CORPORATE GOVERNANCE REPORT
Company's philosophy on Corporate Governance:
Corporate governance is creation and enhancing long-term sustainable value for the stakeholders through ethically driven business process. It is imperative that our Company affairs are managed in a fair and transparent manner.
Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's wealth generating capacity. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholder's expectations. Our corporate governance framework ensures effective engagement with our stakeholders and helps us evolve with changing times.
The Company is in compliance with the requirements of the guidelines on corporate governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges. The Company has moved ahead in its pursuit of excellence in corporate governance.
The company believes in adhering to the code of corporate governance in true spirit, by complying with total transparency, disclosure norms and good corporate practice while dealing with the Shareholders, customers, creditors, lenders and others.
Board of Directors:
Composition and Category of Directors:
The company's Board has optimum combination of executive and non-executive directors. Out of the total strength of the Board one is the whole time Director, three are Independent & non-executive directors and other three are Non Independent & non-executive directors. One of the members is a women Director. The Chairman of the Board is non-executive.
The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/ Memberships held by them in other companies is given below. Other Directorships do not include alternate directorships, directorships of the private limited companies, section 8 companies and of companies incorporated outside India. Chairmanship/ Membership of board Committees includes only Audit, Stakeholders Relationship and Nomination and remuneration committee.
Meetings of the Board:
During the Year ended March 31, 2015 the Board of Directors met four times. These meetings were held on May 29, 2014; August 13, 2014; November 13, 2014; and February 11, 2015.
The maximum gap between two meetings was less than 120 days as stipulated under the Clause 49 of the Listing Agreement.
The terms of reference of Audit Committee is as per the guidelines set out in the listing agreement with the stock Exchange and section 177 of the Companies Act, 2013. The committee mainly responsible for
• Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
• Recommend the appointment, remuneration and terms of appointment of auditors of the company
• Approval of payment to statutory auditors for any other services rendered by the statutory Auditors.
• Reviewing, with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval with particular reference to:
> Matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub section 3 of section 134 of the Act.
> Changes, if any, in accounting policies and practices and reasons for the same.
> Major accounting entries involving estimates based on the exercise of judgment by management.
> Significant adjustments made in financial statements arising out of Audit Findings.
> Compliance with listing and other legal requirements relating to financial statements.
> Disclosure of any related party transactions.
> Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc) the statement of funds utilised for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up the steps in this matter.
• Review and monitor the Auditors' independence and performance, and effectiveness of Audit process.
• Approval of any subsequent modification of transactions of the company with related parties.
• Scrutiny of inter corporate loans and investments.
• Valuation of undertaking or assets of the company, wherever it is necessary.
• Evaluation of internal financial controls and risk management system.
• Reviewing with the management performance of statutory and internal Auditors, adequacy of the internal control systems.
• Reviewing the adequacy of internal audit functions, if any, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
• Discussion with internal auditors of any significant findings and follow up there on.
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting to the matter to the Board.
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
• To look into the reasons for substantial defaults in the payment to Depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
• Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed.
• To Review the functioning of whistle blower mechanism.
• Approval of appointments of CFO.
• The Audit committee may call for the comments of the Auditors' about internal control system, the scope of audit, including the observations of the Auditors' and Review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors' and the management of the company.
• Carrying out any other function as is mentioned in the terms of reference of the audit committee.
• Oversee financial reporting controls and process for material subsidiaries.
• Oversee compliance with legal and regulatory requirements including the code of conduct for the company and its associated companies.
• To mandatorily review following information.
> Management discussion and analysis of the financial condition and results of operations
> Statement of significant related party transactions, (as defined by Audit Committee) submitted by the management.
v Management letters/letter of internal control weaknesses issued by statutory auditors'
> Internal audit reports relating to internal control weaknesses; and
> The appointment, removal and terms of remuneration of Chief internal Auditor.
• The Audit Committee invites executive, as it considers appropriate (particularly the head of finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as a Secretary to the audit committee.
• The previous Annual General Meeting (AGM) of the Company was held on 20th September, 2014 and was attended by Mr. S. Ram kumar, Chairman of the Audit Committee.
• The Audit Committee comprises of 2 (Two) Non-executive Independent Directors and 1 (One) Promoter & Non-Executive Director. The Audit Committee met 4 (Four) times during the year under review on 29.05.2014, 13.08.2014, 13.11.2014 and 11.02.2015.
NOMINATION AND REMUNERATION COMMITTEE:
In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board re-constituted the Nomination Committee and Remuneration Committee into the Nomination and Remuneration Committee.
The terms of reference stipulated by the board of directors to the nomination and Remuneration committee as contained in Clause 49 of the listing agreement and sub-section (1) of Section 178 of companies Act, 2103, are as follows:
• Recommend to the board the set up and composition of the board and its committees, including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director".
• Recommend to the board the appointment or reappointment of directors.
• Devise a policy on board diversity.
• Recommend to the board appointment of key managerial personnel ("KMP" as defined by the Act) and executive team members of the Company (as defined by this committee).
• Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees.
• Provide guidelines for remuneration of directors on material subsidiaries.
• Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.
During the year from 1st April 2014 to 31st March 2015 the Nomination and Remuneration Committee met 2 (Two) times i.e. on 13.08.2014 and 11.02.2015.
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the board evaluation framework. The companies Act, 2013 states that formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that performance Evaluation of Independent Directors shall be done by entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The guidelines for evaluation of Board and committee are available at the registered office of the company.
