CORPORATE GOVERNANCE REPORT
[In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V to the said Regulations]
(1) COMPANY'S PHILOSOPHY
The Company strongly believes that establishing good corporate governance practices in each and every function of the organization leads to achieve sustainable growth and enhances long term value for all the stakeholders. The Company always endeavours to carry its business operations in a fair, transparent and ethical manner and also holds itself accountable and responsible to the society it belongs. The Company considers it imperative to abide by the laws and regulations of the land in letter and spirit and is committed to the highest standards of corporate behaviours.
On September 2, 2015, the Securities and Exchange Board of India (SEBI) introduced the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from December 1, 2015, replacing the erstwhile Listing Agreement with the Stock Exchange. The Company has promptly taken all necessary steps to implement the revised norms of Corporate Governance. The Company understands that compliances of applicable legislations and timely disclosures enhance the image of the Company as a good corporate citizen in the Country.
(2) BOARD OF DIRECTORS
COMPOSITION AND CATEGORY OF DIRECTORS
The Board of Directors of the Company is constituted under the Chairmanship of an Independent Director and comprises of three more Independent Directors, two Non-Executive Directors and two Executive Directors. The Board has an appropriate mix of vast knowledge, wisdom and varied industry experience to guide the Company in achieving its objectives in a sustainable manner.
The Board of Directors meets at least once in every quarter and also as and when required. During the financial year ended March 31, 2016, five Board Meetings were held, i.e., on May 27, 2015; August 5, 2015; August 19, 2015; November 4, 2015 and February 10, 2016.
APPOINTMENT AND TENURE OF THE DIRECTORS
The Directors of the Company are appointed by the Members at General Meetings. Generally, the Managing Director and Whole-time Directors (Executive Directors) are appointed for a period of five years. The Non-Executive Directors (other than the Independent Directors) are liable to retire by rotation at Annual General Meetings and if eligible, may seek approval of the Members for their re-appointment.
In terms of the provisions of Section 149(5) of the Companies Act, 2013 and Rules framed thereunder, the Independent Directors of the Company are appointed for a period of five years by the Members of the Company at the General Meetings.
A formal letter of appointment setting out the terms and conditions of appointment, roles and functions, responsibilities, duties, fees and remuneration, liabilities, resignation/removal, etc., as specified under Schedule IV to the Companies Act, 2013 has been issued to each of the Independent Directors subsequent to obtaining approval of the Shareholders to their respective appointments. The terms and conditions of such appointments of the Independent Directors are also posted on the website of the Company at www.bata.in .
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In order to encourage active participation from the Independent Directors and also to enable them to understand the business environment of the Company, a Familiarization Programme for the Independent Directors has been adopted and implemented.
Once appointed, the Independent Directors undergo Familiarization Programme of the Company. Necessary information and supportive documents in respect of the footwear industry, the regulatory environment under which the Company operates and Annual Reports of past financial years are provided to the Independent Directors. The Independent Directors visit the Corporate Office of the Company and hold one-on-one discussions with key Functional Heads of the Company to understand various functions which are critical to business performance of the Company. The Independent Directors are also provided with financial results, internal audit findings, risk inventories and other specific documents as sought for from time to time. The Independent Directors are also made aware of the various Policies and Code of Conduct and Business Ethics adopted by the Board.
During the year under review, the Company conducted various Familiarization Programmes for the Independent Directors of the Company. The details of such Programmes are uploaded on the website of the Company at www. bata.in and the same is available at <http://bata.in/0/pdf/DetailsFamiliarizationprogrammeimpartedIDs.pdf>.
The Company has uploaded its Familiarization Programmme for Independent Directors on the website of the Company at www.bata.in and the same is available at <http://bata.in/0/pdf/Familiarization-Program-for-Independent->Directors.pdf.
CODE OF CONDUCT
The Board of Directors of the Company has adopted a revised Code of Conduct for all Board Members and Senior Management Personnel of the Company. Details of the said Code of Conduct of the Company are available on the website of the Company at www.bata.in and the same is available at <http://bata.in/0/pdf/BIL->CodeofConductforDirectors&SMPs.pdf.
