agenda, the same is placed before the meeting. In special and exceptional circumstances, additional item(s) on the agenda are permitted to be discussed at the Meeting.
Board makes timely strategic decisions, to ensure operations are in line with strategy; to ensure the integrity of financial information and the robustness of financial and other controls; to oversee the management of risk and review the effectiveness of risk management processes; and to ensure that the right people are in place and coming through. Non-executive directors are expected to provide an effective monitoring role and to provide help and advice to the executive directors. This is in the long term interest of the company and should be based on the optimum level of information, through smooth processes, by people with the right skills mix and in a constructive manner. The Independent Directors play an important role in deliberations at the Board and Committee meetings and bring to the Company their expertise in the fields of business, commerce, finance, management and law.
The Board meets at least once in a quarter to review the quarterly results and other items on the agenda. Additional meetings are held, when necessary. The meetings of the Board are generally convened at the Company's Corporate Office at Mumbai. In case of urgency or when the Board meeting is not practicable to be held, the matters are resolved via Circular Resolution, which is then noted by the Board in its next meeting.
Audio-Video conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locations to participate in the meetings.
The Minutes of the Board Meetings are circulated in advance to all Directors and confirmed at subsequent Meeting.
The Board also reviews the declarations made by the Managing Director/Chief Financial Officer/ Unit Head of the Company regarding compliance of all applicable laws on a quarterly basis.
c. Board Meetings
During the year ended 31st March, 2016, five Board Meetings were held. These were held on :
1. 28th May, 2015
2. 11th August, 2015
3. 3rd November, 2015
4. 28th January, 2016
5. 10th March, 2016
d. Code of Business Conduct and Ethics for Board of Directors and Senior Management
The Company has in place the Code of Business Conduct and Ethics for Board of Directors and Senior Management, (the Code) approved by the Board of Directors. The Code has been communicated to Directors and the members of the senior management. The code of conduct suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013.
The Code has been displayed on the Company's website www.aegisindia.com
All the Board members and senior management have confirmed compliance with the Code for the year ended 31st March, 2016. A declaration to this effect signed by the Managing Directors and CEO forms part of this Annual Report.
e. Brief Note on the Directors seeking appointment/re-appointment at the 59th Annual General Meeting
In compliance with Regulation 36 (3) of SEBI LODR, brief resume, expertise and details of other directorships, membership in committees of Directors of other companies and shareholding in the Company of the Director proposed to be appointed/re-appointed is as under
f. Board Committees
To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board has constituted a set of Committees with specific terms of reference/scope. The Board has established various Mandatory Committees such as Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee and Non-mandatory Committees such as Share Transfer Committee, Investment Committee, Occupational Health Safety & Environment Committee and Risk Management Committee. The minutes of the meetings of all committees are placed before the Board from time to time for discussion/noting/ratification.
3 Audit Committee
a. Composition, Meetings & Attendance
Audit Committee for the year ended 31st March, 2016 comprised of four Non-Executive Directors, out of which three are Independent Directors. Mr. Dineshchandra J. Khimasia, Chairman of the Committee is an Independent and Non-Executive Director. All the members of the Audit Committee have adequate accounting and financial knowledge and the composition of the Committee is in compliance with the requirements of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR.
The Managing Directors, Statutory Auditors, Chief Financial Officer are invited to attend meetings of the Audit Committee. The Internal Auditor and other executives are also invited, as may be considered appropriate, at the meetings of the Audit Committee.
The Company Secretary acts as the Secretary to the Audit Committee.
b. Terms of Reference
The terms of reference, role and scope of the Audit Committee covers the matters specified under Regulation 18 read with Schedule II (Part C) of SEBI LODR read with section 177 of the Companies Act, 2013 such as overseeing of the Company's financial reporting process, recommending the appointment/re-appointment of Statutory Auditors and fixation of their fees, reviewing quarterly, half yearly and annual financial statements, changes in accounting policies & practices, compliances with the accounting standards, major accounting entries involving estimates based on the exercise of judgment by management, compliance with listing and other legal requirements relating to financial statements, scrutiny of inter-corporate loans and investments, disclosures of related party transactions, if any, scrutiny of inter-corporate loans and investments, evaluation of internal financial controls, review of uses/application of funds raised through an issue i.e. public issue, rights issue, preferential issue, etc., before they are submitted to the Board of Directors. The Committee also reviews Management Discussion and Analysis of financial condition and results of operations and statement of significant related party transactions submitted by Management.
The Audit Committee's functions include reviewing the internal audit reports, adequacy of the internal audit functions, its structure, reporting process, audit coverage and frequency of internal audits. The responsibility of the Committee is to also review the findings of any internal investigation by the internal auditors in matters relating to suspected fraud or irregularity or failure of internal control systems of material nature, if any and report the same to the Board.
