CORPORATE GOVERNANCE REPORT
1. Company's Philosophy on Corporate Governance:
The practices, methodologies, framework and mechanism of Corporate Governance in Bharat Bijlee since its inception is based on principles of fairness, accountability, transparency and integrity and accordingly, the business operations are conducted and controlled. Thus all the business transactions are conducted in an open, transparent and honest manner which ensures high degree of legal compliance and ethical standards.
Bharat Bijlee Limited believes that principles of good governance should be more by way of self-regulation rather than reflection by way of compliance of law.
Compliance of provision of Clause No. 49 of the Listing Agreement with Stock Exchanges, Code of Internal procedures and conduct for Prevention of Insider Trading and Code of Conduct for all Board members and senior management of the Company are implemented strictly.
2. Board of Directors & Board Meetings:
The Board consists of nine (9) Directors, out of which four (4) are Independent, two (2) are Non-Executive and three (3) are Executive Directors. The Chairman is an Independent Director. He is not a promoter nor related to promoters or to persons occupying management positions at Board level or at one level below the Board. The Non-Executive Directors account for 66% of the Board's strength against the minimum requirement of 50% as per the Listing Agreement. Independent Directors constitute 44% of the total strength of the Board as against one third (33.33%) required when the Chairman is a Non-Executive Director. The Non-Executive Directors and Independent Directors are all eminent professionals with experience in overall management, finance and law and have a wide range of skills and experience. The day to day operations of the Company are overseen by three Executive Directors, Mr. Nikhil J. Danani, Mr. Nakul P. Mehta (both Managing Directors), and Mr. Shome N. Danani (Executive Director).
During the year under review:
a. Mr. Anand J. Danani resigned as a Non-executive Director w.e.f. August 7, 2014.
b. Mr. Bansidhar S. Mehta, Chairman of the Board resigned w.e.f. September 11, 2014;
c. Mr. Prakash V. Mehta, Mr. Sanjiv N. Shah, Mr. Jairaj C. Thacker and Mr. Rajeshwar Raj Bajaaj were appointed as Independent Directors w.e.f. September 11, 2014;
d. Mr. Prakash V. Mehta, Independent Director was appointed as Chairman of the Board of Directors of the Company, in the Board Meeting held on November 11, 2014;
e. Ms. Mahnaz A. Curmally was appointed as Non-executive Director (Woman Director) w.e.f. September 11, 2014, to retire by rotation.
Mr. Nikhil J. Danani and Mr. Shome N. Danani are related to each other. None of the other Directors are related to any other Director.
b. Board Meetings:
In the Financial Year 2014-2015, five (5) Board of Directors' Meetings were held on the following dates:
1. May 28, 2014,
2. July 25, 2014,
3. September 11, 2014,
4. November 11, 2014, and
5. January 23, 2015
d. Key functions of the Board:
i. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestments.
ii. Monitoring the effectiveness of the Company's governance practices and making changes as needed.
iii. Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.
iv. Aligning key executive and board remuneration with the longer term interests of the Company and its shareholders.
v. Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board.
vi. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.
vii. Ensuring the integrity of the Company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
viii. Overseeing the process of disclosure and communications.
ix. Monitoring and reviewing Board Evaluation framework.
e. Information placed before the Board:
i. Annual operating plans and budgets and any updates.
ii. Capital budgets and any updates.
iii. Quarterly results for the company and its operating divisions or business segments.
iv. Minutes of meetings of audit committee and other committees of the board.
v. The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary.
vi. Show cause, demand, prosecution notices and penalty notices which are materially important.
vii. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
viii. Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by the company.
ix. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the company.
x. Details of any joint venture or collaboration agreement.
xi. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
xii. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
xiii. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.
xiv. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
xv. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as nonpayment of dividend, delay in share transfer etc.
The Board of Directors are routinely presented with all information under the above heads whenever applicable and materially significant. These are submitted either as part of the agenda papers well in advance of the Board meetings or are tabled in the course of the Board meetings or are tabled before the appropriate Committees of the Board.
f. Appointment/Re-appointment of Directors:
Pursuant to the provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and Clause 49 (VIII)(E)(1) of the Listing Agreement entered into with BSE and NSE, Mr. Shome Nikhil Danani, Executive Director, is liable to retire by rotation. Mr. Danani has offered himself for reappointment and resolution for his reappointment, is incorporated in the Notice of the ensuing Annual General Meeting.
