CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company believes in good Corporate Governance, which is an integral part of its business ethics. Through Corporate Governance, the company wants to achieve highest level of transparency, accountability and equity in all its activities and functions. The overall target is to enhance the value of the stakeholders by providing them with all sorts of information with regard to the functioning of the Company and remain committed to the highest level of customer satisfaction and high standard of business ethics in the long run. The Company firmly believes that over a period of time all its operations and actions must serve the underlying goal of enhancing overall shareholders value.
2. BOARD OF DIRECTORS:
The Board of Directors presently consists of Nine Directors comprise of Seven Non-Executive Directors (NED) of which Five are Independent. The Board does not have a permanent Chairman. At each Board Meeting, Directors present elect one amongst themselves as the Chairman of the Meeting. Four Board Meetings were held during the Financial Year ended 31st March 2015 on 19th April 2014, 25th July 2014, 31st October 2014 and 27th January 2015. Attendance and other details are given below:
The Board periodically reviews Compliance Reports of all laws applicable to the Company and has put in place procedure to review steps to be taken by the Company to rectify instances of non-compliances, if any.
The Company has a Code of Conduct for Management Cadre Staff which is strictly adhered to. In terms of Clause 49 of the Listing Agreement and contemporary practices of good corporate governance, a Code of Conduct was laid down by the Board for all the Board Members and Senior Management of the Company. The said code is available on the Company's website (www.arotile.com). All the Board Members and Senior Management Personnel have affirmed compliance with the said Code. This Report contains a declaration to this effect signed by the Managing Director
3. AUDIT COMMITTEE
The Company has an Audit Committee of Directors. The "Terms of Reference" of the Committee are in conformity with the provisions of Section 177 of the Companies Act 2013 and Rules 6 of Companies (Meetings of Board and its Powers) Rules 2014 and
Clause 49 of the Listing Agreement with the Stock Exchanges. The Audit Committee is consists of four Non-Executive Directors namely Shri Dinesh Chandra Kothari (Chairman of the Committee), Shri Kasturi Lal Arora, Shri Rahul Gupta and Shri Pradeep Kumar Jain of which three are Independent. Company Secretary acts as the Secretary of the Committee. During the Financial Year ended 31.03.2015, four meetings of the Audit Committee were held. Date of meetings (number of members attended): 19.04.2014 (3), 25.07.2014(4), 31.10.2014(3) and 27.01.2015(3).
4. NOMINATION AND REMUNERATION COMMITTEE
The Company has an Nomination and Remuneration Committee. The "Terms of Reference" of the Committee are in conformity with the provisions of Section 178 of the Companies Act 2013 and Rules 6 of Companies (Meetings of Board and its Powers) Rules 2014 and Clause 49 of the Listing Agreement with the Stock Exchanges. The Nomination and Remuneration Committee is consists of four Non-Executive Directors namely Shri Dinesh Chandra Kothari (Chairman of the Committee), Shri Rahul Gupta Shri Kasturi Lal Arora, and Shri Pradeep Kumar Jain of which three are Independent. Company Secretary acts as the Secretary of the Committee. During the Financial Year ended 31.03.2015, two meetings of the Nomination and Remuneration Committee were held. Date of meetings (number of members attended): 19.04.2014 (3), 31.10.2014(3).
5. NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of the Companies Act 2013 and clause 49 of the Listing Agreement, the Company has a Nomination and Remuneration Policy which is disclosed below.
Criteria for recommending a person to become Director:
The Committee shall take into consideration the following criteria of qualification, positive attributes and independence for recommending to the Board for appointment of a Director:
Qualification & Experience:
The incumbent shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, operations, corporate governance, education, community service or other disciplines.
The incumbent Director may possess one or more of the following attributes/qualities:
- Respect for and strong willingness to imbibe the Company's Core Values
- Honesty and professional integrity.
- Strategic capability with business vision.
- Entrepreneurial spirit and track record of achievement.
- Ability to be independent and capable of lateral thinking.
- Reasonable financial expertise.
- Have contacts in fields of the business/Corporate World/Finance/Chambers of commerce & industry.
- Can effectively review and challenge the performance of management.
