CORPORATE GOVERNANCE REPORT FOR THE YEAR 201516
1. COMPANY'S PHILOSOPHY ON CORPORATE
The Company believes that good corporate governance practices would ensure a better transparency, accountability, integrity and responsibility in corporate actions and thereby would help in boosting investors/stake holders confidence in the Company. The focus of the Company has always been to ensure continuing value creation for its shareholders and above all, to achieve business excellence with the goal of long term sustainable development.
2. BOARD OF DIRECTORS
The strength of the Board of Directors as on 31st March 2016 is 6 out of which 3 are independent. The Board is headed by Non-executive Chairman. The composition of the Board of Directors is in conformity with the Corporate Governance Code. None of the Directors is a member of more than 10 Committees and Chairman of more than 5 Committees as specified in Regulation 26 across in which all the Companies in which he is a Director.
During the year 5 meetings of the Board of Directors were held on 18th May 2015, 21st July 2015, 9th November 2015,27th January 2016 and 2nd March 2016 and one meeting of Independent Directors held on 27th January 2016.
Code of Conduct:
The Company has always encouraged and supported ethical business practices in personal and corporate behaviour by its directors and employees. The Company has framed a specific Code of Conduct for the members of the Board of Directors and Senior Management Personnel of the Company. The Code of Conduct is posted on the website of the Company. All Board Members and Senior Management Personnel have confirmed compliance with the Code.
3. Audit Committee
The Audit Committee of the Board of your Company comprises exclusively of Independent Non-executive Directors Mr S S Jain, Mr. R CTapuriah and Mr. S Bhandari. Mr. S. S. Jain is the Chairman of the Committee. The Committee acts as a link between the Statutory & Internal Auditors and the Board of Directors.
The terms of reference of the Audit Committee are in accordance with sub-clause II of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 entered into with the Stock Exchange and interalia include.
To ensure that the financial reporting process and the disclosure of its financial information at the financial statements are correct, sufficient and credible. Recommend the appointment of Statutory Auditors and Fixation of Audit Fees. Reviewing, with the Management, the annual financial statements. Reviewing, with the Management, performance of Statutory and Internal Auditors and adequacy of the Internal Control Systems. Reviewing the adequacy of Internal Audit Functions. Discussion with Statutory Auditors and Internal Auditors on nature and scope of audit etc. Reviewing the Company's Financial and Risk Management Policies.
The Company held 4 Audit Committee Meetings during the year on 18th May 2015,21st July 2015,9th November 2015 and 27th January 2016.
4. Nomination & Remuneration Committee
The Nomination & Remuneration Committee shall act in accordance with the prescribed provisions of Section 178 of the Companies Act 2013 and shall perform the following functions: -
(a) to formulate the criteria for determining qualifications;
(b) to frame and formulate positive attributes and independence of a director;
(c) to recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;
(d) to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down'
(e) to recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.
During the year, no meeting of the Nomination and Remuneration Committee was held.
The Nomination & Remuneration Committee comprise Mr. AV Lodha as its Chairman with Mr. R CTapuriah and Mr. S Bhandari as its members.
5. Stakeholders Relationship Committee
The Stakeholders Relationship Committee looks into issues relating to shareholders including transfer of shares, redressal of complaints from Investors and shall consider and resolve the grievances of security holders of the Company.
During the year the Committee held two meetings on 21st July2015 and 27th January 2016.
The composition and attendance of Directors/Members at these meetings are as under:
i) Details of transactions with related parties during the year have been furnished in Note 10 of the Accounting Policies and Notes on Accounts of the Annual Accounts. There are no materially significant transactions with related parties conflicting with the Company's interests.
ii) The Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges as well as Regulations & Guidelines of Securities and Exchange Board of India (SEBI). No penalties were imposed by SEBI, Stock Exchanges or any Statutory Authorities on matters relating to Capital Markets during the last three years.
iii) The Company has complied with all the applicable mandatory requirements. The Company has not adopted the non-mandatory requirements of the Listing Agreement.
7. Means of Communications
The quarterly, half-yearly and the annual financial results are published in English and vernacular newspapers and are also furnished to the Stock Exchange with whom the Company has listing arrangements to enable them to put them on their website. The Company's results are displayed on the Website www.alfredherbert.co.in
8. General Shareholder information
96th Annual General Meeting :
Date & Time : 22nd July 2016 at10.00a.m.
Venue : Bengal National Chamber of Commerce & Industry, 23,SirRNMukherjee Road, Kolkata- 700 001
10. Next Financial Calendar
Company's financial year is based on 12 months starting from 1st April to 31st March
1st quarterly results : Before15thAugust2016
2nd quarterly results : Before15thNovember2016
3rd quarterly results : Before 15th February 2017
Audited yearly results For the year ending 31st March 2017 : Before 31st May2017
Date of Book Closure :
From 15thJuly 2016 to 22ndJuly 2016 (both days inclusive)
Dividend Payment Date :
On or after 23rd July 2016
11. Listing of Stock Exchanges
The Company's shares are listed at: Bombay Stock Exchange Limited
Listing Fees as prescribed have been paid to the above Stock Exchange for the Financial year 2015-16
Stock Code of Equity Shares of the Company are as under :
Bombay Stock Exchange Limited:
Scrip Code No.505216
Corporate Identity(CIN) : L74999WB1919PLC003516
ISIN : INE782D01027
Registrar and Share TransferAgent :
Maheshwari Datamatics Pvt.Limited
4,Surendra Mohan Ghosh Sarani, 2nd Floor Kolkata - 700 001
Telephone No. 2248 2248 / 2243 5809
E-mail email@example.com E-mail firstname.lastname@example.orgFax: (033) 2248 4787 snl.net.in
Share Transfer System
All the transfers received are processed by the Registrar and Transfer Agents and are approved by the Chief Financial Officer who has been authorised by the Board of Directors in this regard. Share Transfers are registered and returned within 15 days from the date of lodgment, if documents are complete in all respect.
Reconciliation of Share Capital
As stipulated by SEBI, a Practicing Company Secretary carries out the Secretarial Audit to reconcile the total admitted Capital with NSDL and CDSL and the total issued and listed Capital. This audit is carried out every quarter and the report thereon is submitted to Bombay Stock Exchange, NSDL and CDSL and is also placed before the Board of Directors.
Address for : Alfred Herbert (India) Limited
correspondence 13/3 Strand Road, Kolkata-700 001
Telephone Nos : 2226 8619/2229 9124 Fax : (033) 2229 9124
DECLARATION ON CODE OF CONDUCT
This is to confirm that the Board of Directors of the Company has laid down a Code of Conduct for its Members and Senior Management Personnel of the Company. It is further confirmed that all the Directors and Senior Management Personnel of the
Company has affirmed compliance with the Code of Conduct of the Company for the financial year ended 31st March 2016 as envisaged under Schedule V of Regulation 34(3) of the SEBI ( Listing Obligations & Disclosure Requirements) Regulations,2015.
For Alfred Herbert (India) Limited
Chief Executive Officer