g. Code of Conduct:
The Company has adopted a Code of Conduct for its Board Members and Senior Management and has posted the Code on the website of the Company in terms of Clause 49(D)(i) of the Listing Agreement with Stock Exchanges. The Managing Director has affirmed the compliance of the Code of Conduct by the Board Members and Senior Management for the year under review. A declaration to this effect signed by the Managing Director, Mr. Nikhil J. Danani forms part of this Report.
h. Directors' Induction & Familiarisation:
The Independent Directors are familiarised, with the Company, their duties, roles and responsibilities, the nature of the industry, the business model of the Company, in line with the "Familiarisation programme of Independent Directors", the details of which can be viewed at
3. Audit Committee:
All members of the Audit Committee are financially literate and Mr. Sanjiv N. Shah, a Chartered Accountant has the relevant accounting and related financial management expertise.
Mr. D. N. Nagarkar, Company Secretary is the Secretary of the Committee.
The Managing Directors, Vice President: Finance & Corporate Strategy, General Manager: Internal Audit, General Manager - Cost and Management Accounting and Senior General Manager: Finance attend the Audit Committee meetings by invitation. Statutory Auditors are also invited to attend the meetings.
a. Meetings & Attendance:
The Audit Committee had four (4) meetings during the financial year 2014-15 and were held on the following dates:
1. May 28, 2014;
2. July 25, 2014;
3. November 11, 2014; and
4. January 23, 2015
Mr. Prakash V. Mehta attended all four (4) meetings, Mr. Sanjiv N. Shah attended three (3) meetings and Mr. Jairaj C. Thacker attended two (2) meetings.
b. Terms of reference of audit committee:
Clause 49 of the Listing Agreement lists the role of the Audit Committee. The role of the Audit Committee includes the following:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's 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.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
5. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;
6. 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, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
13. 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.
14. Discussion with internal auditors of any significant findings and follow up there on.
15. 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.
16. 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.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18. To review the functioning of the Whistle Blower mechanism;
19. 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 and background, etc. of the candidate.
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
4. Nomination and Remuneration Committee:
Nomination and Remuneration committee is comprised of
1) Mr. Sanjiv N. Shah — Chairman & Independent Director
2) Mr. Prakash V. Mehta — Independent Director
3) Mr. Jairaj C. Thacker — Independent Director
The Nomination and Remuneration Committee meetings were held on the following dates:
1. July 25, 2014;
2. November 11, 2014; and
3. March 3, 2015.
Mr. Prakash V. Mehta and Mr. Sanjiv N. Shah attended all three (3) meetings and Mr. Jairaj C. Thacker attended two (2) meetings.
a. The role of the Nomination & Remuneration Committee is as under:
i. 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;
ii. Formulation of criteria for evaluation of Independent Directors and the Board;
iii. Devising a policy on Board diversity;
iv. I dentifying 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.
c. Nomination & Remuneration Policy:
The Company has a Nomination and Remuneration Policy and the same has been appended below:
The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement. The objective of this policy is to lay down a framework in relation to the nomination and remuneration of Directors, KMP Senior management personnel and other employees. The Key Objectives of the Committee would be:
1.1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
1.2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.
1.3. Formulation of criteria for evaluation of Independent Director and the Board.
1.4. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
1.5. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
1.6. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.
1.7. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
1.8. To develop a succession plan for the Board and to regularly review the plan.
1.9. To assist the Board in fulfilling responsibilities.
1.10 To Implement and monitor policies and processes regarding principles of corporate governance.
Constitution of Committee
The Board of Directors of the Company (the Board) constituted the committee to be known as the Nomination and Remuneration Committee (NRC) consisting of three or more non-executive directors out of which not less than one-half are independent directors. The Chairman of the Committee is an Independent Director. However, the chairperson of the company (whether executive or non-executive) may be appointed as a member of the NRC but shall not chair such Committee. The meetings of the Committee shall be held at such regular intervals as may be required. The Company Secretary of the Company shall act as Secretary of the Committee.
a) Directors (Executive and Non-Executive)
b) Key Managerial Personnel
c) Senior Management Personnel
"Act" means the Companies Act, 2013 and Rules framed there under, as amended from time to time. "Board" means Board of Directors of the Company. "Directors" mean Directors of the Company. "Key Managerial Personnel" means
i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;
ii. Chief Financial Officer/Vice President : Finance;
iii. Company Secretary; and
iv. Such other officer as may be prescribed.
" Senior Management" means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the managing/executive directors, including the functional heads.
Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.
Policy for Appointment and Removal of Director, KMP and Senior Management
1. Appointment Criteria and Qualifications
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/ her appointment.
b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
a) Managing Director/Whole-time Director:
The Board shall appoint or re-appoint any person as its Chairman (Executive/Non-Executive), Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
- No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular intervals as may be decided by them.