In case the proposed appointee is an Independent Director, he should fulfill the criteria for appointment as Independent Director as per the provisions of the Act, Listing Agreement with Stock Exchanges and other applicable laws & regulations. "He" or "his" as mentioned in this policy includes any gender.
The incumbent should not be disqualified for appointment as Director pursuant to the provisions of the Act or other applicable laws & regulations
The Committee will recommend to the Board appropriate compensation to Executive Directors subject to the provisions of the Act, Listing Agreement with Stock Exchanges and other applicable laws & regulations. The Committee shall periodically review the compensation of such Directors in relation to other comparable companies and other factors, the Committee deems appropriate. Proposed changes, if any, in the compensation of such Directors shall be reviewed by the Committee subject to approval of the Board.
The Board will review the performance of a Director as per the structure of performance evaluation.
The Committee will review from time to time Board diversity to bring in professional performance in different areas of operations, transparency, corporate governance, financial management, risk assessment & mitigation strategy and human resource management
in the Company. The Company will keep succession planning and Board diversity in mind in recommending any new name of Director for appointment to the Board. It will be Committee's endeavour to have atleast one Director from the following fields:
a) Accounting and Corporate Finance
b) Legal and Coporate Laws
c) Business, Management and Corporate Strategy
Eligibility Criteria & Remuneration of Key Managerial Personnel and other Senior Management Personnel
The eligibility criteria for appointment of key managerial personnel and other senior management personnel shall vary for different positions depending upon the job description of the relevant position. In particular, the position of key managerial personnel shall be filled by senior personnel having relevant qualifications and experience.
The Compensation structure for Key Managerial Personnel and other senior management personnel shall be as per Company's remuneration structure taking into account factors such as level of experience, qualification and suitability which shall be reasonable and sufficient to attract, retain and motivate them. The remuneration would be linked to appropriate performance benchmarks.
The remuneration may consist of fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
6. REMUNERATION PAID TO DIRECTORS
a) Executive Directors: The aggregate value of Salary, HRA paid during the Financial Year ended 31st March 2015 to Shri Sunil K. Arora, Managing Director was Rs.1,35,00,000/- plus commission of Rs. 75,00,000/-. Shri K.Raghavendra Acharya, Executive Director was paid Salary, HRA & other allowances for Rs.5,79,887/-.
b) Non-Executive Directors: During the year 2014-2015, the Company has paid sitting fees aggregating to Rs. 2,65,000/-& Conveyance fee Rs.1,20,000/- & Committee meeting fee of Rs.95,000/- to all the Non-Executive Directors for attending the meetings of Board and/or Committee thereof. In addition to sitting fees Rs.10,00,000/- each was paid as commission to Shri Kasturi Lal Arora and Smt. Sujata Arora, Non-Executive Directors.
7. STAKEHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE
The Company has Stakeholders'/ Investors' Grievance Committee at the Board Level which consists of three Directors, namely Shri Kasturi Lal Arora (Chairman of the committee), Shri Sunil K Arora and Shri Dinesh Chandra Kothari. The composition of the committee is in conformity with clause 49 of the Listing Agreement with the Stock Exchanges. Shri Sabyasachi Panigrahi, Company Secretary is the Compliance Officer of the Committee who overseas the investors grievances including Transfer/Transmission of Equity Shares, De-materialisation /Re-materialisation of Equity Shares, non-receipt of Dividend, Annual Reports etc. All the complaints received by the Company have been resolved promptly to the satisfaction of the Shareholders. All the valid requests for transfer of Equity Shares in physical form were processed in time and there are no pending transfers of Equity Shares.
a) Disclosures on materially significant related party transactions, i.e. transactions of the Company of material nature, with its Promoters, the Directors or the Management or relatives etc. that may have potential conflict with the interest of the
Company at large: NONE. Suitable disclosures as required by Accounting Standard (AS-18) on Related Party Transactions has been made in the Annual Report. The Company has also formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. This policy is available on the Company's website.
b) Details of Non-Compliances by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any other Statutory Authorities, on any matter related to Capital Market, during the last three years: There was no cases on non-compliances of any matter related to Capital Market during last three years
c) CSR Committee
The CSR Committee is comprises of Shri Dinesh Chandra Kothari (Chairman), Smt. Sujata Arora and Smt. Vanita Sood as other members.
d) Vigil Mechanism/Whistle Blower Policy
The vigil mechanism of the Company is in place which also includes a whistle blower policy in terms of Listing Agreement. Protected disclosure can be made by a whistle blower through a letter to the Chairman of the Audit Committee.
