REPORT ON CORPORATE GOVERNANCE
Philosophy on Corporate Governance
The Company's philosophy is based on the wealth creation, protection and interest enhancements for all the stakeholders including shareholders, creditors, customers, employees, suppliers and society. Complying with legal and regulatory requirements and meeting environmental and local community needs with the highest standards of integrity, transparency and accountability are the integral part of the Corporate Governance Policy. The Company continues to maintain steadfast commitment to ethics and code of conduct adhered by the Company and endeavors to maximize the Shareholder value while safeguarding and promising the interest of other shareholders. The articulator of the values, ethics and business principal that should be adhered to by the employees are part of its philosophy on Corporate Governance.
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ( "SEBI Listing Regulations") your Company has executed fresh Listing Agreements with the Stock Exchanges.
The Company has complied with the requirements stipulated under Clause 49 of the Listing Agreements and regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations, as applicable, with regard to Corporate Governance details of which are as under:
Board of Directors:
1. The Board of Directors comprises Non-Executive, Independent Directors and as well as a Woman Director. More than half of the Board of Directors comprises Independent Directors, with the Chairman being a Promoter & Non executive Director. The Directors possess experience in fields as diverse as hoteliering, finance, management, agriculture and social service. The experience and wisdom of the Directors, have proved to be of immense assistance to the Company. The details of Directors seeking re-appointment at the ensuing Annual General Meeting have been attached with the notice Rs. Annual General Meeting. None of the Directors Related to each other.
2. "Independent Directors" i.e. Directors who apart from receiving Directors' remuneration, do not have any other material pecuniary relationship or transactions with the Company, its promoters, its management or its subsidiaries, which, in the judgement of the Board, may affect the independence of judgement of the Director, comprise halfRs. Board. The Board has received the declaration from all the Independent Directors Rs. Company under section 149(6) of the Companies Act, 2013 regarding meeting the criteria of independence.
4. The Non-Whole-time Directors of the Company are paid, in addition to commission, sitting fees @ Rs. 30,000/- per meeting for attending meetings of the Board of Directors and various Committee Meetings.
5. None of the Directors of the Board serve as members of more than 10 Committees nor are they Chairman of more than 5 Committees, as per the requirements of the SEBI Listing Regulations. "Committees" for this purpose include the Audit Committee and the Stakeholders' Relationship Committee.
NOTE: Traditionally, the Directors are paid commission each year, after the Annual Accounts are approved by the Members at the Annual General Meeting of the Company. A sum of Rs. 42.79 lakhs has been provided as commission to Non Executive Directors for the year 2015-16.
7. The Company has adopted a Code of Conduct for its Non-Executive Directors and all Non-Executive Directors have affirmed compliance with the said Code. All senior management of the Company have affirmed compliance with the Tata Code ofConduct.
8. Other than transactions entered into in the normal course ofbusiness, the Company has not entered into any materially significant related party transactions during the year, which could have a potential conflict of interest between the Company and its Promoters, Directors, Management and/or relatives save and except that the transaction with the Indian Hotels Co. Ltd., the ultimate holding company during the year exceeded 10% of the annual gross turnover of the Company for the previous year, the approval for which was taken from the shareholders by way of a special resolution at the AGM held on August 21,2015.
COMMITTEES OF THE BOARD:
The Committees constituted by the Board of Directors of the Company are as under:
1. Audit Committee:
As per Section 177 of the Companies Act, 2013 the Company has an Audit Committee and the committee has inter alia, the following terms of reference:-
i. Reviewing with management the quarterly/annual financial statements before submission to the Board for approval, with particular reference to:-
• Matters required to be included in the Directors Responsibility Statement to be included in the Board's Report in terms of clause C of sub section 3 of Section 134 of the Companies Act, 2013.
• Any changes in accounting policies and practices and reasons thereof.
• Major accounting entries based on exercise of judgment by the Management.
• Qualifications in the draft audit report.
• Significant adjustments made in the financial statements, arising out of audit findings.
• The going concern assumptions.
• Compliance with Accounting Standards.
• Disclosure on any related party transactions.