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
Policy for Remuneration to Directors/KMP/Senior Management Personnel
1. Remuneration to Managing/Whole-time/Executive/Managing Director, KMP and Senior Management Personnel:
The Remuneration/Compensation/Commission etc. to be paid to Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
2. Fixed pay:
The Whole-time Director/KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including employer's contribution to PF, pension scheme, medical expenses, club fees, etc. shall be decided and approved by the Board/the person authorized by the Board on the recommendation of the Committee and approved by the Shareholders and Central Government, wherever required.
3. Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.
4. Provisions for excess remuneration:
If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limit prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.
5. I ncrements to the existing remuneration structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.
6. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurances shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
7. Remuneration to Non-Executive/Independent Director:
The Non-Executive Independent Director may receive remuneration/compensation/commission as per the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
Duties In Relation to Nomination Matters
The duties of the Committee in relation to nomination matters include:
1. Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;
2. Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;
3 Identifying and recommending Directors who are to be put forward for retirement by rotation;
4. Determining the appropriate size, diversity and composition of the Board;
5. Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;
6. Evaluating the performance of the Board members and Senior Management in the context of the Company's performance from business and compliance perspective;
7. Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.
8. Delegating any of its powers to one or more of its members or the Secretary of the Committee;
9. Recommend any necessary changes to the Board; and
10. Considering any other matters, as may be requested by the Board.
Duties in Relation to Remuneration Matters
The duties of the Committee in relation to remuneration matters include:
Considering and determining the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.
Approving the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.
Delegating any of its powers to one or more of its members or the Secretary of the Committee. Considering any other matters as may be requested by the Board.
Minutes of Committee Meetings:
Proceedings of all NRC meetings must be minuted and signed by the Chairman of the Committee at the subsequent meetings. Minutes of the NRC meetings will be tabled at the subsequent Board and Committee meetings.
Review and Amendment:
i. The NRC or the Board may review the Policy as and when it deems necessary.
ii. The NRC may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementation to this Policy, if it thinks necessary.
iii. This Policy may be amended or substituted by the NRC or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.
5. Stakeholders Relationship Committee:
The Stakeholders' Relationship Committee is comprised of
1. Mr. Prakash V. Mehta — Chairman & Independent Director
2. Mr. Sanjiv N Shah — Independent Director
3. Mr. Nikhil J. Danani — Executive Director
4. Mr. Nakul P. Mehta — Executive Director
Mr. D. N. Nagarkar, Company Secretary, is the Secretary of the Committee. The Committee has met once, on 23rd January, 2015, wherein all members were present. The total number of grievances redressed and reviewed by the Committee to the satisfaction of the shareholders was 14, most of them related to non receipt of dividend. There were no requests for share transfer/transmission/deletions of names etc. pending as on 31st March, 2015 and all such requests were processed and delivered within fifteen days (15 days) of lodgement with the company.
a. Terms of Reference:
The Committee looks into redressing grievances of Shareholders pertaining to transfer of shares, non-receipt of balance sheet, non-receipt of dividend, dematerialisation of shares, complaints received from SEBI and the Stock Exchanges etc.
The Board of Directors has also delegated the power of approving transfer/transmission/issue of duplicate share certificates to a Share Transfer Committee.
6. Corporate Social Responsibility (CSR) Committee:
The Corporate Social Responsibility (CSR) Committee was constituted with the following three (3) members:
1. Mr. Nakul P. Mehta — Chairman, Managing Director
2. Mr. Shome N. Danani — Executive Director
3. Mr. Jairaj C. Thacker — Independent Director
Mr. D. N. Nagarkar, Company Secretary, is the Secretary of the Committee. The Committee has met once, on January 23, 2015, wherein Mr. Nakul P. Mehta and Mr. Shome N. Danani were present.