4 Nomination and Remuneration Committee
b. Terms of Reference
The Remuneration Committee was constituted under erstwhile provisions of the Companies Act, 1956 and the same is renamed as Nomination & Remuneration Committee as per the provisions of Companies Act, 2013 read along with the rules made there under and Regulation 19 read with Schedule II (Part D) of SEBI LODR.
The terms of reference of the Committee, inter alia, include the following:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of Independent Directors and the Board;
• Devising a policy on Board diversity;
• Identifying persons who qualify to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
• Succession planning of the Board of Directors and Senior Management Employees;
• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration
is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.
• To review the performance of the Managing Directors and recommend to the Board the overall compensation/commission payable to Managerial Personnel viz. Managing Director/Executive Director/CEO/Manager within the overall limits prescribed under the Companies Act, 2013, subject to other necessary approvals.
c. Executive Director's Compensation
There is no remuneration being paid to the Managing Directors under schedule V of the Companies Act, 2013 except Commission which is approved by the Board of Directors and the Shareholders. The commission payable to the Managing Director is considered and recommended by the Nomination and Remuneration Committee of the Board of Directors.
The Shareholders had approved payment of commission @ not exceeding 5% of the profits to each Managing Director under the erstwhile section 198 of the Companies Act, 1956. The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, have approved the payment of Rs. 330 lacs to each of the Managing Directors, which is within the limit of 5% each of the profit u/s. 197 of the Companies Act, 2013 (erstwhile section 198 of the Companies Act, 1956) for the year ended 31st March, 2016.
Mr. Raj K. Chandaria, Vice-Chairman & Managing Director Rs. 330 lacs
Mr. Anish K. Chandaria, Managing Director & CEO Rs. 330 lacs
d. Non-Executive Directors' Compensation and disclosures
With changes in the corporate governance norms brought by the Companies Act, 2013 as well as SEBI LODR, the role of Non-Executive Directors (NED) and the degree and quality of their engagement with the Board and the Company has undergone significant changes over a period of time. The Company is being hugely benefited from the expertise, advice and inputs provided by the NEDs. They devote their valuable time in deliberating on the strategic and critical issues in the course of the Board and Committee meetings of the Company and give their valuable advice, suggestion and guidance to the management of the Company from time to time. The Nomination and Remuneration Committee and/or Board of Directors shall carry out performance review of each of the NED atleast once a year.
Apart from sitting fees that are paid to the NED for attending Board/Committee Meetings, no other fees/commission was paid during the year ended 31st March, 2016. During the period under review, there was no pecuniary relationship or business transaction by the Company with NED.
Sitting fees payable to the Directors for attending each meeting of the Board is Rs.17,500/-. The sitting fees paid for attending the meetings of the Audit Committee, Stakeholders' Relationship Committee and Share Transfer Committee is Rs.1,000/- each. The sitting fees paid to non-executive Director for attending the meeting of the Occupational Health Safety & Environment Committee is
5 Corporate Social Responsibility Committee
Composition, Meetings & Attendance
The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises :
• Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
• Recommend the amount of expenditure to be incurred on the activities referred above;
• To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.
6 Stakeholders Relationship Committee
b. Terms of Reference
The Stakeholders' Relationship Committee is constituted to oversee Stakeholders' Grievance and its redressal and to overview the functions of Registrar & Share Transfer Agents.
c. Name & Designation of the Compliance Officer
Ms. Monica T. Gandhi, Dy. General Manager — Company Secretary of the Company acts as Compliance Officer of the Company.
7 Risk Management Committee
Your Company has constituted a Risk Management Committee comprising of Mr. Raj K. Chandaria (Chairman), Mr. Dineshchandra J. Khimasia, Mr. Kanwaljit S. Nagpal, Directors and Mr. Rajiv M. Chohan, President (Business Development) of the Company. The Committee meets on a periodical basis to review the risk management framework and discuss on risk mitigation plans. The Committee has laid down procedure for risk assessment and minimization which are presented to the Board of Directors on a periodical basis.
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also to identify business opportunities. The objectives and scope of the Risk Management Committee broadly comprises :
• Oversight of risk management performed by the executive management;
• Reviewing the Business Risk Management policy and framework in line with local legal requirements and SEBI guidelines;
• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;
• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
• Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.
8 Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) and 25 (4) of SEBI LODR, the Board has carried out the annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit and Nomination and Remuneration Committees. A detailed discussion is done considering the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
For the board and committees, the process seems usually to involve questionnaires devised in house. The process is led by the chairman or the senior independent director who analyses the completed questionnaires. The results are then reported to the chairman of the Board.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors on the basis of the set questionnaire was carried out by the entire Board (excluding the director being evaluated). The performance evaluation of the Chairman, Non Independent Directors and the Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
9 Familiarization Programme
At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the compliances required from him under the Companies Act 2013, Regulation 25 of SEBI LODR and other relevant regulations and his affirmation taken with respect to the same.