• Compliance with Listing and other legal requirements relating to financial statements.
ii. Reviewing with the management, performance of statutory and internal auditors and the adequacy of internal control systems.
iii. Discussion with internal auditors on any significant findings and follow-up thereon.
iv. 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.
v. Discussion with external/statutory auditors before the audit commences, nature and scope of audit, as well as have post-audit discussion to ascertain any area of concern.
vi. The recommendation for appointment, remuneration and terms ofappointment ofauditors Rs. Company.
vii. Review and monitor the auditors independence, performance and effectiveness ofaudit process.
viii. Examination of the financial statement and auditors' report thereon.
ix. Approval or any subsequent modification of transactions of the company with related parties.
x. Scrutiny of Inter corporate loans and investments.
xi. Valuation of undertakings or assets of the company, wherever it is necessary. xii Evaluation of internal financial controls and risk management systems.
xiii. Monitoring the end use of funds raised through public offers and related matters.
2. Nomination & Remuneration Committee:
As per Section 178(1) of the Companies Act, 2013 and as per the SEBI Listing Regulations the Company has a Nomination & Remuneration Committee comprising with Dr. Anant Narain Singh, Mr. Shriraman, Mrs. Rukmani Devi as its members.
The role of Nomination and Remuneration Committee is as follows:
- To identify persons who are qualified to become directors and who are appointed in senior management
- Recommend to the Board the appointment of directors/senior management and their removal
- To carry out the evaluation of every directors performance
- To formulate the criteria for discovering qualification, positive attributes and independence of directors and recommending to the Board the policies relating to remuneration for the directors, KMP and other employees.
The said committee met thrice during the year on 7thMay, 2015, 23rd July, 2015 and 15thMarch, 2016 and inter alia, considered the appointment of Key Managerial Personnel under Section 203 of the Companies Act, 2013, and the commission payable to directors on net profit for the year 2014-15
Considering the requirement of Section 178(2) and (3), the Company had taken the criteria and determined qualifications, positive skill sets on the Board, eminent people having an independent standing in their respective field/profession, and relating to the remuneration for the Directors and Key Managerial Personnel and also the Committee had identified the qualified persons to become the Director Rs. Company and had carried out the evaluation of every Director's performance.
The Committee at their meeting noted that under Section 178(3) of the Companies Act, 2013, the Committee had recommended to the Board a policy relating to the remuneration for the directors and the same had been adopted by the Board for payment of commission on the net profit to the directors. The criteria for the remuneration was based on the meetings attended by the directors; contribution at the meetings and the contribution made by them other than in meetings in the ratio of 40%, 40% and 20% respectively
3. Stakeholders Relationship Committee:
As per Section 178(5), the Company has a Share Transfer & Stakeholders Relationship Committee comprising with Dr. Anant Narain Singh, Mr. Shriraman and Mr. Rohit Khosla as its members to redress the shareholder and investor complaints like transfer of shares, non receipt of Annual Report, non receipt of dividends etc. Dr. Anant Narain Singh, Non-Executive Director, heads the Committee. The Secretary acts the Compliance Officer to the committee.
There were no pending investor complaints which remain unresolved. The company has also cleared all the complaints received through BSE and SEBI Complaints Redress System (SCORES) a centralized web based complaints redress system which serves as a centralized database of all complaints received. The status of complaints received (inclusive of SCORES) from shareholders during the year 2015-16 is as under:-
Amounts Transferred to IEPF
As per the provisions of Section 205A read with Section 205C of the Companies Act, 1956, the Company is required to transfer unpaid dividends, matured deposits, redeemed debentures and interest accrued thereon remaining unclaimed and unpaid for a period of 7 years from the due date to the Investor Education and Protection Fund (IEPF) set up by the Central Government.
Disclosure regarding Remuneration of Directors & Shares held by them:-Remuneration to Non-Executive Directors:
The remuneration drawn by the Non-Executive Directors is in the form of commission distributed out of the net profits of the Company subject to a maximum of 3%.The commission payable to Non-Executive Directors is decided by the Board on the recommendation Rs. Nomination & Remuneration committee and is distributed based on a number of factors, including number of Board and Committee meetings attended, individual contribution thereat etc.
The Company did not pass any resolution vide postal ballot during the year.
Means of Communication:
Quarterly, half-yearly and annual results of the Company were published in leading English and vernacular newspapers Indian Express and Hindustan.
