CORPORATE GOVERNANCE REPORT
1. Our philosophy on Code of Governance is aimed at safeguarding and adding value to the interest of the various stakeholders of our company including shareholders, lenders, employees and public at large. At Alkyl Amines Chemicals Limited, ('ALKYL"), we are committed to Good Corporate Governance to ensure that all functions of the Company are discharged in a professionally sound and competent manner. Given below is the requisite information relating to corporate functioning of your Company at apex level for the purposes of due transparency on this aspect.
2. BOARD OF DIRECTORS
i) Composition of Board:
The Board of Directors of the Company consists of 9 members. Three of the Directors, i.e. the Chairman & Managing Director and two Executive Directors, are Executive Directors and rest of the 6 Directors are non-executive Directors, who bring a wide range of skills and experience to the Board. The Board of Directors of the Company as on 31st March, 2016 is as under:
ii) Attendance record of each Director:
Five Board Meetings were held during the year 2015-16. These meetings were held on 15.05.2015, 13.08.2015, 05.11.2015, 27.01.2016 and 09.03.2016.
3. COMMITTEES OF THE BOARD OF DIRECTORS
i) Audit Committee
The Company has an Audit Committee of the Board of Directors since April 2000. The Audit Committee comprises of four Directors, i.e., Mr. Shyam B. Ghia (Chairman), Mr. Premal N. Kapadia and Mr. Shobhan M. Thakore (all being Non-Executive and independent) and also Mr. Kirat Patel. Mr. K.R.V. Subramanian was Chairman of the Committee upto 4.2.2016. The Committee met 4 times during the year 2015-2016 on 15.05.2015, 13.08.2015, 05.11.2015 and 27.01.2016.
Mr. K.P. Rajagopalan, General Manager (Secretarial & Legal) & Company Secretary of the Company, acts as Secretary to the Audit Committee. The Account & Finance Officials of the Company, Statutory Auditors and Internal Auditors also attended the meetings of Audit Committee.
The terms of reference of Audit Committee include overview of the company's financial reporting process, review with management the various aspects of financial statements including quarterly, half yearly and annual results, adequacy of internal controls and internal audit function, various audit reports, significant judgments affecting the financial statements, compliance with accounting standards and Company's financial & risk management policies. It reports to the Board of Directors about its findings & recommendations pertaining to above matters. No personnel have been denied access to the Audit Committee.
ii) Nomination and Remuneration Committee of the Board
a) The Company has also set up a Nomination and Remuneration Committee of Directors, consisting of Mr. S.B. Ghia, Chairman, Mr. S.M. Thakore and Mr. Dilip G. Piramal. The main criteria for fixing remuneration of the Directors are performance and also practice in the industry. The terms of reference of the Committee include review and recommendation to the board of directors of the remuneration paid to the directors. The Committee meets as and when required to consider remuneration of Directors. No meetings of the Committee were held in the current financial year. The Committee has formed a remuneration policy, which is available on the Company's website.
iii) Stakeholders' Relationship Committee:
a) The Stakeholders' Relationship Committee consists of Mr. Shobhan M. Thakore, Mr. Shyam B. Ghia and Mr. Yogesh M. Kothari, whose terms of reference include approval of share transfers and overview of investor grievance handling system. Mr. Shobhan M. Thakore is the Chairman of this Committee.
b)Total 4 meetings of Stakeholders' Relationship Committee were held during the year 2015 -2016 on the following dates:
30.06.2015 30.09.2015 06.01.2016 30.03.2016
c) Mr. K.P. Rajagopalan, General Manager (Secretarial & Legal) is the Compliance Officer.