The CSR Committee has adopted a CSR Policy at their meeting held on January 23, 2015, which has been posted on the website of the Company at <http://www.bharatbijlee.com/doc/CSR-POLICY.pdf>
The Chairman of the CSR Committee, at its meeting held on January 23, 2015, stated that proposals from reputed NGOs involved in providing quality education to underprivileged children enrolled in BMC schools near the Company factory area had been evaluated. However in view of the losses in the previous two financial years and during the financial year under review as well, it was recommended by the CSR Committee to defer the aforementioned program for the time being, and accordingly it would be practical not to incur any expenditure on the recognized CSR activity in the financial year 2014-2015.
a. Terms of Reference:
i. Formulate and recommend to the Board a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII and the prescribed Rules under Sections 135 of the Companies Act, 2013.
ii. Recommend the amount of expenditure to be incurred on the activities referred to in point i above.
iii. Monitor the CSR Policy of the Company from time to time.
iv. Ensure disclosure of the CSR Policy in the Board Report and on the website of the Company.
v. Ensure activities as included in CSR Policy are undertaken and are monitored regularly.
vi. Ensure the CSR spend is made in terms of Section 135 (5), i.e. at least 2% of the average net profits of the Company made during the 3 annually preceding financial years.
7. Separate Meeting of Independent Directors:
I n accordance with the provisions of Schedule IV of the Companies Act, 2013 and the Listing Agreement, a separate meeting of Independent Directors was held during the year under review, on January 23, 2015 and was attended by Mr. Rajeshwar R. Bajaaj (Chairman), Mr. Prakash V. Mehta and Mr. Sanjiv N. Shah, without the attendance of Non-independent Directors and members of management, inter alia to:
1. Review the performance of Non-independent Directors and the Board as a whole;
2. Review the performance of the Chairperson of the Company taking into account the views of the Executive Director and the Non-Executive Director;
3. Assess the quality, quantity and functions of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
8. Evaluation of the Board's Performance:
During the year under review, pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.
The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
9. Compliance Officer:
Mr. D. N. Nagarkar, Company Secretary has been designated as the Compliance Officer of the Company as per the requirement of the Listing Agreement.
11. Postal Ballot:
During the financial year under review, no special resolution was passed through Postal Ballot.
12. Vigil Mechanism/Whistle Blower Policy:
The Company has framed a Vigil Mechanism/Whistle Blower Policy which was approved by the Board of Directors on November 11, 2014. The Company's personnel have direct access to the Chairman of the Audit Committee to report concerns about unethical behavior (actual or suspected), frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee. Adequate safeguards are provided against victimization of whistle blowers availing of such mechanism.
i. At the Board Meeting, the Directors disclose the names of the Companies/Parties in which they are interested, and accordingly the Register of Contracts under Sections 184, 188 & 189 of the Companies Act, 2013 is tabled and signed. Related party transactions as per Note No. 41.2 appearing in Financial Statements of the financial year are approved by the Audit Committee and recommended to the Board of Directors for their approval. During the year there were no transactions of material nature with the Directors or the Management or relatives that had potential conflict with the interests of the Company. The Policy on Related Party Transactions is posted on the website of the Company, i.e. <http://www.bharatbijlee.com/doc/RPT-Policy.pdf>.
ii. Quarterly Disclosures - Results and notes thereon.
iii. Risk identification, prioritization and mitigation plans for the top risks have been finalized with the risk owners at the beginning of Financial Year. A risk policy and a formal organisation structure for risk management and monitoring process is in place. All risks and mitigation plans are monitored and reviewed. The risk management and minimisation procedures are being reviewed with the Board members periodically."
iv. There were no instances of non-compliance on any matter related to the Capital Markets, nor were any penalties or strictures imposed on the company by SEBI or any Stock Exchanges or any statutory authority for non-compliance on any matter related to the Capital Markets during the last 3 years.
v. No member of the Senior Management has a potential conflict with the interest of the Company at large relating to any material financial and commercial transaction.
vi. The Company affirms that no employee has been denied access to the Audit Committee.
vii. The Company has complied with all mandatory requirements as stipulated in Clause 49 of the listing agreement with Stock Exchanges.
viii Compliance Report on Non-Mandatory requirements under Clause 49:
a. The Board - The Chairman of the Company is a Non-Executive Director. The Company has adequate facilities at its registered office to maintain an office for the Chairman but presently no such entitlement is explicitly given.
b. Shareholder Rights - The quarterly and year to date financial statements are disseminated through Stock Exchanges, published in newspaper and also uploaded on Company's website. However, the Company does not send any other half-yearly declaration of financial performance and summary of the significant events in last six-months to its shareholders.
c. Audit qualifications - The Statutory Auditors of the Company have issued an unqualified Audit Report on the financial statements of the Company for the financial year ended March 31, 2015.
d. Separate posts of Chairman and CEO - The Company has maintained separate posts of a Non-Executive Chairman and Managing Director.
e. Reporting of Internal Auditor - The Internal Auditor reports directly to the CFO and is present in most Audit Committee Meetings. He has direct access to the Audit Committee.
ix The shares held by the promoters have not been pledged with any Banks, Financial Institutions or with any third party.
