CORPORATE GOVERNANCE REPORT PHILOSOPHY OF THE COMPANY
Transparency and accountability are the two basic tenets of corporate governance. At B&A we feel proud to belong to a company whose visionary founder; Late Hemendra Prasad Barooah laid the foundation stone of good governance long back by meeting expectations of the employees, stakeholders and investors of the company. The Board of Directors is responsible for and committed to sound principles of corporate governance in the company. The Board plays a crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders.
I. BOARD OF DIRECTORS
i) Composition and Changes: The Board of Directors as on 31st March 2015 consisted of nine members, comprising of:
a. five independent directors
b. two non-executive rotational directors
c. one non-executive additional director and
d. one whole time director
Mrs. Anuradha Farley, non-executive director is the Chairman of the Board. The composition of the Board is in conformity with clause 49 of the Listing Agreement. The particulars of the change in the composition of the directorate during the financial year ended 31st March 2015 are detailed below:
II. COM MITTEES OF THE B OARD
1. AUDIT COMMITTEE
a. Terms of reference: The Audit Committee of the Company was reconstituted in terms of section 177 of the Companies Act'2013 and revised norms of Corporate Governance as stated in clause 49 of the Listing Agreement. The primary objective of the Audit Committee of Directors is to discharge responsibilities relating to overseeing the financial reporting process, surveillance of internal controls, and initiate, regulate, monitor the Internal, Statutory and Cost Audit functions of the company and inter alia performs the following functions :
0) Recommending appointment, remuneration and terms of appointment of Auditors of the company.
(ii) Reviewing and monitoring the Auditor's independence and performance and effectiveness of audit process.
(iii) Reviewing and examining of annual and quarterly financial statements and the Auditor's report thereon.
(iv) Overseeing the company^ financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
(v) Approve or modify subsequently any transactions of the company with related parties.
(vi) Scrutinize inter corporate loans and investments.
(vii) Initiate valuation of the undertakings or assets of the company, wherever it is necessary.
(viii) Evaluate of internal financial controls and risk management systems.
(ix) Monitoring the end use of funds raised through public issues and other offers and related matters.
(x) Review with the management performance of Statutory and Internal Auditors, adequacy of the internal control systems and reviewing adequacy of internal audit functions.
(xi) Review the substantial defaults in the payment to depositors, debenture holders, and shareholders of the company.
(xii) Review of the functioning of the whistle blower mechanism.
(xiii) Such other functions that may be delegated by the Board to the Committee from time to time.
b. Composition, Meetings and Attendance: The Audit Committee comprises of three Directors, all of them are independent. Mr. Anjan Ghosh, Chartered Accountant, acts as the Chairman of the Committee. Audit Committee met five times during Financial Year 2014-15 on 24th May 2014, 1st August 2014, 7th November 2014, 21st November 2014 and 3rd February 2015. The composition of the Audit Committee and attendance of the members during financial year 2014-15 are as follows:
2. The Managing Director, Head of Garden Operations, Internal and Statutory Auditors are invited to attend the Audit Committee Meetings. The Chairman of the Audit Committee was present in the Annual General Meeting and Extraordinary General Meeting held on 27th September 2014 and 5th January 2015.
NOMINATION AND REMUNERATION COMMITTEE
Terms of reference: The Nomination and Remuneration Committee of the Directors was reconstituted in terms of section 178 of the Companies Act'2013 and revised Clause 49 of the Listing Agreement with the Bombay Stock Exchange. The role of the Nomination and Remuneration Committee inter alia includes recommending to the Board appointment, removal and compensation of the Directors and Key Managerial Persons.