The Committee has laid down a policy on the Nomination and Remuneration of Directors, Key Managerial Personnel and other employees of the company at the senior level. The said policy is in line with the provisions of Section 178(4) of companies Act, read with rules made there under and Clause 49(1V)(B)(4) of the listing agreement.
The objectives and purpose of this policy are
• To formulate the criteria for determining qualifications, positive attributes and independence of a Director.
• To formulate remuneration principles for the Directors, key managerial personnel and other senior level employees of the company.
• To enable the company to attract, retain and motivate employees to achieve the objectives laid down by the company.
Stakeholders' Relationship Committee:
The company had a Share Transfer & shareholders grievance committee of directors to look into the redressal of complaints of investors. The nomenclature of the said committee was changed to stakeholders' relationship committee in the light of the provisions of the act and revised clause 49 of the listing agreement. The responsibilities of the committee include:
(a) to approve the transfer of shares, deal with split and consolidation of shares, issue of duplicate shares etc.,
(b) review of shares dematerialised and all other related matters
(c) to look into the redressal of complaints of investors such as transfer or credit of shares, non receipt of dividend/ notice/annual reports etc and redressal of all share holders' queries and grievances.
The Committee has been meeting at regular intervals to resolve the complaints and replied / resolved to the satisfaction of the investors. During the year the Committee met 4 (Four) times i.e. on 29.05.2014, 13.08.2014, 13.11.2014 and 11.02.2015
The risks faced by the Food Industry and the Company along with risk mitigation measures are discussed in Management Discussion & Analysis forming part of the Annual Report.
Code of Conduct for Directors and members of senior management:
The Board has laid down code of conduct for all Directors and Senior Management Personnel of the company. It is further confirmed that all the Directors and Senior Management Personnel of the company have affirmed compliance with the code of conduct of the company for the financial year ended 31st March 2015 as envisaged in clause 49 of the Listing Agreement with Stock Exchange.
The Chairman and Chief Financial Officer have certified to the Board with respect to the financial statements, Internal controls and other matters, as required by Clause 49 of the Listing Agreement with Stock Exchanges and the said certificate is appended to report on corporate governance and form part of the Annual Report.
The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management, any issue which is perceived to be in violation of or In conflict with the fundamental business principles of the Company. The company affirms that none of the personnel have been denied access to the Audit Committee to report their unethical behaviour, actual or suspected fraud or violation of code of conduct or ethics policy.
No special resolution was passed through postal ballot during the financial year ended March 31, 2015.
(a) No transaction of material nature has been entered into by the Company with its promoters, directors or the management, subsidiaries or relatives etc. that may have potential conflict with the interest of the company.
(b) in the preparation of financial statements, company has followed the accounting standards as prescribed by the central government under the Companies (Accounting Standards) Rules, 2006
(c) During the last three years there have been no instances of noncompliance by the company with regard to stock exchange and SEBI regulations. Further no penalties imposed on the Company by stock exchanges or SEB1 or any other statutory authority on any matters related to capital markets
(d) Managing Director of the Company has furnished the requisite Certificates to the Board of Directors under Clause 49 of the Listing Agreement.
Means of communication:
The Quarterly Financial Results and Share Holding Pattern of the Company are furnished to the Stock Exchange and are also published in the leading news papers namely Business Standards/Financial Express and Andhra boomT/Andhra Prabha (Regional Language).
GENERAL SHARE HOLDERS INFORMATION:
i. Annual General Meeting:
Date & Time : 25th September 2015 at 10.30 AM
Venue : Administrative Building, Dr.B.V.Raju Foundation, Vishnupur, Bhimavaram, W.G.District-534202
ii. Financial Calendar (Tentative): Financial Year April 2015- to March, 2016
First Quarter Results 12.08.2015
Second Quarter Results 15.11.2015
Third Quarter Results 11.02.2016
Fourth Quarter Results 30.05.2016
Book Closure Dates
19.09.2015 TO 25.09.2015
Listing on Stock Exchange
Listing fees as applicable have been paid.
For equity shares: BSE: 511153
For equity shares - INE096I01013
vi Registrar and Share Transfer Agents:
Karvy Computershare Private Limited,
Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500 032 Ph: 040-67161500
Email id: firstname.lastname@example.org
vii. Share Transfer System:
Share transfers which are received in physical form are processed by RTA after necessary transfers the share certificates are returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all aspects.
vii. Name & Details of Compliance Officer:
Mr. Ch. Surya Prakash
153, Sitha Nilayam, Dwarakapuri Colony, Punjagutta, Hyderabad - 500 082
Ph: 040- 40334829 Fax No: 040- 40334818
Email Id :email@example.com
x. Dematerialization of Shares and Liquidity:
Trading in equity shares of the company is permitted in dematerialized form as per notification issued by SEBI. The company's shares are available for trading in depository system, of both National Security Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL).
The ISIN of dematerialised shares of the company allotted by NSDL & CDSL is "INE096I01013".
xi. Address for Investor correspondences:
Any of the investor contact the Registrar and Transfer Agent M/s. Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500 032. The Contact numbers for any type of query are Phone No(s): 040-67161500 and for any other query anybody can contact the Registered Office / Corporate Office of the Company. The details of address are mentioned above.
In addition to that pursuant to Clause 47(f) of the Listing Agreement we have created an e-mail ID (firstname.lastname@example.org ) for the investor grievances. The same is displayed at the website of Bombay Stock Exchange Limited. Hence the investors are requested to contact through mail for any type of grievances.