Report on Corporate Governance 2014
1. Company's Philosophy on Code of Governance:
Corporate Governance is about managing business in an ethical and responsible manner. The Company places a strong emphasis on transparency, empowerment, accountability and integrity with the objective of continuously enhancing value for all its stakeholders. Implicit in this philosophy is also the recognition and demonstration of a two way communication between the Company and its Members.
Code of Conduct
The Company has adopted a Code of Conduct for all Board Members and the Senior Management Team of the Company. All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. A Declaration to this effect, duly signed by the Managing Director is annexed hereunder. The Code of Conduct has been posted on the website of the Company.
2. Board of Directors:
The Board of the Company as at 31st December, 2014, comprised of three Directors (Managing Director and two Non-Executive Directors). The Board is headed by the Executive Managing Director, Mr. A. K Jajodia.
During the year under review, Five (5) Board Meetings were held, the dates being, 26th February, 15th May, 13th August, 17th October and 14th November, 2014. The last Annual General Meeting was held on 27th June, 2014.
The following table gives the requisite details of Directors, their Directorships in other public companies, Chairmanships/ Memberships in Board Committees of other public companies and their attendance at the Board and last Annual General Meeting (AGM) are as under:
3. Audit Committee:
During the year under review, the Audit Committee comprised of the following: Mr. A.K. Jajodia, Mr. Amit Halder and Mr. Amit Kumar Ghosh. Mr. Amit Halder and Mr. Amit Kumar Ghosh are Non-Executive, Independent Directors. All the Members of Audit Committee are financially literate.
During the year under review, four (4) Audit Committee Meetings were held on 26th February, 15th May, 13th August, and 14th November, 2014.
Terms of Reference
The Terms of Reference of the Audit Committee are in accordance with those specified in Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, though the Financial Statements have been prepared following the Companies Act, 1956.
4. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee determines and recommends to the Board the Remuneration including Commission, Perquisites and Allowances payable to the Managing Director as and when the necessity arises.
The Company has adopted a Remuneration Policy and the Policy has been uploaded in the website of the Company.
The Non-Executive Independent Directors were paid a Sitting fees of Rs.10,000 for attending each Meeting of the Board or Audit Committee upto 30th October, 2014. The Sitting fees was increased to Rs.20,000 with effect from 1st November, 2014, for attending each Meeting of the Board or Audit Committee. They were further paid a Sitting Fees of Rs. 1500 for attending each Meeting of the Stakeholders Relationship Committee.
During the year ended 31st December, 2014, the Company did not have any stock option plans for its Directors. No severance fee is payable to the Directors.
There were no pecuniary relationships or transactions between the Non-Executive Directors and the Company, other than those disclosed above.
5 Stakeholders Relationship Committee:
Terms of Reference
The Committee monitors the response of the Company to investor complaints. It is also authorized to approve the issue of duplicate share certificates in lieu of those lost or destroyed.
During the year 19 meetings of the Committee were held.
During the year under review, the following valid requests were complied with:
There are no complaints from Members pending unresolved as at 31st December, 2014. All complaints / requests for transfers etc. from Members during the period were redressed / resolved within a period of 30 days.
(a) Materially significant Related Party Transactions There have been no materially significant Related Party Transactions, pecuniary transactions or relationships between Assam Company India Limited and its Directors for the year ended 31st December, 2014, that may have a potential conflict with the interests of the Company at large.
(b) There were no instances of non compliance by the Company related to penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets during the last three years.
(c) The Company has adopted a Whistle Blower Policy (Vigil Mechanism Policy) and the Policy has been uploaded in tthe website of the Company.
7. Risk Management Committee:
The Committee comprises of the following Directors and Senior Officials :
Mr. Amit Halder Chairman (Non - Executive)
Mr. A.K. Jajodia Member (Managing Director)
Mr. Amit Kumar Ghosh Member (Non - Executive)
Mr. Sanjay Sharma Chief Financial Officer
Mr. Sunil Kumar Vice President - IT
The Committee from time to time informed the Board Members about the risk assessment and minimization procedures.
8. Means of Communication:
a) Quarterly, half-yearly and Annual Financial Results in the forms prescribed in the Listing Agreement are published in The Financial Express/ Business Standard and AzirAssam/Niyomiya Barta (Assamese) and uploaded in the website of the Company.
b) Half-yearly Results are not sent to the Members individually.
c) Management Discussion and Analysis Report forms a part of the Directors' Report.
d) No formal presentation has been made to the Institutional Investors/analysts during the period.
e) The Company's website is www.assamco.com , which also displays official news releases and financial Results.
f) The Company is also making electronic filing of Shareholding Pattern and Quarterly Report on Corporate Governance under BSE Listing Centre of Bombay Stock Exchange Limited and NEAPS mode of National Stock Exchange of India Limited.
