REPORT ON CORPORATE GOVERNANACE
Corporate Governance refers to the systematic process by which businesses are operated, regulated and controlled to enhance their wealth generating capacity and fulfill social obligation. Good corporate governance practices provides a structure that meet the aspirations of all stakeholders including societal expectations by ensuring that the enterprise adheres to accepted ethical standards and best practices as well as to formal laws. Governance practices may vary but the principles are generic and universal, viz- constant improvement and sustainable value creation for all stakeholders. Stakeholders include everyone ranging from the board of directors, executive management, and shareholders to customers, employees, suppliers, financers and society at large.
With the increasing complexities in business of organizations, the demand for sound governance practices have become indispensable.
Associated Alcohols & Breweries Limited (AABL) has an aspiration of becoming a global conglomerate and hence has a strong focus on adherence of corporate governance standards globally benchmarked. Besides complying with the prescribed corporate practices as per Clause 49 of the Listing Agreement, it voluntarily governs itself as per highest ethical and responsible standard of business.
This chapter, along with the chapters on Management Discussion and Analysis and Additional Shareholders Information, reports AABL's compliance with Clause 49 of Listing Agreement highlighting the additional initiatives taken in line with international best practices.
CORPORATE GOVERNANCE PHILOSOPHY
AABL's philosophy is to constantly endeavor to achieve business excellence and optimize long term value for future growth and ensure that the ambitious plans are achieved in sustainable perspective through ethical business conduct. Thus, AABL philosophy on Corporate Governance is aimed at the attainment of highest level of transparency, accountability and compliance of laws in all facets of operations, leading to best standards of Corporate Governance. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. It is AABL belief that good ethics make good business sense and our business practices are in keeping with this spirit of maintaining the highest level of ethical standards.
The Company has established systems and procedures to ensure that its board of directors is well informed and well equipped to fulfill its overall responsibilities and to provide the management with the strategic direction catering to exigency of long term shareholders value. It's initiatives towards adhering to highest standards of governance include: self governance; fair and transparent processes and reporting systems and going beyond the mandated Corporate Governance code requirements of SEBI. Being a value driven organization the Company envisages attainment of the highest level of transparency, accountability and equity in all facets of its operations including everyone it works with, the community it is in touch with and the environment it has an impact on.
Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target. The Company has complied with the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, which deals with the compliance of Corporate Governance requirements as detailed below:
BOARD OF DIRECTORS
In terms of the Company's Corporate Governance policy, all statutory and other significant and material information are being placed before the Board to enable the Board discharge its responsibilities of strategic supervision of the Company.
The primary role of the Board is that of trusteeship to protect and enhance shareholder value through strategic supervision. The Board ensures that the Company has clear goals relating to shareholder value and its growth. The Board, as part and parcel of its functioning, also periodically reviews its role.
Mrs. Dishita Tibrewal appointed as Additional Director of your Company with effect from 27.03.2015 your board of director would like to avail their experience and expertise.
COMPOSITION OF THE BOARD
The Company Board is a balanced Board, comprising Executive and Non-Executive Directors. As on 31st March 2015, the Board consisted of Four (4) Directors, out of which one (1) Executive and three (3) Non- executive and Independent Directors, who are having expertise in their respective functional areas and capable of bringing in a wide range of managerial skills and business and professional acumen.
The Board has a formal schedule of matters reserved for its consideration and decision which includes reviewing Company's performance, ensuring adequate availability of financial resources and reporting to shareholders. During the year under review the Board met Twenty Two (22) times and there was no gap exceeding 3 month between any two meetings as stipulated under Clause 49. Board members ensure that their other responsibilities do not have material impact on their responsibilities as a Director of the Company.
Number of Board Meetings
During the year, Twenty two (22) Board Meetings were held on 4th April, 2014, 5th June, 2014, 9th June, 2014, 23rd June, 2014, 5th July 2014, 26th July, 2014, 30th July, 2014, 14th August 2014, 15th September 2014, 11th October, 2014, 5th November 2014, 14th November, 2014. 17th, November, 2014. 20th November, 2014. 5th January 2015, 16th January, 2015. 20th January 2015, 5th February, 2015. 14th February 2015, 14th March, 2015. 20th March, 2015 27th March, 2015.
COMMITTEES OF THE BOARD
To enable better and more focused attention on the affairs of the Company, the Board has delegated specific matters to Committees of the Board set up for the respective purpose. The requirement that a Director shall not be a member of more than ten Committees and Chairman of more than five Committees has been complied with while constituting the Committee of Directors.
(1) AUDIT COMMITTEE
The Audit Committee constituted as per the requirements of the provisions of Section 178(1) and in compliance of the requirements of Clause 49 of the Listing Agreement.
TERMS OF REFERENCE
To consider the scope ofaudit review, the effectiveness ofthe system of internal control, risk management and statutory compliances.