Composition, Meetings and Attendance: The Nomination and Remuneration Committee comprises of three Directors all of them are non-executive and majority of them are independent. Mr. Anjan Ghosh acts as the Chairman of the Committee. In the FY 2014-15 two committee meetings were held on 24th May, 2014 and 7th November 2014. The Chairman of the committee has attended all general meetings held during the year. The composition of the Committee and attendance of the members during financial year 2014-15 are as follows:
Mr. D. Chowdhury, Company Secretary acts as the Secretary of the Committee.
c. Remuneration Policy: A nomination and remuneration policy as recommended by Nomination and Remuneration Committee of Directors and approved by the Board has been formulated. The said policy is available at the website of the company at <https://www.barooahs.com>
d. Details of Rem uneration Paid to the Directors: During the financial year 2014-15, Non-Executive Directors of the Company were paid sitting fees of Rs. 10,000/- for attending each meeting of the Board of Directors and Audit Committee and Rs. 6,000/- for attending meetings of Investor Grievances Committee, Remuneration Committee and Corporate Social Responsibility Committee. Besides sitting fees, the Non-Executive Directors of the company were not paid any other remuneration or commission except reimbursement of conveyance expenses. Managing Director was paid remuneration as approved by the shareholders. Mr. L. Rahman waived his sitting fees for the financial year 2014-15. The details of the payments made to the Directors during the financial year ended 31st March 2015 are given below:
e. Particulars of Remuneration: Managing Director and the other Key Managerial Personnel are paid monthly remuneration as approved by the Board on the recommendation of the Nomination & Remuneration Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force and approved by the shareholders and Central Government, wherever required.
In terms of rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 the following statement depicts the necessary disclosure with regards to remuneration paid to Directors and Key Managerial Personnel vis-a-vis compensation of the employees and market performance of the company' securities:
3. STAKEHOLDERS' RELATIONSHIP COMMITTEE
a. Description, constitution and terms of reference: The Board has constituted Stakeholders Relationship Committee'in compliance with section 178 of the Companies Act'2013 and clause 49 of the listing agreement. The Stakeholders Relationship Committee oversees the process of grievance redressal of the company. The committee is presided by Mr. A. Chowdhuri, non-executive director, as Chairman and Mr. Somnath Chatterjee, acts as member. The shareholders grievances are handled by the company RTA in consultation with the secretarial department of the company. Mr. D.Chowdhury, Company Secretary acts as Secretary of the Comittee and is in charge of the shareholders grievances cell.
Shareholders grievances: The Company has received 9 nos. of investor complaints during the year and all of them have been resolved with in stipulated time.
SHARE TRANSFER COMMITTEE
The Board has delegated power to a Committee consisting of Mr. Somnath Chatterjee, Mr. Anjan Ghosh and Mr. Amit Chowdhuri, Directors of the company to attend formalities relating to transfer of shares and ratify the transfers. The committee attends once in a fortnight to oversee share transfer formalities and meets when required.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Description, constitution and terms of reference: The Board has constituted Corporate Social Responsibility (CSR) Committee in compliance with section 135 of the Companies Act'2013. Mr. P.K.Datta, an Independent Director, chairs the committee. The role of CSR committee includes recommending to the Board the CSR policy, connected CSR activities to be undertaken and proper implementation of the CSR initiatives of the company.
Composition, Meetings and Attendance: Corporate Social Responsibility Committee met four times during Financial Year 2014-15 on 27th September 2014, 7th November 2014, 5th January 2015and 3rd February 2015. The composition of the CSR Committee and attendance of the members during financial year 2014-15 are as follows:
PROFILE OF DIRECTORS SEEKING APPOINTMENT
Mr. Prabir Kumar Datta, a retired IAS officer has served in different capacities including Chief Secretary to the Government of Assam. Born in 1943, Mr. Datta holds Post Graduate Degree in Economics and Diploma in Labour Laws. He seeks appointment as an Independent Director'in the ensuing annual general meeting. He does not hold any shares in the company or have or had any material pecuniary relationship with the company, its subsidiary or associate company or their promoters or directors during the two immediate preceding financial years or during the current financial year and has given necessary declaration to this effect.