Familiarization Programme is conducted on "need-basis" during the year. A brief extract of the familiarization programme is as follows :
i. The Company shall through its Executive Directors/Senior Managerial Personnel apprise/brief periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company;
ii. Such briefings provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time;
iii. The programs/presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities;
iv. The Company may circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time; and
Familiarization Programme during the year alongwith details of attendance of Independent Directors in Familiarization Sessions as placed on the website of the company is <http://www>. aegisindia.com/Corporate_Governances.aspx
a. Related party Transactions
There were no materially significant related party transactions with its Promoters, Directors, the Management or relatives that have a potential conflict with the interests of the Company at large.
The transactions with the related parties as per requirements of Accounting Standard 18 (AS18) "Related Party Disclosures" are disclosed in the Notes to the Accounts in the Annual Report.
The Company has formulated a Policy on dealing with Related Party transactions. The Company recognizes that certain transactions present a heightened risk of conflicts of interest or the perception thereof and therefore has adopted this Policy to ensure that all Related Party Transactions with Related Parties shall be subject to this policy and approval or ratification in accordance with Applicable Law. This Policy contains the policies and procedures governing the review, determination of materiality, approval and reporting of such Related Party Transactions. The link for the same as placed on the website of the company is <http://www.aegisindia.com/Corporate_Governances.aspx>.
b. Compliances by the Company
The Company has generally complied with all the requirements of the Stock Exchange(s) / SEBI LODR or any Statutory Authority on matters related to capital markets, as applicable from time to time.
c. No penalty was imposed or strictures passed against the Company by the Stock Exchanges or SEBI or any statutory authorities on any matter related to capital markets during last three years.
d. The Company places before the Audit Committee the statement of utilization of funds raised through preferential issue on quarterly/annual basis, as & when applicable.
e. The Company follows the Accounting Standards specified under section 133 of the Companies Act, 2013 read along with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has not adopted a treatment different from that prescribed in the aforesaid Accounting Standards, in the preparation of financial statements.
f. The Managing Director & CEO and Chief Financial Officer of the Company have certified to the Board on financial and other matters in accordance with Schedule II (Part B) of SEBI LODR for the financial year ended 31st March, 2016.
g. The Company has adopted a Vigil Mechanism Policy (also known as Whistle Blower Policy) for its Directors and Employees and no person has been denied access to the Audit Committee.
h. The Board of Directors of the Company evaluates and assesses the major risks and the risk minimization procedures and its implementation, from time to time.
i. The Company during the year ended 31st March, 2016 has fulfilled the following non-mandatory / discretionary requirements as prescribed in Schedule II (Part E) of SEBI LODR:
• The Company has a non-executive Chairman.
• The Company continues to have a regime of unqualified financial statements.
• The Company has appointed separate persons to the post of Chairman and Managing Director/CEO.
• The Internal auditors of the Company report directly to the Audit Committee.
14 Means of Communication
a. Stock Exchange Intimation : The unaudited quarterly financial results are announced within 45 days from the end of each quarter and the audited annual results are announced within 60 days from the end of the last quarter. The aforesaid financial results, after being taken on record by the Audit Committee and Board of Directors, are communicated to the Stock Exchanges where the shares of the Company are listed. Any news, updates, or vital/useful information to shareholders are being intimated to Stock Exchanges and are being displayed on the Company's website: www. aegisindia.com.
b. Newspapers : During the financial year 2015-16, financial results (Quarterly & Annual) were published in newspapers viz. The Financial Express (English edition) and Daman Ganga Times (Regional Gujarati edition) in the format prescribed under Regulation 33 of SEBI LODR with the Stock Exchanges where the shares of the Company are listed.
c. Website : The financial results are also posted on the Company's website www.aegisindia.com The Company's website provides information about its business and the section on "Investor Relations" serves to inform and service the Shareholders allowing them to access information at their convenience.
d. Annual Report : Annual Report is circulated to all the members within the required time frame, physically through post and via E-mail, wherever the E-mail ID is available in accordance with the "Green Initiative Circular" issued by MCA. The shareholders have been provided e-voting option for the resolutions passed at the general meeting to vote as per their convenience.
e. Investor E-mail ID of the Registrar & Share Transfer Agents : All the share related requests / queries / correspondence, if any, are to be forwarded by the investors to the Registrar and Transfer Agents of the Company, Link Intime India Private Limited and/or e-mail them to email@example.com
f. Designated E-mail ID for Complaints / Redressal : In compliance of Regulation 46 (2) (j) of SEBI LODR entered into with the Stock Exchanges, the Company has designated an e-mail ID firstname.lastname@example.org exclusively for the purpose of registering complaints / grievances by investors. Investors whose requests / queries / correspondence remain unresolved can send their complaints / grievances to the above referred e-mail ID and the same would be attended to promptly by the Company.