iv) Finance Committee:
The Company also has a Finance Committee of Directors to consider finance related decisions consisting of Mr. Y. M. Kothari, Chairman, Mr. KIrat Patel and Mr. Shobhan M. Thakore. During the year 2015-2016 the Finance Committee Meetings were held on 30.06.2015, 24.09.2015 and 08.03.2016
v) Corporate Social Responsibility Committee:
The Company has in October 2013 set up a Corporate Social Responsibility Committee, consisting of Ms. Tarjani Vakil (Chairperson), Mr. Yogesh M. Kothari and Mr. Kirat Patel. During the year 2015-16 the Committee Meetings were held on 24.06.2015, 26.10.2015 and 09.03.2016. The attendance record of Directors is as under:
vi) Independent Directors' Meeting:
A meeting of the Independent Directors of the Company was held on January 27, 2016, in conformity with the provisions of the Schedule IV of the Companies Act, 2013 & the SEBI (Listing Obligations and Disclosure Regulations) 2015.
4. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
A copy of the Nomination and Remuneration policy is available on the Company's website
ii) No business was transacted vide postal ballot during the year.
iii) No special resolutions are proposed to be conducted by the Company through postal ballot.
We are proposing voting by means of e-voting for which necessary instructions are given in the notice convening the annual general meeting.
i) There are no materially significant related party transactions that may have potential conflict with the interests of the Company at large.
ii) A list of transactions with related parties as per Accounting Standard AS-18 is mentioned in Note 36 to the Audited Accounts.
iii) No penalty/stricture was imposed on the Company by Stock Exchange(s), SEBI or any other authority, or any matter related to capital markets, during the last three years.
iv) The Company has a whistleblower policy, which is available on the Company's website.
v) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements: The Company has complied with all mandatory requirements of Corporate Governance.
6. MEANS OF COMMUNICATION:
i) Company is publishing the results in National & Regional Newspapers like Economic Times and Maharashtra Times. Quarterly Results are also put on the Company's web-site, www.alkylamines.com
ii) Management Discussion & Analysis is part of Annual Report 2015-2016.
7. GENERAL SHAREHoLDER INFoRMATioN
i) Annual General Meeting Date :
July 29, 2016 Time : 2:30 P.M.
Venue : Chandragupt Hall, 2nd Floor, Hotel Abbott, Sector 2, Vashi, Navi Mumbai 400 703.
ii) Financial Year:
April to March
iii) Dates of Book Closure:
July 22, 2016 to July 29, 2016 (both days inclusive)
iv) The equity shares of the Company are listed on
The Bombay Stock Exchange Limited and National Stock Exchange of India Ltd.
v) Stock code.
(BSE): 506767 (NSE): ALKYLAMINE
8. SHARE TRANSFER SYSTEM/ DIVIDEND AND oTHER RELATED MATTERS :
a) Share Transfers
Share transfers in physical form are processed and the share certificates are generally returned to the transferees within a period of fifteen days from the date of receipt of transfer provided the transfer documents lodged with the Company are complete in all respects.
b) Nomination facility for shareholding
As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from Registrar and Transfer Agent of the Company, M/s. Sharex Dynamic India Pvt. Ltd. or download from the Company's website. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.
c) Permanent Account Number (PAN)
Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.
i) Payment of dividend through National Automated Clearing House (NACH)
The Company provides the facility for remittance of dividend to the Members through NACH mode. Members who hold shares in demat mode should inform their Depository Participant and such of the Members holding shares in physical form should inform the Company of the core banking account number allotted to them by their bankers. In cases where the core banking account number is not intimated to the Company / depository Participant, the Company will issue dividend warrants to the Members.
ii) Transfer of unpaid / unclaimed amounts to Investor Education and Protection Fund
The Company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education & Protection Fund established by the Government. During the year under the review, the Company has credited Rs. 2,82,245/- to the Investor Education and Protection Fund (IEPF ) pursuant to section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund ( Awareness and Protection of Investors) Rules, 2001. The Company will, in August 2016 transfer to the said fund, the dividends for the year ended March 31, 2009 which has remained unclaimed / unpaid.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with companies Rules, 2012), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 07/07/ 2015 (date of last Annual General Meeting) on the Company's website (www.alkylamines.com ).
iii) Pending Investor Grievances
Any Member / Investor whose grievance has not been resolved satisfactorily, may kindly write to the Company Secretary at the Registered office with a copy of the earlier correspondence.
iv) Reconciliation of Share Capital Audit
As required by the Securities & Exchange Board of India (SEBI), quarterly audit of the Company's share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited(NSDL) and Central Depository Services ( India ) Limited (CDSL ) and held in physical form, with the issued and listed capital. The Auditors' Certificate in regard to the same is submitted to Bombay Stock Exchange Limited and The National Stock Exchange of India Limited and is also placed before the Board of Directors.