Mr. Rajkamal Bhuyan, born in 1956, is a Post Graduate in Economics and Chartered Accountant. He is a reputed businessman of Assam and has promoted several construction projects. Mr. Bhuyan is a Director of Premier Cryogenics Ltd. and is a member of the Assam State Construction Workers' Welfare Board. Mr. Bhuyan seeks appointment as an Independent Director' in the ensuing annual general meeting. He does not hold any shares in the company or have or had any material pecuniary relationship with the company, its subsidiary or associate company or their promoters or directors during the two immediate preceding financial years or during the current financial year and has given necessary declaration to this effect.
Mrs. Anuradha Farley born in 1954is the elder daughter of Late Hemendra Prasad Barooah founder and erstwhile Chairman of the company. She has been educated in India and United States and holds an associate degree of Summa cum laude. Mrs. Farley seeks reappointment as a rotational director. She holds 4,800 shares in the company.
Mr. Anjan Ghosh, born in 1949, Chartered Accountant by profession, was associated with J. Thomas Group of Companies, a reputed tea broking house at Kolkata where he was elevated to Vice Chairman and Managing Director. Currently he works as a corporate consultant. He does not hold any shares in the company or has or had any material pecuniary relationship with the company, its subsidiary or associate company or their promoters or directors during the two immediate preceding financial years or during the current financial year and has given necessary declaration to this effect. He seeks appointment as an Independent Director'in the ensuing annual general meeting.
E. Mr. Bhramar Kumar Mahanta, born in 1949, has 39 years'experience as a tea taster & auctioneer. In his long career he has been associated with reputed tea broking houses like, Tea Brokers (Guwahati) Pvt. Ltd, Eastern Tea Brokers Pvt. Ltd and Paramount Tea Marketing (P) Ltd. Currently he is Managing Director of Assam Tea Brokers Pvt. Ltd. He is seeking appointment as rotational director in the company
VI. MEANS OF COMMUNICATION
a. Quarterly, Half Yearly and Annual Results: Quarterly, half yearly and annual financial results are being published in English, in "Business Standard'Kolkata edition and in Assamese, in "Dainik Agradoot." The results are also displayed in the website of the company at www.barooahs.com
b. Presentation: No presentation has been made to institutional investors/analysts. Audited Financial results including official news releases are being disseminated at the web portal of Bombay Stock Exchange.
The investors can directly contact the Company Secretary via landline 033 40047472 or email at email@example.com
c. Management Discussion & Analysis: Management Discussion and Analysis Report in a part of Annual Report.
VII. GENERAL SHAREHOLDERS INFORMATION
a. Annual General Meeting:
Day, Date, Time - Tuesday, 15th September, 2015 at 10.30 a.m.
Venue - Registered Office of the Company at : Indu Bhawan, Mahatma Gandhi Road, Jorhat-785001
b. Financial Year: The financial year of the company is 1st April to 31st March. For the year ended 31st March, 2015 financial calendar was:
Audited financial results for 1st Quarter ended 30th June 2014 : 1st August 2014 : 2nd August 2014
Audited financial results for 2nd Quarter ended 30th September 2014 ; 7th November 2014 : 8th November 2014
Audited financial results for 3rd Quarter ended 31st December 2014 : 3rd February 2015 : 4th February 2015
Audited financial results for 4th Quarter ended 31st March 2015 : 26th May 2015 : 27th May 2015
Date of Book Closure: For the purpose of Annual General Meeting the period of book closure is from 9th September, 2015 to 15th September, 2015 (both days inclusive).
Dividend Payment Date: Dividend for the financial year 2014-15 as recommended by the Board of Directors, if declared by the shareholders in the Annual General Meeting will be paid on or after 21st September, 2015.
Listing on Stock Exchanges, Stock Code & Dematerialization: The equity shares of the company are listed on Bombay Stock Exchange Ltd (BSE). The Stock Code of the company in BSE is 508136. The equity shares are traded in ^'segment of the exchange. The monthly volume of turnover of the stocks in BSE remained around 1.18 lac shares for the financial year 2014-15. The annual listing fees for the financial year 2014-15 and 2015-16 has been paid to BSE. The annual custodian fees for the financial year 201415 has been paid to National Securities Depository Ltd (NSDL) and Central Depository Services Ltd (CDSL).
