REPORT ON CORPORATE GOVERNANCE
Transparency and accountability are the two basic tenets of Corporate Governance. Amal is proud to belong to a Group whose Founder lived his life with eternal Values and built the business enterprises on the foundation of good governance.
The Company is committed to conducting business the right way which means taking decisions and acting in a way that is ethical and in compliance with the applicable legal requirements. It endeavours to continuously improve its Corporate Governance performance with a view to earn trust and respect of all its Stakeholders.
The Board of Directors (Board) is responsible for and is committed to good Corporate Governance and plays a critical role in overseeing how the Management serves the short and long-term interests of the Shareholders and other Stakeholders.
2.1 Board business
The normal business of the Board comprises:
i) appointment of the Cost Auditors
ii) short, medium or long-term borrowings
iii) capital expenditure and operating budgets
iv) commission payable to the Directors within the limit set by the Shareholders
v) contracts in which the Director(s) are deemed to be interested
vi) cost audit reports
vii) creation of charge on assets in favour of lenders
viii) declaration of interim dividend
ix) joint ventures, collaborations, mergers and acquisitions
x) loans and investments
xi) matters requiring statutory the Board consent
xii) sale of investments and assets
xiii) unaudited quarterly financial results and audited annual accounts, including segment revenue, results and capital employed
i) potential conflicts of interest of the Management, the Board Members and the Shareholders, including misuse of corporate assets and abuse in Related Party Transactions
ii) implementation of performance objectives and corporate performance
iii) effectiveness of the governance practices and making desirable changes
iv) the Board nomination process such that it is transparent and results in diversity of experience, gender, knowledge, perspective and thoughts in the Board
v) the Management and providing strategic guidance while ensuring that encouraging positive thinking does not result in over-optimism that either leads to significant risks not being recognised or exposes the Company to excessive risk
i) general notices of interest of the Directors
ii) minutes of the meetings of the Board and its Committees and also the Resolution(s) passed by circulation
i) appointment of the Statutory Auditors
ii) declaration of final dividend
i) corporate strategy, major plans of action, Risk Policy, annual budgets and business plans
ii) default in payment of statutory dues
iii) fatal or serious accidents, dangerous occurrences and material environmental matters
iv) foreign exchange exposure and exchange rate movement, if material
v) the integrity of the accounting and financial reporting systems, and that appropriate systems of control are in place, in particular, systems for Risk Management, financial and operational control, and compliance with the law and relevant standards
i) a corporate culture and the Values for executives behaviour
ii) well-defined mandate, composition and working procedures of the Committees
i) Acting on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and the Shareholders
ii) Aligning remuneration of the key executives and the Board Members with the long- term interests of the Company and the Shareholders
iii) Applying high ethical standards
iv) Assigning sufficient number of the Non-executive Board Members capable of exercising independent judgement to items where there is a potential for conflict of interest
v) Assisting the Executive Management by challenging the assumptions underlying strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of focus of the Company
vi) Encouraging training of the Directors on a continuous basis to ensure that the Board Members are kept up-to-date
vii) Exercising objective and independent judgment on corporate affairs
viii) Facilitating the Independent Directors to perform their role effectively as the Board Members and also as the Members of Committees
ix) Meeting the expectations of operational transparency of the Stakeholders while maintaining confidentiality of information in order to foster a culture of good decision-making
2.2 Appointment and tenure
23rd of the Directors (other than the Independent Directors) are rotational Directors. 13rd of rotational Directors retire in every Annual General Meeting (AGM) and, if eligible, offer themselves for reappointment. The Managing Director is appointed by the Members for a period up to five years.
2.3 Composition, name, other directorships committee memberships
The Board comprises experts drawn from diverse fields professions. At this time, it consists of six Members, comprising five Non-executive Directors, and one Managing Director. The composition of the Board comprises not less than 50% Independent Directors, thereby complying with the Listing Agreements. The Non-executive Directors are eminent professionals, drawn from amongst persons with skills, experience and knowledge in one or more fields of finance, law, management or any other discipline related to the business of the Company.