2). STAKEHOLDER RELATIONSHIP COMMITTEE
The Committee constituted under section 178(5) of the companies Act, 2013 to attend and address the Shareholders' and Investors' grievances. This Committee meets periodically to approve transfer of shares and resolve investor's grievances, if any. The Committee overseas the performance of Registrars and Transfer Agents and recommends measures for overall improvement of the quantity of investor services
Details of materially significant related party transactions:
The Company does not have any related party transaction that may have a potential conflict with interests of the Company. The Company has complied with all the requirements of regulatory authorities on capital market and no penalties or strictures have been imposed against it by Stock Exchange or SEBI or other Statutory Authorities during last three years.
(7) MEANS OF COMMUNICATION:
Quarterly results are taken on record by the Board of Directors, and submitted the same to the Stock Exchange in terms of requirements of Clause 41 of the Listing Agreement along with Publication of Quarterly results in newspapers.
The Management Discussion and Analysis Report forms part of Directors' Report.
(8) GENERAL SHAREHOLDER INFORMATION.
Annual General Meeting
Date Venue : 28th September 2015 " Shripati Singhania Hall" Rotary Sadan, 94/2, J. L. Nehru Road, Kolkata - 700 020
Time : 03s:t00 PM h
Book Closure date : 21st September 2015 to 28th September 2015
Dividend payment date : 03.10. 2015
Listing on Stock Exchange : Bombay Stock Exchange
Annual Listing Fee: Annual listing fee for the Year 2015-16 of the Stock Exchange have been paid Custodial Fees to Depositories: Fee for the year 2015-16 to NSDL and CDSL has been paid.
REGISTRAR & TRANSFER AGENTS:
Ankit Consultancy Pvt. Ltd., 60, Electronics Complex, Pardeshipura, Indore - 452010. Phone No. 0731-2551745 / 2551746 E-mail: firstname.lastname@example.org
SHARE TRANSFER SYSTEM:
The Share transfer work and dematerialization/re-materialization work is assigned to M/s. Ankit Consultancy Pvt. Ltd., the Registrars and Share transfer Agent. Shares in physical form sent for transfer are normally registered and returned within a month from the date of receipt, if the documents are found in order in all respects. The Company has entered into agreement with CDSL and NSDL to facilitate holding of shares of the Company in dematerialized form
DEMATERIALIZATION OF SHARES AND LIQUIDIZING:
92.01 % of the Company's share capital is held in dematerialized form as on 31st March 2015. The company's shares are being regularly traded on the Bombay Stock Exchange., ISIN in CDSL and NSDL for Company's equity shares is INE 073G 01016. The code for the Share on Bombay Stock Exchange is 507526.
DECLARATION OF CODE OF CONDUCT AND ETHICS
The Board of Directors of the company has laid down code of conduct and ethics for the company, its directors and senior employees. All the Directors and the senior employees covered by the code affirmed compliance with code on an annual basis.
The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline.
The Code of Conduct is available on the website of the Company www.associatedalcohols.com All Board members and senior Management personnel affirm compliance with the Code of Conduct annually.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The company has a vigil mechanism named fraud and risk management policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of strength, performance and passion and in line with our vision of being one of the most respected companies in India, the company is committed to high standard of corporate governance and stakeholder responsibility.
The company has a fraud risk management policy to deal with instance of fraud and mismanagement, if any the fraud risk management policy ensures that strict confidentiality is maintained while dealing with concern and also that no discrimination will be meted out to any person for genuinely raised concern
PREVENTION OF INSIDER TRADING
The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the directors and designated employee of the company. The code requires pre-clearance for dealing in the company's shares and prohibits the purchase of sale of the company's shares by the director and designated employee while possession of unpublished price sensitive information n relation to the company and during the period when the trading window is closed. The board is responsible for implementation of the code.
All board of directors and designated employee has confirmed compliance with the code.
MANAGEMENT RESPONSIBILITY STATEMENT
The Management of Company accepts responsibility for the integrity and objectivity of these financial statements, as well as for estimates and judgments relating to matters not concluded by the year-end. The management believes that the financial statements reflect fairly the form and substance of transactions and reasonably presents the company's financial condition, and results of operations. To ensure this, the company has installed a system of internal controls, which is reviewed, evaluated and updated on an ongoing basis. Our internal auditors have conducted periodic audits to provide reasonable assurance that the company's established policies and procedures have been followed. However, there are inherent limitations that should be recognized in weighing the assurances provided by any system of internal controls.
These financial statements have been audited by M/s B. K. Agrawal & Co., Kolkata and M/s M.D. Agrawal & Co., Chartered Accountants, the Statutory Auditors of the Company.
For and on behalf of the Board of Directors
Director DIN - 01892892
Whole Time Director DIN - 00736991
Date: 30th May 2015