Registrar and Transfer Agents: In terms of the directive of SEBI, the company has appointed MCS Share Transfer Agent Ltd as its Registrar and Share Transfer Agent, to handle its entire share related work, both in physical and demat mode. The investors can reach the RTA at the following address:
MCS Share Transfer Agent Ltd 12/1/5, Monohorpukur Road, (Ground Floor), Kolkata- 700026 © 033 4072- 4051 (3 lines) © 033 4072- 4050 (Fax) > firstname.lastname@example.org
k. Dematerialization of shares and liquidity: In terms of directive given by SEBI, the equity shares of the company are compulsorily traded in dematerialized form in BSE. The company has custodian arrangements with National Securities Depository Ltd (NSDL) and Central Depository Services Ltd (CDSL) who act as 'Depository'of the company' equity shares. Investors can approach to any depository participant registered with either of the depositories to hold companies shares in demat form. As on 31st March 2015, 93.73% of the company's paid up equity capital representing 29,05,746 shares were held in dematerialized mode.
l. ISIN: The International Securities Identification Number (ISIN) of the company's shares in the demat mode as allotted by NSDL and CDSL is INE489D01011.
m. Outstanding GDRs/ADRs/Warrants/Convertible instruments: The Company has not issued any GDR/ADR/Wa rra nts/ Convertib le instruments.
n. Plant Locations: The Company operates seven tea estates namely, Salkathoni, Mokrung, Samaguri, Gatoonga, Barasali, Kuhum and Sangsua which are located in Jorhat, Golaghat and Sibsagar districts of Assam. The Company also operates Govindapur Tea Estate of Buragohain Tea Co. Ltd which is under the process of amalgamation with the company. The locations of tea factories of the company are as under:
Plant Location Address
Salkathoni Tea Factory : Salkathoni Tea Estate, P.O. Sapekathi, Dist. Sibsagar, Assam
Gatoonga Tea Factory : Gatoonga Tea Estate, P.O. Gatonga, Assam
Mokrung Tea Factory : Mokrung Tea Estate, P.O. Furkating, Assam
o. Address for correspondence by Shareholders: Any shareholders grievance could be directly made to: Mr. D. Chowdhury, Company Secretary C/o, B&A Ltd, 113, Park Street, 9th Floor, Kolkata- 700016 © 033 40047472 > email@example.com
p. Compliance with SEBI (Insider Trading Regulations) 2015: In compliance with SEBI (Insider Trading) Regulations 2015 which has come into effect from 15th May 2015, the company has adopted two set of policies to govern norms for fair disclosure of unpublished price sensitive information and to regulate, monitor and report trading by the employees and other connected persons of the company. These two policies namely, 'Code of Fair Disclosure of Unpublished Price Sensitive Information of the Company' and 'Code of Conduct of Insiders of the Company' are available at the website of the company at <https://www.barooahs.com>.
q. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act' 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act'2013. The said policy may be viewed at the website of the company at <https://www.barooahs.com>. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the summary of sexual harassment complaints received and disposed off during the year:
No. of complaints received: Nil
No. of complaints disposed of: Not applicable
(i) As provided under Clause 49. II. E of the Listing Agreement with the Stock Exchange, all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Company during the year ended March 31, 2015.
(ii) The Financial and Cash Flow Statements for the financial year ended 31st March 2015 as appended with the report have been prepared in compliance with the conditions as stipulated in clause 49 IX A of the Listing Agreement.
(iii) The company has complied with the conditions as stipulated in clause 49 IX A, B, C & D of the Listing Agreement.
(iv) the remuneration paid during the year to the Directors and Key Managerial personnel are in conformity with the Remuneration policy of the Company.
For and on behalf of B&A Ltd
Date: 31st July, 2015