2.6 Appointment Cessation
Appointed: (1) Ms S Mahalakshmi was appointed as an Independent Director effective August 05, 2014. (2) Mr T T P Shaheel was appointed as the Managing Director effective October 18, 2014.
Resigned: (1) Mr V Koppaka resigned as the Managing Director effective October 18, 2014. (2) Mr N C Singhal resigned as an Independent Director effective February 01, 2015.
Sitting fees constitute fees of Rs. 10,000 per meeting constitute fees paid to the Non-executive Independent Directors for attending the Board and Committee meetings. Effective July 1, 2015 sitting fees for attending Board meetings revised to Rs. 20,000 per meeting.
* Represents lower of 10% of the remuneration paid by Atul Ltd to the Managing Director (being an employee of Atul Ltd) or an amount allowable under Section I or Section II of Part II of the Schedule V of the Companies Act, 2013. Accordingly, an amount of Rs. 8,84,537 was paid to Atul Ltd for the year 2014-15.
3. Committees of the Board
The Board has constituted the following Committees:
Stake Holders Relationship Committee
Nomination and Remuneration Committee
Independent Directors Committee
3.1 Audit Committee 3.1.1 Role
appointment of the Chief Financial Officer
transactions with related parties and subsequent modifications thereof
pre-audit discussions with the Auditors regarding nature and scope of the audit and post-audit discussion to ascertain any areas of concern
valuation of undertakings or assets, wherever necessary
scope, functioning, periodicity and methodology for conducting the Internal Audit in consultation with the Internal Auditor
Code of Conduct and related matters
» adequacy of the Internal Audit function, including the structure of Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit
significant transactions and arrangements entered into by the unlisted subsidiary companies
the Auditors' independence, performance and effectiveness of the audit process
periodically with the Auditors the Internal Control Systems, the scope of audit including the observations of the Auditors and the Financial Statements before submission to the Board
the annual Financial Statements and Auditors' Report with the Management before submission to the Board for approval with particular reference to:
- any changes in Accounting Policies and practices
- compliance with Accounting Standards
- compliance with the Stock Exchanges and legal requirements concerning the Financial Statements
- disclosure of any Related Party Transactions
- going concern assumption
- major accounting entries involving estimates based on exercise of judgment by the Management
- matters required to be included in the Directors' responsibility statement for the Directors' Report
- qualifications in the draft Audit Report
- significant adjustments made in the Financial Statements arising out of audit findings
» with the Internal Auditors any significant findings and follow up thereon including findings of any internal investigations into matters where there is suspected fraud or irregularity or failure of the Internal Control Systems of material nature and reporting such matters to the Board
financial reporting process and the disclosure of financial information to ensure that the Financial Statements are correct, credible and sufficient
compliance reports of all applicable laws as well as steps taken to rectify instances of non-compliances periodically
reasons for substantial defaults, if any, in the payment to the depositors, the debenture holders, the Members (in case of non-payment of declared dividends) and creditors
the Financial Statements, in particular, investments made by unlisted subsidiary companies
functioning of Whistle-blowing mechanism
following information mandatorily:
- appointment, removal and terms of remuneration of the Chief Internal Auditor
- Internal Audit Reports relating to weaknesses in the Internal Control Systems
- Management Discussion and Analysis of financial condition and results of operations
- management letters letters of internal control weaknesses issued by the Statutory Auditors
- statement of Related Party Transactions submitted by the Management
» with the Management the statement of uses applications of funds raised through an issue (public issue, rights issue, preferential issue, etc), the statement of funds utilised for the purposes other than those stated
Determining procedures for risk assessment and minimisation, and reviewing them periodically to ensure that the Executive Management controls risks through means of a properly defined framework
Evaluating internal financial controls and Risk Management system
Recommending appointment, remuneration and terms of appointment of the Auditors and approval for payment for any other services
Scrutinising inter-corporate loans and investments
Carrying out any other function as mentioned in the terms of reference of the Audit Committee
3.2 Stakeholders Relationship Committee
i) Considering and resolving grievances (including complaints related to non-receipt of the Annual Report, non-receipt of declared dividends and transfer of shares) of security holders (including the Shareholders, debenture holders and other security holders).