Annual Declaration by the Managing Director (Chief Executive Officer) pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V to the said Regulations:-
As the Managing Director (Chief Executive Officer) of Bata India Limited and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V to the said Regulations, I hereby declare that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Company's Code of Conduct for the financial year ended March 31, 2016.
Rajeev Gopalakrishnan Managing Director (CEO) (DIN: 03438046)
(3) AUDIT COMMITTEE
The Board of Directors of the Company has constituted an Audit Committee of the Board which conforms to the criteria in terms of the requirements of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company meets every quarter, inter alia, to review the financial results for the previous quarter before the same are approved at Board Meetings, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee may also meet from time to time, if required.
The Audit Committee has been vested with, inter alia, the following powers:
i. to investigate any activity within its terms of reference;
ii. to seek information from any employee;
iii. to obtain outside legal or other professional advice;
iv. to secure attendance of outsiders with relevant expertise, if it considers necessary.
Terms of reference
The Audit Committee reviews the Reports of the Internal Auditor and the Statutory Auditors periodically and discusses their findings. The role of the Audit Committee is as follows:
a. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure thatthe financial statement is correct, sufficient and credible.
b. Recommending to the Board the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
d. Reviewing, with the management, the annual financial statements 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 (2AA) of section 217 of the Companies Act, 1956 and clause (c) of subsection 3 of Section 134 of the Companies Act, 2013 to the extent applicable.
• 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 the 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.
e. 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 utilized for purposes 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, if any, and making appropriate recommendations to the Board to take up steps in this matter;
f. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
g. Approval or any subsequent modification oftransactions of the Company with related parties;
h. Scrutiny of inter-corporate loans and investments;
i. Valuation of undertakings or assets of the Company, wherever it is necessary; j. Evaluation of internal financial controls and risk management systems;
k. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
l. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
m. Discussion with internal auditors any significant findings and follow up there on;
n. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
o. 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, if any;
p. To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
q. To review the functioning of the Whistle Blower Mechanism;
r. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
s. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
In addition, the Audit Committee also mandatorily reviews the following:
• Management discussion and analysis offinancial condition and results ofoperations;
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
• Management letters/letters of internal control weaknesses, if any, issued by the Statutory Auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
Composition of the Committee, Meetings and Attendance
The Audit Committee comprises of four Independent Directors and two Non-Executive Directors. The Chairman of the Audit Committee is an Independent Director.
(4) NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company has a Nomination and Remuneration Committee of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Terms of Reference
The terms of reference of the Committee include the following:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of Independent Directors and the Board;
• Devising a policy on Board diversity;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
Composition of the Committee, Meetings and Attendance
The Nomination and Remuneration Committee consists of four Independent Directors and two Non-Executive Directors. Ms. Anjali Bansal, Independent Director, is the Chairperson of the Committee.
The Nomination and Remuneration Committee met five times during the financial year ended March 31, 2016, i.e., on April 10, 2015; May 27, 2015; August 19, 2015; November 4, 2015 and February 9, 2016. Category of Directors as the Nomination and Remuneration Committee Members and their attendance at the aforesaid Meetings are detailed below:
The Chairperson of the Nomination and Remuneration Committee was present at the Eighty Second Annual General Meeting of the Company held on August 5, 2015.
The Managing Director, The Director Finance and the Head of Human Resource Functions are permanent invitees to the Meetings of the Nomination and Remuneration Committee. The Company Secretary is in attendance at the Nomination and Remuneration Committee Meetings. However, all these Directors/ Executives leave the meeting room before commencement of any discussion in which they are individually or collectively deemed to be interested or concerned.
Performance Evaluation Criteria for Independent Directors
In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013 read with Rules framed thereunder and provisions of Schedule IV to the Act as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company carries out a performance evaluation programme for the Board of Directors, Committees of the Board and individual Directors for each financial year.
Such performance evaluation process is discussed and reviewed by the Nomination and Remuneration Committee and approved by the Board. The performance evaluation, thus, include the following:
(i) Board Assessment;
(ii) Assessment of each of the Committees constituted by the Board;
(iii) Self-assessment by each Director;
(iv) Peer Assessment by each Director.