9. dematerialisation of shares and liquidity
Trading in Equity Shares of the Company is permitted only in dematerialised Form. All requests for dematerialization of shares are processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within the stipulated time.
Other details are as under:
Demat ISIN Number for Equity Shares of the
Company in NSDL & CDSL - INE150B01021
Total No. of Shares as on 31.3.2016 - 20396392 Shares
Total No. of shares dematerialised upto 31.03.2016 - 19702776 Shares
Percentage to total paid up capital - 96.60%
10 OUTSTANDING GDR/ADR/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND IMPACT ON EQUITY :
11. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:
The commodity nature of some of company's products makes them susceptible to fluctuations in raw material prices and exchange rates. The company is vulnerable to alcohol price volatility. Domestic alcohol prices are dependent on the cyclicality of the sugar industry and Government policy for its use in oil sector. Other petroleum based raw materials are subject to international gas/crude oil price fluctuation.
12. DISCLOSURE OF COMMODITY PRICE RISKS AND COMMODITY HEDGING ACTIVITIES:
To address commodity price risks, we ensure that normally contracts for supply generally do not exceed the production cycle time of three months. In exports, we have linked prices to benchmark raw material prices in most cases of long term supply contracts.
As regards raw material and utilities, volatility in input prices are mitigated by ensuring that commitments match the production plans not exceeding four months, except for Ethyl Alcohol and Coal during the monsoon.
The Company has a comprehensive Risk Management Policy covering commodity price risks and foreign exchange risks.
13. OTHER DISCLOSURES:
As required under the Listing Regulations, the Company has formulated policy for determining material subsidiaries and policy on dealing with related party transactions, which has been uploaded on the Company's website at <http://www.alkylamines.com>
14. PLANT LOCATIONS
Patalganga Plant : A-7, A-7 (Part) & A-25 MIDC, Patalganga Industrial Area, Village Kaire, Taluka Khalapur, Dist. Raigad.
Kurkumbh Plant: D-6/1 & D-6/2, MIDC, Kurkumbh Industrial Area, Taluka Daund, Dist. Pune.
Bhoom Solar Plant: Survey Nos. 179/2, 180/2 and 180/3, Bhoom Gramin, Taluka Bhoom, Dist. Osmanabad.
15. ADDRESS FOR CORRESPONDENCE
Alkyl Amines Chemicals Ltd.,
401/407 Nirman Vyapar Kendra, Sector 17, Vashi, Navi Mumbai 400703. Maharashtra
16. COMPANY'S REGISTRAR & SHARE TRANSFER AGENTS
SHAREX DYNAMIC (INDIA) PVT. LTD.
Unit No.1, Luthra Industrial Premises,
1st Floor, 44-E, M. Vasanji Marg, Andheri Kurla Road,
Safed Pool, Andheri (East), Mumbai 400 072.
Tel Nos. : 022 28515606, 28515644 Fax No. : 022 2851 2885
Email Address :- email@example.com Website :- www.sharexindia.com
17. CODE OF CONDUCT
Your company has always encouraged and supported compliance to ethical business practices in personal and corporate behavior by its employees. Your company in order to further strengthen corporate governance practices has framed a specific code of conduct, for the members of the Board of Directors and Senior Management personnel of the Company.
FOR ALKYL AMINES CHEMICALS LTD.,
YOGESH M. KOTHARI
Chairman & Managing Director