ii) Reviewing any other related matter which the Committee may deem fit in the circumstances of the case including the following:
change of name(s) of the Members on share certificates
consolidation of share certificates
deletion of name(s) of guardian(s)
deletion of name(s) from share certificates
dematerialisation of shares
issue of duplicate share certificates
rematerialisation of shares
replacement of shares
splitting-up of shares
transmission of shares
transposition of names
3.3 Nomination and Remuneration Committee
i) Devising a policy on Board diversity
ii) Formulating criteria for evaluation of the Independent Directors and the Board
iii) Formulating criteria for determining qualifications, traits and independence of Director and recommending to the Board a policy relating to the remuneration for the Directors, the Key Managerial Personnel and other employees.
iv) Identifying persons who are qualified to become Directors and who may be appointed in senior Management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of performance of every Director.
v) Recommending Determining remuneration of the Executive Director as per the Policy
3.4 Separate meeting of the Independent Directors
i) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties
ii) Review the performance of the Non-independent Directors and the Board as a whole;
iii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and the Non-executive Directors;
4. Subsidiary companies registered in India
The Company does not have any subsidiary company in India.
5. Company policies
Compliance certificates confirming due compliance with statutory requirements are placed at the Board Meeting for review by the Directors. A system of ensuring material compliance with the laws, orders, regulations and other legal requirements concerning the business and affairs of the Company is in place. Instances of non-compliance, if any, are also separately reported to the Board and subsequently rectified.
5.2 Code of Conduct
The Code of Conduct is available on the website of the Company: www.amal.co.in All the Directors and the senior management personnel affirmed their compliance with the Code of Conduct. A declaration to this effect signed by the Managing Director forms a part of this report.
5.3 Prevention of Sexual Harassment of Women at Workplace
Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has framed a policy on Prevention of Sexual Harassment of Women at Workplace. During 2014-15, no complaint was received by the Committee set up pursuant to the aforesaid Policy.
Policy on Related Party Transactions
The Company has formulated a Related Party Transaction Policy and the same is disclosed on the website of the Company www.amal.co.in
The Company has formulated a Whistle-blowing Policy and the same is disclosed on the website of the Company www.amal.co.in
AFFIRMATION AND DISCLOSURE
There were no materially significant Related Party Transactions, pecuniary transactions or relationships between the Company and its Directors or the Management and their subsidiary companies or relatives, among others, during 2014-15 that may have a potential conflict with the interests of the Company at large. All details relating to financial and commercial transactions where the Directors may have a pecuniary interest are provided to the Board and the interested Directors neither participate in the discussion nor vote on such matters.
The Company complied with the statutory provisions, rules and regulations relating to the capital markets during the last three years and the Stock Exchanges or Securities and Exchange Board of India or any statutory authority did not impose any penalties or strictures on the Company for the said period.
7.2 AGM 2015
Details of the 41st AGM are as under:
Year : 2014-15
Location Kilachand Conference Room 2nd Floor, LNM-IMC Building, Churchgate Mumbai 400020, Maharashtra India
Date September 25, 2015
Time 03.00 p.m.
As required under Clause 49 VIII (E), particulars of the Directors seeking reappointment appointment are given in the Notice of the AGM.
7.3 Financial Year
April 01 to March 31
7.4 Date of book closure
September 19, 2015 to September 25, 2015 (both days inclusive)
7.5 Date of dividend payment Not applicable
7.6 Listing on the Stock Exchanges
Equity shares of the Company are listed on Bombay Stock Exchange Ltd (BSE) and Ahmedabad
Stock Exchange Ltd (ASE).
The Company has paid listing fees for the year 2015-16 to all the Stock Exchanges where securities are listed. Pursuant to a circular of Securities and Exchange Board of India (SEBI), Custody charges were also paid to the Depositories namely National Securities Depository Ltd and Central Depository Services (India) Ltd. The International Securities Identification Number of the Equity shares of the Company is INE841D01013. The Corporate Identity Number (CIN) is L24100MH1974PLC017594.