Directors were circulated performance evaluation sheets with various parameters on a rating scale and to communicate the same to the Chairman of the Board of Directors and the Chairman / Chairperson of the respective Committees of the Board in confidential envelopes. The outcome of such performance evaluation is discussed at the separate meeting of the Independent Directors, at the subsequent meeting of the Nomination and Remuneration Committee Meeting and also at the Board Meeting. While discussing the performance evaluation of Independent Directors, the Directors being evaluated does not remain present in the Meeting room.
The Company carried a performance evaluation exercise for the financial year ended March 31, 2016. Based on the outcome of such performance evaluation exercise, it has been decided by the Board of Directors of the Company to continue the existing terms of appointment of Mr. Uday Khanna, Mr. Ravindra Dhariwal, Mr. Akshay Chudasama and Ms. Anjali Bansal, Independent Directors of the Company, as mentioned in their respective letter of appointment and also to continue with Mr. Shaibal Sinha, Non-Executive Director who is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, shall seek approval of the shareholders for his re-appointment.
(5) REMUNERATION TO DIRECTORS
Nomination and Remuneration Policy
In compliance with the requirements of the Companies Act, 2013, Rules framed thereunder and pursuant to the provisions of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II to the said Regulations, the Board of Directors of the Company has a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel, Functional Heads and other employees of the Company. The Policy provides for criteria and qualifications for appointment of Director, Key Managerial Personnel and Senior Management, Board diversity and remuneration to directors, key managerial personnel, etc. The said policy is posted on the Company's website www.bata.in and same is available at the link: <http://bata.in/0/> pdf/Remuneration-Policy_2015.pdf.
• Non-Executive Directors
During the year under review, while Mr. Jorge Carbajal and Mr. Jack G. N. Clemons resigned from the Board of Directors of the Company, Mr. Christopher Kirk and Mr. Shaibal Sinha were appointed on the Board as the Non-Executive Directors. Aforesaid Directors do not accept sitting fees and / or Commission on Net Profits from the Company. The Company did not have any pecuniary relationship or transactions with these Non-Executive Directors during the year under review. They do not hold any shares in the Company.
The Board of Directors decides the remuneration of the Non-Executive Directors in accordance with the Articles of Association of the Company and the approval of the shareholders. Such remuneration is also in lines with the Nomination and Remuneration Policy of the Company and in terms of the specific requirements under the Companies Act, 2013 and Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Remuneration by way of sitting fees for attending Board Meetings and Committee Meetings are paid to the Independent Directors. The Independent Directors are also entitled to a Commission on Net Profits not exceeding 1% in aggregate of the Net Profits computed in the manner referred to in Section 198 of the Companies Act, 2013 and Rules framed thereunder, which will be distributed among them after the forthcoming Annual General Meeting, in such proportion as determined by the Board.
Performance Linked Incentive is determined by the Nomination and Remuneration Committee of the Board based on the overall business performance of the Company. As the liabilities for Gratuity and Leave Encashment are provided on actuarial basis for the Company as a whole, these amounts pertaining to the Directors are not included above. Remuneration and perquisites of Executive Directors' as detailed above, also include retirement benefits and items, which do not form part of their remuneration and perquisites under Section 197 and 198 of the Companies Act, 2013 and Rules framed thereunder.
The Agreements with the Executive Director(s) are contractual in nature. The Agreements may be terminated at any time by either party giving six months' notice in writing without any cause. In the event the notice is delivered by the Executive Director(s), the Company shall have the option of determining the services of the Executive Director(s) forthwith without any further liabilities whatsoever. In such event, the concerned Executive Director shall be entitled to be paid his full salary for a period of six months as per the Agreement as well as incentive which he would have earned during the same period.
The Company does not have any Stock Options Scheme for its Directors or employees.
(6) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board of Directors has a Stakeholders Relationship Committee under the Chairmanship of an Independent Director of the Company. The Stakeholders Relationship Committee consists of an Independent Director as the Chairman of the Committee and two Executive Directors . The committee met six times during the financial year ended March 31 2016 i.e on May 7, 2015; May 27, 2015; August 5, 2015; September 8, 2015;, November 4, 2015 and February 10, 2016.
