REPORT ON CORPORATE GOVERNANCE
A COMPANY'S PHILOSOPHY ON THE CODE OF GOVERNANCE
The company believes that good corporate governance creates goodwill amongst stakeholders, thus, helps the company to achieve its long term corporate goals, brings consistent sustainable growth and generates competitive return for the investors.
The company also believes that transparency, accountability and compliance of various laws are the key elements for achieving good corporate governance.
B BOARD OF DIRECTORS
The Board of Directors comprises of Six members as at 31st March, 2015, of whom one is Executive Director and remaining five are Non - Executive Directors including four Independent Dirrctors.
In view of the above 83% of the Board of Directors of the Company comprises of Non - Executive Director and 67% of the Board of Directors comprises of Independent Directors.
During the financial year 2014 - 2015 five meetings of the Board of Directors were held on 27th May, 2014, 8th August, 2014, 3rd November, 2014, 11th November, 2014 and 12th February, 2015.
C BRIEF NOTE ON THE DIRECTORS SEEKING RE - APPOINTMENT / APPOINTMENT AT THE 25th ANNUAL GENERAL MEETING
In compliance with Clause 49 IV (E) of the Listing Agreement with the Bombay Stock Exchange Limited, brief resume, expertise and details of other directorships, membership in committees of Directors of other companies and shareholding in the Company of the Directors proposed to be appointed / re-appointed are as under:
The Company has three Committees of the Board viz. Audit Committee, Stakeholders' Grievance Committee and Nomination and Remuneration Committee. The terms of reference of these committees is decided by the Board of Directors of the Company. Signed minutes of the Committee Meetings are placed at the meeting of the Board.
The role and composition including the number of meetings and related attendance are given below.
1 AUDIT COMMITTEE
As at 31st March, 2015 the Audit Committee of the company comprises of three directors as members viz. Mr. Anup Jatia, Executive Director, Mr. Shivhari Halan and Mr. Sujay Sheth, both Non - Executive Independent Directors. The Chairman of the Committee is Mr. Sujay Sheth.
All the members have requisite accounting, financial and management expertise.
Terms of Reference
The terms of reference of Audit Committee are in accordance with the guidelines stipulated under Clause 49 of the Listing Agreement and are in accordance with Section 177 of the Companies Act, 2013. The Committee is entrusted with the following responsibilities:
1) To oversee the company's financial reporting process and disclosures of financial information to ensure that the financial statements are correct, sufficient and credible.
2) To examine financial statements and the auditors' report thereon.
3) To recommend Board of Directors of the Company for appointment, re-appointment and removal of statutory auditors and to fix their audit fees and approve payment for any other services rendered by the statutory auditors.
4) To review and monitor the auditors' independence and performance, and effectiveness of audit process
5) To review with the management, quarterly as well as annual financial statements including of subsidiaries/ associates, before submission to the board for approval.
6) To review with the management performance of statutory and internal auditors and adequacy of internal control system.
7) To review the adequacy of internal audit function 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.
8) To discuss with internal auditors any significant findings and also reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularities or failure of internal control systems of material nature and reporting the matter to the board.
9) To discuss 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.
10) To review Management Discussion and Analysis of financial condition and results of operations, Statement of significant related party transactions, Management letters / letters of internal control weaknesses issued by the statutory auditors and Internal Audit Reports relating to internal control weaknesses.
11) To review and evaluate the Company's internal financial controls and risk management systems / policies.
12) To approve transactions of the Company with related parties.
13) To scrutinise inter - corporate loans and investments.
14) To undertake valuation of undertaking or assets of the company, wherever it is necessary
15) To monitor the end use of funds raised through public offers and related matters.
16) To perform such other functions as may be delegated by the Board of Directors of the Company.
Meeting and Attendance
During the year, four meetings of the Audit Committee were held and were attended by all the members of the Committee.
Minutes of the meetings of the Audit Committee are approved and signed by the Chairman of the Committee and are noted and confirmed by the Board in its next meeting.
Mr. C. P. Vyas, Company Secretary of the Company acts as Secretary to the Committee.
2 STAKEHOLDERS' RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act, 2013, the nomenclature of Shareholders' / Investors' Grievance Committee was changed to "Stakeholders' Relationship Committee".