14. Communication to Shareholders:
i. Quarterly/half-yearly/annual results and information relating to convening of Board meetings/Annual General Meetings are published in Free Press Journal and Navshakti and are also notified to the Stock Exchanges as required under the Listing Agreement. Half-yearly report is not sent to each shareholder in view of its publication in newspapers. As required by the Listing Agreement, the requisite information is transmitted through Corporate Filing and Dissemination System (CFDS). They are also filed with the National Stock Exchange of India Limited through NSE Electronic Application Processing System (NEAPS). All such financial results are also posted on the Company website. The Stock Exchanges are also informed of all materially significant events which have taken place during the year under review. The Annual Accounts are also filed with the MCA in the XBRL format.
ii. The Company has made no presentation to any Institutional Investors/Analysts during the year.
iii. Management Discussion and Analysis is covered as part of this Annual Report.
iv. The Company has in place a Model Code as prescribed under SEBI (Prohibition of Insider Trading) Regulations, 1992 ('the Code'), as amended form time to time, and all designated employees have disclosed their holdings and dealings in the shares of the Company and have been obtaining prior approval before dealing in shares in excess of the prescribed limit under the said code.
Further, SEBI has replaced the old Insider Trading Regulation, 1992 with the (Prohibition of Insider Trading) Regulations, 2015 which came into force from May 15, 2015. Accordingly your Directors have approved and adopted the 'Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders' in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015.
v. The Company has its own website, www.bharatbijlee.com vi. I n terms of the Clause 49 of the Listing Agreement, the certification by the Managing Director and Vice President: Finance & Corporate Strategy on the financial statements and internal controls relating to financial reporting has been obtained by the Board of Directors.
vii. As required under revised Clause 49, the Company has established a Vigil Mechanism/Whistle Blower policy, which is posted at the website of the Company, i.e., <http://www.bharatbijlee.com/doc/BBL-WHISTLEBLOWER-POLICY.pdf>
15. General Shareholders Information: i. Annual General Meeting:
Day : Tuesday
Date : September 22, 2015
Time : 3.00 p.m.
Venue: Walchand Hirachand Hall, 4th Floor, Indian Merchants' Chamber, Churchgate, Mumbai 400 020
The Company follows April-March as its financial year. The results for every quarter are declared in the month following the quarter except for the quarter January-March, for which the Audited results are declared in May as permitted by the Listing Agreement.
Dates of Book Closure:
Wednesday, 16th September, 2015 to Tuesday, 22nd September, 2015 (both days inclusive). Dividend Payment Date : Not Applicable
Listing of Equity Shares on Stock Exchanges:
Name of Stock Exchange
BSE Ltd. (Bombay Stock Exchange) National Stock Exchange of India Limited (NSE)
The listing fees for the financial year 2015-16 have been paid to both BSE & NSE. Demat internationals security Identification No. :
INE 464A01028 NSDL & CDSL
vii. Registrar and Transfer Agents:
Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai 400 078. Tel : 25963838 • Fax : 25946969
viii. Share Transfer System:
The Board has constituted a Share Transfer Committee and has delegated the requisite power to the Committee to attend to share transfer matters. All share transfer and share related issues are approved by a share transfer committee comprising 4 Directors and approvals are obtained at intervals not exceeding 15 days.
x. Dematerialization of shares and liquidity:
Your Company's shares are traded compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
As on 31st March, 2015, 97.99% of shares have been held in dematerialized form and the rest are in physical form. All promoters' shareholding are in dematerialised form (100%).
xi. The Company has no outstanding GDR's/ADR's/Warrants or any convertible instruments, since not issued.
xii. Plant Location:
No. 2, M.I.D.C., Thane - Belapur Road, Airoli, Navi Mumbai 400 708, Maharashtra.
xiii. Address for correspondence:
The Corporate Secretarial Department is located at the Company's Registered Office situated at Electric Mansion, 6th Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025, Telephone No. 24306237, Fax No. 24370624. Shareholders may correspond on all matters relating to shares at the addresses mentioned below:
1. Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup (W), Mumbai 400 078 Tel : 25963838 Fax : 25946969
2. Bharat Bijlee Limited, Electric Mansion, 6th Floor Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025. Tel : 24306237 Fax : 24370624
2. As per the requirement of Clause 47(f) of the Listing Agreement with Stock Exchanges, the Company has created a dedicated email ID (firstname.lastname@example.org) exclusively for the purpose of registering complaints of Investors and this is prominently displayed on the Company's website: www.bharatbijlee.com