Mr. Maloy Kumar Gupta, Company Secretary is the Compliance Officer ofthe Company and is in attendance in all the Meetings of the Committee.
The Chairman of the Stakeholders Relationship Committee was present at the Eighty Second Annual General Meeting of the Company held on August 5, 2015.
In compliance with the requirements of the SEBI Circular No. CIR/OIAE/2/2011 dated June 3, 2011, the Company has obtained a User ID and Password for processing the investor complaints in a centralized web based SEBI Complaints Redress System - 'SCORES'. This enables the investors to view online the action taken by the Company on their complaints and current status thereof, by logging on to the SEBI's website, www.sebi.gov.in . No shareholder's complaint was lying unresolved as on March 31, 2016 under 'SCORES'.
It is confirmed that there was no request for registration of share transfers / transmissions lying pending as on March 31, 2016 and that all requests for issue of new certificates, sub-division or consolidation of shareholdings, etc., received up to March 31, 2016 have since been processed. The Company has an efficient system in place to record and process all requests for dematerialization and re-materialization of shares in the Company through NSDL / CDSL.
(7) RISK MANAGEMENT COMMITTEE
The Board of Directors has voluntarily constituted a Risk Management Committee where majority of Members of the Committee consists of Members of the Board of Directors including one Independent Director. The Managing Director is the Chairman of the Risk Management Committee. In addition to the Directors, some of the key Senior Management Personnel are also Members of the Committee. The Company Secretary acts as the Secretary to the Committee.
Based on the recommendation of the Audit Committee, the Board of Directors at its Meeting held on February 10, 2016 adopted a Risk Management Policy. The Committee held its first meeting on May 30, 2016.
The Board of Directors has adopted a Risk Management Policy for the Company. In terms of the Risk Management Policy, Risk Inventory Reports prepared by the Chief Internal Auditor are circulated to the Directors of the Company in order to keep them informed about the risk assessment and risk minimization processes. The Risk Inventory Report is presented at the Audit Committee Meetings for review on quarterly basis. Based on recommendations and advice of the Directors, necessary action is taken to mitigate potential risks of the Company. The Risk Management Committee shall meet at regular intervals to access potential risks and concern for the Company as well as the best course of action the Company should take to mitigate and avoid such risks going forward.
(8) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board of Directors has constituted a Corporate Social Responsibility Committee (CSR Committee) of the Board pursuant to Section 135 of the Companies Act, 2013 and Rules framed thereunder. The CSR Committee consists of two Independent Directors and two Executive Directors. Mr. Akshay Chudasama, Independent Director, is the Chairman of the Committee. The Company Secretary acts as the Secretary to the Committee.
In order to ensure that the Company undertakes CSR activities strictly in line with the CSR Policy of the Company, a CSR Sub-Committee has also been constituted comprising of selected Functional Heads. A dedicated team under the leadership of the Functional Head of Human Resources is in place to implement, monitor and report CSR activities undertaken by the Company from time to time.
(9) RELATED PARTY TRANSACTIONS
Prior approval of the Audit Committee is obtained for all Related Party Transactions of the Company. During the financial year ended March 31, 2016, the Company did not have any 'material' related party transaction that may have potential conflict with the interests of the Company at large.
The Board of Directors of the Company has a Related Party Transaction Policy in place, pursuant to the requirements of the Companies Act, 2013 and Rules framed thereunder, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement with the Stock Exchanges. The said Related Party Transaction Policy is hosted on the website of the Company, www.bata.in and the same is available at <http://bata.in/0/pdf/RelatedPartyTransactionPolicy.pdf>.
The Disclosure on Related Party Transactions forms integral part of the Notes to Financial Statements of the Company for the financial year ended March 31, 2016 and included in the Annual Report 2015-16.