The Annual Report containing inter alia the financial statement (Audited Accounts), Directors Report (Board's Report), Auditors Report, Secretarial Audit Report and other important information is circulated to the investors. Management Discussion and Analysis and Corporate Governance Report forms part Rs. Annual Report. The Annual Reports are also available in the Company's web site www.benareshotelslimited.com
The Board of Directors receive, from time to time, disclosures relating to financial and commercial transactions from key managerial personnel of the Company, where they and / or their relatives have personal interest. There are no materially significant related party transactions, which have potential conflict with the interest of the Company at large.
The details of the Related Party transactions are placed before and reviewed by the Company's Audit Committee, in terms of the provisions of the Companies Act, 2013 and SEBI Listing Regulations.
The Company has complied with the requirements of the Stock Exchanges / Securities and Exchange Board of India/statutory authorities on all matters relating to capital markets, during the last 3 years.
Pursuant to the provisions of SEBI Listing Regulations regarding CFO Certification, the CFO has issued a certificate to the Board, for the year ended March 31,2016.
General Shareholder Information
Date and Time: August 12, 2016 at 3:00 p.m..
Venue: Nadesar Palace Compound Varanasi 221 002
Registered Office: Nadesar Palace Compound Varanasi 221 002
Telephone No. : 91- 542 666 0001
Facsimile No. : 91- 542- 2503291
Financial Year : : 2016-17
Date of Book Closure : August 5, 2016 to August 18, 2016 (both days inclusive)
Dividend Payment Date: On or after August 22, 2016
Corporate Identification No.(CIN) : L55101UP1971PLC003480
ISIN NO.: : INE750A01012
Stock Code: : 509438
Financial reporting for:
Quarter ending 30th June, 2016 :on or before August 15, 2016
Quarter ending 30th September, 2016 : on or before November 15, 2016
Quarter ending 31st December, 2016 :on or before February 15, 2017
Quarter ending 31st March, 2017 : on or before May 30, 2017
Listing on Stock Exchanges
Equity Shares : BSE Ltd.
The Delhi Stock Exchange and UP Stock Exchange, where the shares of the Company were listed have since been derecognised by SEBI.
The Company has paid the annual listing fees to each of the above Stock Exchanges in respect of the financial year 2015-16&to BSE for 2016-17.
In terms of Section 204 of the Companies Act, 2013 the secretarial audit of the Company for the year 2015-16 has been carried out by the Secretarial Auditor appointed by the Company. The report of the Secretarial Auditor forms part of the Board’s Report.
In keeping with the requirement of the SEBI and the Stock Exchanges, a secretarial audit by a practicing Company Secretary is carried out to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The said audit confirms that the total issued / paid up capital tallies with the total number of shares in physical form and the total number of dematerialised shares held withNSDLandCDSL
Dematerialization of Shares& Liquidity
As of the end of March 31, 2016, shares comprising approximately 90% of the Company's Equity Share Capital have been dematerialised. Registrar& Share Transfer Agents: Location of Hotels: The Gateway Hotel Ganges & Nadesar Palace, Varanasi and The Gateway Hotel, Gondia
For any queries, investors are requested to get in touch at the following addresses:-
The Indian Hotels Co. Ltd. Registrar & Share Transfer Agent Unit: Benares Hotels Limited Mandlik House, Mandlik Road, Mumbai 400 001. e-mail id: firstname.lastname@example.org
Benares Hotels Ltd. C/o Corporate Office Taj Palace Hotel S P Marg, New Delhi 110 021 Phone: 011-66503549 Fax-011-26876043
Usage of electronic payment modes for making cash payment to the investors
SEBI vide it's Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 has instructed all companies for making cash payments to the investors, companies whose securities are listed on stock Exchanges shall use, either directly or through their RTI & STA, any RBI (Reserve Bank of India) approved electronic mode of payment such as ECS [ECS (Local ECS) /RECS(Regional ECS) /NECS(National ECS)]NEFTetc. Investor are requested to kindly provide their requisite bank account particulars by quoting their reference folio number(s) in case shares are held in physical form.
In case shares are held in demateralised form, investors may kindly provide the requisite bank account details to their Depository Participant, to ensue that future dividend payments are correctly credited to the respective account.