7.7 Stock code
BSE: 506597 and ASE: 03310
7.8 Share price data and comparison with BSE Sensex
The monthly high and low share prices of the Company in comparison with the BSE Sensex during 2014-15 are as under:
Registrar and transfer agent
For physical and dematerialised shares:
Link Intime India Pvt Ltd C 15, Pannalal Silk Mills Compound, LBS Marg Bhandup, Mumbai 400078, Maharashtra India Telephone number: (+91 22) 25946970 Telefax: (+91 22) 25946969 E-mail address: firstname.lastname@example.org
Share transfer system
Securities lodged for transfer at the office of the Registrar are processed within 15 days from the date of lodgement, if the documents are clear in all respects. All requests for dematerialisation of securities are processed and the confirmation is given to the depositories within 21 days.
Pursuant to Clause 47(c) of the Listing Agreements with the Stock Exchanges, certificates on a half-yearly basis were issued by the Company Secretary in practice for due compliance of share transfer formalities by the Company. Pursuant to the SEBI (Depositories and Participants) Regulations, 1996, certificates were also received from the Company Secretary in practice for timely dematerialisation of the shares and for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the Company. All the certificates were filed with the Stock Exchanges where the shares of the Company are listed.
Dematerialisation of shares and liquidity
Electronic holding by the Members comprising 78.27% (54,99,084 shares) of the paid-up Equity share capital of the Company. 58.12% (40,83,099 shares) of the electronic holding is with NSDL and 20.15% (14,15,985 shares) is with CDSL. 21.73% (15,25,916 shares) were in physical form as on March 31, 2015.
Outstanding American Depository Receipts Global Depository Receipts warrants or any convertible instruments, conversion date and likely impact on Equity
Share capital of the Company comprises Equity Shares and Preference Shares. It does not have any outstanding American Depository Receipts, Global Depository Receipts, warrants or any convertible instruments.
Location of plants
i) Atul 396020, District Valsad, Gujarat, India
ii) GIDC, Ankleshwar 393002, District Bharuch, Gujarat, India
H-Acid plant at Atul and Dye intermediate plants (NIP-I & NIP-II) at Ankleshwar have been scrapped. Sulphuric Acid plant at Ankleshwar is the only plant which is in operation.
Address of Mumbai office
Atul House, 310-B, Veer Savarkar Marg,Mumbai 400028, Maharashtra India
Address for correspondence
Secretarial and Legal Department, Amal Ltd, Atul 396020, Gujarat, India E-mail address: email@example.com
E-mail address of grievance redressal office: firstname.lastname@example.org
7.19 Nomination facility
A Member can nominate a person who will have rights to shares and or amount payable in respect of shares registered in his (her) name in the event of his (her) death. This facility is available to the Members and the nomination form can be obtained from the Company.
8. Details of compliance with the mandatory requirements and extent of compliance with non-mandatory requirements
8.1 Compliance with the mandatory requirements
The Company complied with the mandatory requirements of the Code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.
8.2 Extent of compliance with the non-mandatory requirements
The Company complies with the following non-mandatory requirements:
i) Reporting of Internal Auditor to Audit Committee
ii) Unqualified Financial Statements
9. Role of the Company Secretary in overall governance process
All the Directors have access to the suggestions and services of the Company Secretary Secretarial Department in ensuring an effective functioning of the Board and its Committees. The Company Secretary administers, attends and prepares minutes of the Board and the Committee proceedings in accordance with the statutory requirements as well as the norms of Corporate Governance.
10. Certification by Chief Executive Officer and Chief Financial Officer
Mr T T P Shaheel, Managing Director and Mr S R Kalra, CFO, issued a certificate to the Board as prescribed under sub-clause IX of Clause 49 of the Listing Agreements.
The said certificate was placed before the Board at the meeting held on April 24, 2015, in which the accounts for the financial year ended March 31, 2015 were considered and approved by the Board.
11. Certification by the Statutory Auditors
Certificate from the Statutory Auditors of the Company, Haribhakti & Co. LLP. Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements is forming part of the Annual Report.
12. Declaration by the Managing Director
In accordance with Clause 49 I D of the Listing Agreements with the Stock Exchanges, all the Directors and senior management personnel have, respectively, affirmed compliance with the Code of Conduct as approved and adopted by the Board.
For Amal Ltd
(T T P Shaheel)
Date : July 11, 2015
Place : Mumbai