(10) SUBSIDIARY COMPANIES
The Company has three wholly owned subsidiaries viz., Bata Properties Limited, Coastal Commercial & Exim Limited and Way Finders Brands Limited. None of these subsidiaries is a 'Material Subsidiary' within the meaning of Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Explanation (i) of Clause 49(V) of the erstwhile Listing Agreement with the Stock Exchanges.
The Audit Committee of the Company reviews the financial statements of these unlisted subsidiaries at periodic intervals. The Minutes of the Board Meetings of these unlisted subsidiaries are placed at the Board Meeting of the Company on quarterly basis. All significant transactions and arrangements entered into by the unlisted subsidiaries are periodically reported to the Board of Directors. These unlisted subsidiaries have made no investment during the year under review. The Board of Directors of the Company shall, if required, formulate a policy for determining 'Material Subsidiary' as and when considered appropriate.
(11) OTHER DISCLOSURES
NO NON- COMPLIANCE DURING THE YEAR 2015-16
There has been no instance of non-compliances by the Company on any matter related to capital markets. No penalty / stricture has been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority (ies) on such matters.
WHISTLE BLOWER MECHANISM
In line with the Company's philosophy on corporate governance to conduct its business operations in a transparent, fair and ethical manner and also to create a congenial environment for all the stakeholders, the Company has adopted a Whistle Blower Policy and constituted a Vigil Mechanism Committee under the chairmanship of the Chairman of the Audit Committee. The Company has earmarked an exclusive e-mail ID and a dedicated mobile number to submit or report any wrong-doing or unethical activities in the functioning of the Company. During the year under review, there has been no incidence reported to the Head of Legal Department or the Chairman of the Audit Committee. The said Whistle Blower Policy has been uploaded on the website of the Company at www.bata . in and the same is available at <http://bata.in/0/pdf/Bata-WhistleBlowerPolicy.pdf>.
DETAILS OF MANDATORY AND NON-MANDATORY CORPORATE GOVERNANCE REQUIREMENTS
Quarterly / Yearly Reports on compliance of Corporate Governance in the prescribed format have been submitted to the Stock Exchanges where the Shares of the Company are listed within the stipulated time. The Company has complied with all mandatory requirements to the extent applicable to the Company.
DISCRETIONARY CORPORATE GOVERNANCE REQUIREMENTS
In terms of Regulation 27(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II to the said Regulations, the disclosure on account of the extent to which the discretionary requirements as specified in Part E ofSchedule II are given below:
(i) The Chairman does not maintain any office at the expense of the Company;
(ii) In view of publication of the Financial Results of the Company in newspapers and disseminating the same on the website of the Company as well as on the website of the Stock Exchanges, the Company does not consider it prudent to circulate the half-yearly Results separately to the Shareholders;
(iii) The Company's Financial Statements have been accompanied with unmodified audit opinion - both on quarterly and yearly basis and also both on standalone and consolidated basis;
(iv) The Chairman and the Managing Director (CEO) of the Company are two different individuals;
(v) The Chief Internal Auditor of the Company reports directly to the Audit Committee and is a permanent invitee to all the Audit Committee Meetings. In addition, he is also a Member of the Risk Management Committee of the Board.
(12) MEANS OF COMMUNICATION
Financial Results: Prior intimation of Board Meeting where to consider and approve Unaudited/ Audited Financial Results of the Company are given to the Stock Exchanges and also disseminated on the Company's website at www.bata.in . The aforesaid Financial Results are immediately intimated to the Stock Exchanges, after the same are approved at Board Meeting. The audited Annual Financial Statements are posted to every Member of the Company in the prescribed manner. In terms of Regulation 10 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 52 of the erstwhile Listing Agreement with the Stock Exchanges, the Company complies with the online filing requirements on electronic platforms of BSE Limited and National Stock Exchange of India Limited, viz., BSE Corporate Listing Centre and NSE Electronic Application Processing System (NEAPS), respectively. Also, the same are intimated to The Calcutta Stock Exchange Limited.
Newspapers: Aforesaid Financial Results are published in "The Economic Times" in English and in "Ei Samay" in Bengali.