g. NSE Electronic Application Processing System (NEAPS) : The NEAPS is a web based application designed by NSE for Corporates. The Shareholding Pattern, Corporate Governance Report, Financial Results and Board Meeting/Corporate Action Announcements are filed electronically on NEAPS.
h. BSE Corporate Compliance & Listing Centre : The Listing Centre is a web based application designed by BSE for Corporates. The Shareholding Pattern, Corporate Governance Report, Financial Results, Analyst Presentations, Press Release and other intimations are filed electronically on BSE's Listing Centre.
i. SEBI Complaints Redress System (SCORES) : The investor complaints are processed in a centralized web based complaints redressal system through SCORES. The Action Taken Reports are uploaded online by the Company for any complaints received on SCORES platform, thereby making it convenient for the investors to view their status online.
. News releases / Investor Updates and Investor presentations made to Institutional Investors and analysts are regularly uploaded on the Company's website www.aegisindia.com under the Investor Relations section, after its submission to the Stock Exchanges viz. BSE & NSE.
15 General Shareholders Information
Annual General Meeting proposed to be held for the FY 2015-16:
Day, Date & Time: Friday, 5th August, 2016, 11.30 a.m.
Venue: Fortune Park Galaxy, National Highway No. 8, G.I.D.C, Vapi 396195, Gujarat.
b. Calendar for the Financial year 2016-17:
Accounting Year: 1st April, 2016 to 31st March, 2017 Financial Calendar: (Tentative)
Unaudited Financial Results for the quarter ended 30th June, 2016 : By 15th August, 2016
Unaudited Financial Results for the quarter & half year ended 30th September, 2016 : By 15th November, 2016
Unaudited Financial Results for the quarter & nine months ended 31st December, 2016 : By 15th February, 2017
Audited Financial Results for the year ended 31st March, 2017 : Within 60 days from the year
c. Book closure date: Saturday, 30th July, 2016 to Friday, 5th August, 2016 (both days inclusive) Cut-off date for e-voting: Friday, 29th July, 2016
d. E-voting dates: Monday, 1st August, 2016 (9.00 a.m.) to Thursday, 4th August, 2016 (5.00 p.m.)
;. i. Listing of equity shares on the Stock Exchange:
1. BSE Ltd. (BSE) P. J. Towers, Dalal Street, Mumbai - 400 023.
Scrip Code - 500003 2.
2.National Stock Exchange of India Ltd. (NSE) Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.
Stock Code - AEGISCHEM
ii. ISIN No. for the Company's
Equity Shares in Demat form: INE208C01025
iii. Depositories connectivity: NSDL and CDSL
3. 10.20% 250 Redeemable Non-Convertible Debentures of Rs.10,00,000/- each are listed on the Wholesale Debt Market Segment of NSE website under ISIN No. INE208C07022.
1. Listing Fees of the Equity Shares and Non Convertible Debentures for the year 2016-17 has been paid to Stock Exchanges viz., BSE and NSE, as may be applicable.
2. Custodial Fees of the Equity Shares and Non Convertible Debentures for the year 2016-17 has been paid to the depositories viz. NSDL and CDSL.
Members are requested to get in touch with the Registrar & Share Transfer Agents for encashing the unclaimed amounts, if any, standing to the credit of their account.
After transfer of the said amounts to the IEPF, no claims in this respect shall lie against the IEPF or the Company nor shall any payment be made in respect of such claims.
n. Commodity price risk or foreign exchange risk and hedging activities:
The Company uses derivative instruments (Forward Cover and Options Contracts) to hedge its risks associated with foreign currency fluctuations. The use of derivative instruments is governed by the Company's strategy approved by the Board of Directors, which provide principles on the use of such derivative instruments consistent with the Company's Risk Management Policy. The Company does not use derivative instruments for speculative purposes.
o. Terminal Locations:
Liquid Logistics & Gas Division: Plot No. 72, Mahul Village, Trombay, Mumbai - 400074.
Liquid Cargo Park, Dock Zone, Chiranjibpur, Dist. Purba Medinipur, Haldia - 721604, West Bengal
p. Name and Contact Information of Debenture Trustee:
IDBI Trusteeship Services Ltd. Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001. Contact Person: Ms. Swapnali Hirlekar Contact No. :.(T).022-40807000 (F) 022-66311776/40807080 E-mail : email@example.com
q. Share related queries/communications may be addressed to the Registrar & Share Agents: Link Intime India Pvt. Ltd. Unit : Aegis Logistics Ltd. C-13 Pannalal Silk Mills Compound L BS Marg, Bhandup West, Mumbai 400 078 Tel : 91-022-2594 6970 Fax: 91-022-2594 6969 Email : firstname.lastname@example.org