As at 31st March, 2015, the Stakeholders' Grievance Committee comprises of three directors as member and is headed by Mr. Basant Kumar Goenka as Chairman. The other members of the Committee are Mr. Shivhari Halan and Mr. Anup Jatia.
Terms of Reference
1. The Committee looks into the redressal of Shareholders'/Investors' Complaints/Grievances pertaining to transfer or credit of shares, non receipt of annual reports, dividend payments, bonus shares and any other miscellaneous complaints.
2. The Committee oversees and reviews all matters connected with transfer and transmission of securities, dematerialisation and rematerilisation of securities and also inter-alia approves issue of duplicate, split of share certificates, allotment letters and certificates, etc.
3. The Committee reviews performance of the Registrar and Share Transfer Agents of the company periodically and recommends measures for overall improvements in the quality of investors/shareholders related services.
Meeting and Attendance
During the year, a meeting of the Stakeholders' Grievance Committee was held and was attended by all the members of the Committee.
Minutes of the meetings of the Stakeholdes' Grievance Committee were approved and signed by the Chairman of the Committee and are noted and confirmed by the Board in its subsequent meeting.
Mr. C.P.Vyas, Company Secretary of the Company acts as Secretary to the Committee.
To expedite the share transfer process in the interest of the investors, the power to approve equity share transfer was delegated to Mr. C.P.Vyas - Company Secretary of the Company and Mr. Nevil Avlani - Assistant Company Secretary of the Company severally.
M/s. Satellite Corporate Services Private Limited is the Registrar and Share Transfer Agents both for physical as well as electronic mode. The said Mr. C. P. Vyas acts as Compliance Officer.
3 NOMINATION AND REMUNERATION COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act, 2013, the nomenclature of Remuneration Committee was changed to "Nomination and Remuneration Committee".
As at 31st March, 2015, the nomination and remuneration committee comprises of three directors as members viz. Mr. Shivhari Halan, Mr. Sujay Sheth and Mr. Basant Kumar Goenka. All the members of the Committee are Independent and Non - Executive Directors of the Company.
The Chairman of the Committee is Mr. Shivhari Halan.
Terms of Reference
1. Appointment/Re-appointment of Directors / Key Managerial Personnel and Senior Management.
2. To review the performance of the Directors / Key Managerial Personnel and Senior Management.
3. To recommend the Board of Directors of the Company Salary, Perquisites, Bonus and Commission to be paid to the Company's Key Managerial Personnel and Senior Management after considering the Company's performance.
4. Remuneration to Non - Executive / Independent Director.
5. Devising policy on Board Diversity and amending the same.
Meeting and Attendance
During the year, two meetings of the nomination and remuneration committee were held and were attended by Mr. Shivhari Halan and Mr. Sujay Sheth.
Minutes of the meetings of the Nomination and Remuneration Committee are approved and signed by the Chairman of the Committee and were confirmed by the Board in its subsequent meeting.
The Company Secretary acts as the Secretary to the Committee.
1. MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
There was no material transaction with any of the related parties. None of the transactions recorded were in conflict with the interests of the Company. All the related party transactions are negotiated at arms' length basis and are only intended to further the interest of the Company. The details of related party transactions are disclosed in Note No. 31 of Notes to financial statements of the Annual Report.
The Company has received sufficient disclosures from promoters, directors or the management wherever applicable.
2. STATUTORY COMPLIANCE, PENALTIES AND STRICTURES
The Company has complied with applicable statutory rules, regulations and guidelines notified by Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI) and the Stock Exchange. There was no default on any related issue during the last three years.
3. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement with the stock exchange, the Company has adopted Whistle Blower Policy, which provides a formal mechanism for all Directors and employees of the Company to approach the Audit Committee of the Company and to make proactive disclosure to the Committee about unethical behavior and actual or suspected fraud. The disclosures reported are addressed in the manner and within the time frame prescribed in the Policy. The Company affirms that no director or employee of the Company has been denied access to the Audit Committee. The policy on Vigil Mechanism / Whistle Blower Policy is available on the website of the Company <http://www.blackrosechemicals.com/admin/investor/BRIL> - Policy on Vigil Mechanism.pdf
4. CODE OF CONDUCT
The company has adopted a Code of Conduct for the Board of Directors and Senior Management of the Company and all the Board Members and Senior Management have affirmed their adherence to the Code. The Model Code of Conduct is available on the website of the company <http://www.blackrosechemicals.com/> admin/investor/BRIL-Code of Conduct.pdf. The declaration from the Executive Director of the company to this effect forms a part of this Annual Report.