Website: The Company's website viz. www.bata.in contains a dedicated section "Investor Relations" which displays details / information of interest to various stakeholders, including Financial Results, Shareholding Pattern, Press Releases, Company Policies, etc. The shareholders / investors can view the details of electronic filings done by the Company on the respective websites of BSE Limited and National Stock Exchange of India Limited i.e., www.bseindia.com and www.nseindia.com .
Press / News releases: Official press releases including Press Release on Financial Results of the Company are sent to the Stock Exchanges and the same are simultaneously hosted on the website of the Company.
Presentations to institutional investors / analysts: All price sensitive information is promptly intimated to the Stock Exchanges before releasing to the Media and other stakeholders.
(14) GENERAL SHAREHOLDER INFORMATION
(a) The Eighty Third Annual General Meeting will be held at 'KALAMANDIR', 48, Shakespeare Sarani, Kolkata -700017 on Thursday, August 4, 2016 at 10:00 a.m.
(b) The Company had changed its financial year from 'January-December' to 'April-March' and extended its financial year up to March 31, 2015. Thereafter, the financial year of the Company is and shall be 'April-March' and the previous year of the Company comprised of twelve months ended on March 31, 2016. The current Financial Year of the Company shall be for a period of twelve months ending on March 31, 2017.
Financial Calendar (tentative dates)
First quarter results (June 30) :By mid August 2016
Second quarter results (September 30) :By mid November 2016
Third quarter results (December 31): By mid February 2017
Last quarter & Annual Results of the current Financial Year (Audited) (March 31): By end of May 2017
Annual General Meeting Before September 30, 2017
(c) Dividend Payment Date:
Dividend for the financial year ended March 31, 2016, if declared at the Eighty Third Annual General Meeting, shall be paid on August 18, 2016.
(d) Listing of Equity Shares on the Stock Exchanges, etc.:
The Company's Equity Shares are listed on the following Stock Exchanges:
i) The Calcutta Stock Exchange Limited [Company's Stock Code: 10000003]
7, Lyons Range, Kolkata - 700001
ii) BSE Limited [Company's Stock Code: 500043]
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001
iii) National Stock Exchange of India Limited
[Company's Stock Code: BATAINDIA]
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Mumbai - 400051
The annual listing fees for the year 2015-16 and for the year 2016-17 have been paid to all these Stock Exchanges.
Pursuant to the Sub-division of face value of Equity Shares of the Company from Rs. 10/- per Equity Share, fully paid-up into Rs. 5/- per Equity Share, fully paid-up, new International Securities Identification Number (ISIN) was allotted to the Company. The ISIN of the Company stands changed from INE176A01010 to INE176A01028, with effect from September 29, 2015.
In relation to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a fresh Uniform Listing Agreement, in the format prescribed by SEBI, has been executed between the Company and the Stock Exchanges viz., The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited, separately.
(f) Registrar & Share Transfer Agents (RTA):
The Company has engaged the services of R & D Infotech Private Limited, 7A, Beltala Road, 1st Floor, Kolkata - 700026 w.e.f. January 1, 2007, a Category I Registrar to an Issue and Share Transfer Agent registered with SEBI, for processing the transfers, sub-division, consolidation, splitting of shares, etc. and to process the shareholders' requests for dematerialization and / or rematerialization of shares.
(g) Share Transfer System:
The Board has delegated the powers of share operations to a Committee comprising of Mr. Ram Kumar Gupta, Director Finance, Mr. Maloy Kumar Gupta, Company Secretary and Mr. J. Banerjee, Investor Relations Manager. The Committee generally meets once in a week to approve, inter alia, the requests for transfer and transmission.
Documents and Share Certificates lodged by the shareholders / investors are verified and entered in the relevant Registers by the RTA in consultation with the Company.
Since the Company's shares are traded only in dematerialized form, the shareholders are advised to hold their shares in dematerialized mode. Requests for dematerialization of shares should be sent directly by the Depository Participants (DPs) concerned to the RTA at R & D Infotech Private Limited, 7A, Beltala Road, 1st Floor, Kolkata - 700026. Any delay on the part of the DPs to send the Demat Request Forms (DRF) and relevant Share Certificates beyond 15 days from the date of generation of the Demat Request Number (DRN) by the DPs will be rejected / cancelled. This is being done to ensure that no demat requests remain pending with the RTA beyond a period of 21 days. Shareholders / Investors should, therefore, ensure that their DPs do not delay in sending the DRF and relevant Share Certificates to the RTA immediately after generating the DRN.