9. General Shareholder Information:
Annual General Meeting
Date & Time : 24th June,2015,Wednesday,at11.00a.m.
Venue : Dibrugarh & District Planters' Club, Lahoal, P.O. Dibrugarh, Assam.
Financial Year :
Financial Year of the Company is January to December.
Date of Book Closure :
17th June to 24th June,2015,both days inclusive.
Listing on Stock Exchanges :
National Stock Exchange of India Ltd. (NSE)
"Exchange Plaza" Bandra Kurla Complex Bandra (E), Mumbai - 400 051.
Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
The Company has paid theAnnual Listing Fees fortheyear2014-2015.
NSE - ASSAMCO
BSE - 500024
ISIN No. for NSDL & CDSL
Registrar & Share Transfer Agent:
C. B. Management Services Pvt. Ltd.,
P-22, Bondel Road, Kolkata - 700 019.
Tel: 4011 6700/11/18/23, 2280-6692/93/94 Fax: 2287-0263 Email: firstname.lastname@example.org Website: www.cbmsl.com
The Company's shares are compulsorily traded in the Dematerialized Form under Depository systems of both the National Securities Depository Limited (NSDL) and the Central Depository Services Limited (CDSL).
Share Transfer System:
Securities in physical mode which are lodged for transfer are processed and returned to the Members within the stipulated time, subject to the documents being valid and complete in all respects. The Company adopts the transfer-cum-demat system to facilitate Dematerialization of Shares. The power to approve transfers, transmissions, sub-division, consolidation etc. of the shares has been delegated to the Registrar and Share Transfer Agent (RTA). The Company obtains from a Company Secretary in Practice half-yearly Certificate of Compliance with the share transfer formalities as required under Clause 47 (c) of the Listing Agreement with the Stock Exchanges and files a copy of the Certificate with the Stock Exchanges.
Insider Trading Regulations
To comply with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended in February, 2002, the Company has adopted a code of internal procedures for prevention of any unauthorized trading in the shares of the Company by the insiders. For the year under review, the Chief Financial Officer was appointed as the Compliance Officer for this purpose.
Outstanding GDRs /ADRs /Warrants/ Convertible bonds, conversion dates and likely impact on Equity:
The Principal amount of FCCBs outstanding at the end of the year is USD 3.1 Million. The Company has obtained permission from Reserve Bankof India (RBI) for extending the time for redemption of Outstanding FCCBs beyond the maturity date.
Address for Investors' correspondence for Queries, if any
C. B. Management Services Pvt. Ltd.,
P-22, Bondel Road, Kolkata - 700 019.
Tel : 4011 6700/11 /18/23 2280-6692 /93/94 Fax : 2287-0263
E-mail: email@example.com Website : www.cbmsl.com
Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants.
10 . OFFICES OF THE COMPANY:
Greenwood Tea Estate P.O. Dibrugarh, Assam - 786 001.
52, Chowringhee Road, Kolkata - 700 071.
(i) Girish Chandra Bardalai Path, Bamunimaidam, Guwahati - 781 021
(ii) 2nd Floor, 22, Community Centre, Basant Lok, Vasant Vihar, New Delhi - 110 057.
A. TEA ESTATES:
The Company owns fourteen Tea Estates in the State of Assam.
Doom Dooma :
Doomur Dullung Khoomtaie/ Hajua Mohokutie
B. OIL & NATURAL GAS DIVISION:
The Company has three Oil and Gas Blocks located as follows :
Assam & Nagaland -AA-ON/7
11. Compliance with Clause 47 (f) of the Listing Agreement:
In compliance with the provisions of Clause 47(f) of the Listing Agreement, a separate e-mail ID firstname.lastname@example.org operates as a dedicated ID solely for the purpose of registering Complaints.
12. Compliance Certificate of the Auditors :
The Company has obtained a Certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements. The Certificate is annexed.
COMPLIANCE WITH NON-MANDATORY REQUIREMENTS
The Company has adopted all mandatory requirements of Clause 49 of the Listing Agreements and the status of compliance in respect of non-mandatory requirements stipulated by the said Clause is as under:
• The tenure of Independent Directors is not being restricted to the period of 9 years in aggregate since the Board of Directors is unanimously of the opinion that the length of the tenure on the Board would not have any material negative impact on the performance of Independent Directors and discharge of their duties towards the Company.
• The quarterly / half yearly financial results are published in leading English newspapers and also in Assamese Newspapers circulating in the District where the Registered Office of Company is situated and are also accessible on the Company.s website. The Results are, therefore, not separately circulated to the Members.
• The Directors are kept informed of the latest developments in Laws, Rules and Regulations. The need for formal training on these issues therefore is not felt necessary at present.
• The Company is in the process to constitute a proper guideline and a Committee to prevent the sexual harassment at the Organization.
On behalf of the Board of Directors
Kolkata A.K. Jajodia
27th February, 2015