MEANS OF COMMUNICATION
Quarterly, Half-yearly and Annual results are normally published in the leading English newspaper, namely, Financial Express, MINT, Hindu Business Line, Pioneer and Veer Arjun, having wide circulation and promptly furnished to the Stock Exchanges for display on their respective websites. The financial results are also displayed on the Company's website www.arotile.com "Management Discussion and Analysis" and 'Shareholders Information' forms part of the Annual Report.
Registered Office: 1001, 10th floor, DLF Tower 'A', Jasola, New Delhi 110025 (CIN : L74899DL1988PLC031510)
Annual General Meeting
Day & Date : Friday, the 11th September 2015
Time : 10.30 A.M.
Venue : Lakshmipat Singhania Auditorium, PHD Chamber of Commerce and Industry, PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi 110016
b) As required under clause 49(IV)(G)(i), a brief resume and other particulars of the appointment of Directors retiring by rotation at the aforesaid Annual General Meeting and seeking re-appointment are being given in the Explanatory Statement to the Notice convening the said meeting.
(iii) Financial Calendar (Tentative) Financial Reporting
• for the quarter ending 30.06.2015
• for the half-year ending 30.09.2015
• for the quarter ending 31.12.2015
• for the year ending 31.03.2016
Within 45 days of the end of the quarter
(If unaudited) (If audited) : Within 60 days of the end of the quarter
• Annual General Meeting for the Financial Year ending 2015-16 : Between July and September 2016
(iv) Date of Book Closure : From 05.09.2015 to 11.09.2015(both days inclusive)
(v) Dividend Payment Date : Before 10th October 2015
(vi) Listing on Stock Exchange
: The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Limited (NSE). Annual Listing Fee for the Financial Year 2015-16 has been paid to BSE and NSE.
(vii) Security Code for Company's Equity Shares on Bombay Stock Exchange Ltd. and ISIN No.: BSE: 513729, NSE: AROGRANITE/EQ, ISIN No.: INE210C01013
(xi) Share Transfer System:
All valid requests for transfer/transmission of Equity Shares in physical form are processed within a period of 15 days from the date of receipt thereof and the share certificates duly transferred are immediately returned to the transferee/lodger. In the case of Equity Shares in electronic form, the transfers are processed by NSDL/CDSL through the respective Depository Participants.
(xii) Dematerialisation of Shares & Liquidity:
Trading in the Equity Shares of the Company is permitted only in dematerialised form. Shareholders may therefore, in their own interest, dematerialise their holdings in physical form, with any one of the Depositories namely NSDL and CDSL. The ISIN No. for Equity Shares of the Company for both the depositories is INE210C01013. As on 31st March 2015, 95.80 % of the Equity Shares stand dematerialised. It may be noted that in respect of shares held in demat form, all the requests for nomination, change of address, ECS, Bank Mandate and rematerialisation etc. are to be made only to the Depository Participant (DP) of the Shareholders.
(xiii) Outstanding GDRs/ADRs/Warrants/Options or any convertible instruments, conversion date and it's likely impact on Equity There are no outstanding GDRs/ADRs/Warrants of the Company.
(xiv) Corp. Off. & Works
At: Koneripalli Village, Via: Shoolagiri Taluk: Hosur, Dist: Krishnagiri Tamil Nadu 635 117
(xV) Address for Correspondence regarding share transfers and other matters
Aro granite industries ltd. Regd. Office
1001, 10th Floor DLF Tower 'A', Jasola New Delhi 110 025 Phone No.: 91-11-41686169 Fax No.: 91-11-26941984 E mail: firstname.lastname@example.org
Registrar & Transfer Agent (RTA) M/s Alankit Assignments Limited Alankit House, 4E/2, Jhandewalan Extension New Delhi 110055 Phone No: 91-11-23541234 91-11-42541234 Fax No.: 91-11-23552001, E mail: email@example.com
This is to confirm that all the Directors and Senior Management Personnel of the Company have affirmed compliance with the code of conduct for Directors and Senior Management adopted by the Board.
Sunil K Arora