Shareholders have the option to open their Demat accounts with either NSDL or CDSL as the Company has entered into Tripartite Agreements with both these Depositories.
A Company Secretary in whole time practice conducts Audit of the Share Operations System of the Company at the office of the RTA. The Company endeavours to implement the suggestions / recommendations of the Auditors to the extent possible.
(j) Dematerialization of shares and liquidity:
As on March 31, 2016, 98.42% of the total paid-up share capital of the Company representing 126,502,705 Equity Shares is held in dematerialized mode. The balance 1.58% paid-up share capital representing 2,024,835 Equity Shares is held in physical mode and these shareholders are requested to dematerialize their shares in their own interests to avail the benefits of holding shares in dematerialized mode.
The Promoters' shareholding in the Company as on March 31, 2016 represents 52.96% of the total paid-up share capital held in dematerialized mode.
(k) Factory Locations:
The Company's factories are located at the following places-
i) Batanagar, 24 Parganas (S), West Bengal;
ii) Bataganj, Patna, Bihar;
iii) Faridabad New Industrial Town, Faridabad, Haryana;
iv) Peenya Industrial Area, Bangalore, Karnataka;
v) Batashatak, Sipcot Industrial Complex, Phase I, Hosur, Tamil Nadu; &
vi) Mokamehghat, Hathidah, Bihar.
(I) Address for correspondence
The Company has shifted its Registered Office from 6A, S. N. Banerjee Road, Kolkata - 700013 to 27B Camac Street, 1st Floor, Kolkata - 700016 with effect from January 1, 2015. Accordingly, the Shareholders correspondence should be addressed to:
(i) BATA INDIA LIMITED
27B, Camac Street, 1st Floor, Kolkata - 700016
Telephone Nos. : (033) 3980 2001 / 2021; 2289 5796 (Direct)
Fax No. : (033) 2289 5748 E-mail ID : firstname.lastname@example.org / email@example.com
Contact Persons : Mr. Maloy Kumar Gupta,
Company Secretary & Compliance Officer
Mr. J. Banerjee,
Investor Relations Manager
(ii) REGISTRAR & SHARE TRANSFER AGENT
R & D Infotech Private Limited
Unit: Bata India Limited
7A, Beltala Road, 1st Floor, Kolkata - 700026
Telephone Nos. : (033) 2419 2641 / 2642 Fax No. : (033) 2419 2642
E-mail ID : firstname.lastname@example.org / email@example.com
Contact Person : Mr. Ratan Kumar Mishra, Director
Note: The Company endeavours to settle all shareholder complaints within the minimum possible time. The actual rate of settlement may vary from 7 days to 15 days. However, processing of requests involving disputed matters/ court cases are kept in abeyance till these matters/cases are mutually settled by the shareholders/investors or are finally disposed ofby the Courts.
(15) CEO/CFO CERTIFICATION
Mr. Rajeev Gopalakrishnan, Managing Director (CEO) and Mr. Ram Kumar Gupta, Director Finance (CFO) have certified to the Board that:
A. They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(2) these statements together present a true and fair view of the listed entity's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
B. There are, to the best of their knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entity's code of conduct.
C. They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.
D. They have indicated to the Auditors and the Audit Committee
(1) significant changes in internal control overfinancial reporting during the year;
(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
(3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the listed entity's internal control system over financial reporting.
The above certificate was placed before the Board Meeting held on May 30, 2016.
(16) CORPORATE GOVERNANCE COMPLIANCE
The Company has complied with the requirements as laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (from December 1, 2015 to March 31, 2016) and Clause 49 of the erstwhile Listing Agreement with the Stock Exchanges (from April 1, 2015 to November 30, 2015) for the purpose of ensuring Corporate Governance. A certificate to this effect obtained from M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company, has been attached to this Annual Report.