5. CODE OF CONDUCT FOR PREVENTION/PROHOBITION OF INSIDER TRADING
For prevention/prohibition of Insider Trading in securities by the Promoters, Directors and Designated/ Specified Employees, the Company has adopted a Code of Conduct as required under SEBI (Prohibition of Insider Trading) Regulations, 2015.
6. EXECUTIVE DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) OFFICER CERTIFICATION
A Certificate duly signed by Executive Director and CFO of the Company was placed at the Board Meeting of the Company held on May 29, 2015. A copy of the certificate is annexed to this Annual Report.
H MEANS OF COMMUNICATION WITH SHAREHOLDERS
The quarterly/half yearly/annual un-audited/audited financial results of the Company are sent to the stock exchange immediately after they are approved by the Board of Directors. In addition, these results are simultaneously posted on the website of the Company at www.blackrosechemicals.com . The company has not made any presentations to institutional investors or to the analysts. The results were published in the following newspapers:
1. Free Press Journal (English Language)
2. Navshakti (Vernacular Language)
Press reports are given on important occasions.
I GENERAL SHAREHOLDERS' INFORMATION
1 Financial Year:
April - March
2 Dividend Payment Date
Your Directors have not recommend any dividend for the financial year 2014 - 2015.
3 Listing on Stock Exchange
The equity shares of the company are listed on Bombay Stock Exchange Limited. The company has paid annual listing fees for the financial year 2015 - 2016.
4 Stock Code:
5. Registrar and Share Transfer Agents
M/s. Satellite Corporate Services Private Limited B-302, Sony Apartment, Off. Andheri Kurla Road, Jarimari, Sakinaka, Mumbai-400 072.
Tel: 022-2852 0461, 2852 0462. Fax: 022-2851 1809 E-mail: firstname.lastname@example.org
6 Share Transfer System
Share Transfers in physical form can be lodged with our Registrar and Share Transfer Agents M/s. Satellite Corporate Services Private Limited at the above mentioned address. The transfers are normally processed within 8 - 10 days from the date of receipt, if the documents are complete in all respects. Mr. C.P. Vyas -Company Secretary and Mr. Nevil Avlani - Assistant Company Secretary are severally empowered by the Board of Directors of the Company to approve transfers.
7 Dematerilisation of Shares and liquidity
The Company's has availed demat facility with National Securities Depositories Limited (NSDL) and Central Depositories Securities Limited (CDSL) and the Company's ISIN is INE761G01016.
As on 31st March, 2015, 93.76% of the total paid up equity share capital of the Company are in dematerilisation form.
9 Address for Correspondence
145-A, Mittal Tower, Nariman Point, Mumbai - 400 021.
Tel: 022 - 4333 7200
10 E-mail ID of the grievance redressal division/compliance office exclusive for the purpose of registering complaints by investors
11 Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion date and likely impact on equity
The company has not issued any ADRs/GDRs/Warrants or any Convertible Instruments.
12 Plant Locations
1. Shree Laxmi Co-Op. Industrial Estate Ltd., Plot No. 11 To 18, Hatkanangale - 416 109, Dist. Kolhapur, Maharashtra.
2. Plot No. 675, GIDC, Jhagadia, Jhagadia Industrial Estate, Jhagadia - 393110, Bharuch, Gujarat.
13 Contact person for clarification on financial statements
For clarification on financial statements please contact Mr. C. P. Vyas E-mail: email@example.com / firstname.lastname@example.org
Ph: +91 22 4311 0100 Address: 145/A, Mittal Tower, Nariman Point, Mumbai - 400021.
Members are requested to note that vide Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 issued by the Securities and Exchange Board of India (SEBI), compliance with the provisions of clause 49 shall not be mandatory in respect of certain specified class of companies.
Our company falls under such specified class and hence the above disclosures are made as per the provisions of clause 49 of the listing agreement as applicable before the issue of the said SEBI circular.