REPORT ON CORPORATE GOVERNANCE
In compfance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Mumbai, the Company submits the report on the matters mentioned in the said Clause and practice followed by the Company.
I MANDATORY REQUIREMENTS
1. Company's philosophy on Code of Governance:-
Your Company believes that compliance of the cardinal principles of Corporate Governance, namely, transparency, integrity and accountability together with adherence to obligations under relevant laws and regulations is essential for a disciplined and continuous progress of an enterprise which amis at maximization of Shareholder's value. Accordingly, the Company is committed to adhere to all the requirements of the Corporate Governance.
Your Company has implemented the guidelines stipulated by SEBI under Clause 49 of the Listing Agreement. The Report on Corporate Governance followed by the Company for the year ended 31a March, 2015 is as under:-
2. Board of Directors
(a) Composition of the Board (as on 31 -03-2015):-
The Board of Directors as on 31st March, 2015 consisted of 5 Non-Executive Directors & One Executive Director. Chairman of the Board is Non-Executive and also is a Promoter of the Company. As per Clause 49 of the Listing Agreement, where the Non-Executive Chairman is a promoter of the Company, at least one half of the Board of the Company shall consist of Independent Directors. The Board of Directors comprises of 3 Independent Directors as on 31st March, 2015.
(b) Board Meetings
In accordance with the provisions of Clause 49 of the Listing Agreement the Board meets at least 4 times a year and the gap between two Board Meetings is not more than 120 days as per Clause 49 of the Listing Agreement four Board Meetings were held during the nine Months Period ended 3151 March, 2015
The information as required under Annexure 1A to Clause 49 is being made available to the Board
None of the Directors was a member of more than 10 Board- level committees nor a Chairman of more than 5 such committees, across all Companies in which he was a Director.
The dates on which the said meetings were held are as follows:-
13* August, 2014; 19>h September, 2014; 13th November, 2014 and 11* February, 2015;
(c) Details of Director being re-appointed at the ensuing Annual General Meeting to be held on Thursday, 24"' September, 2015:-
As per the Companies Act, 2013, Mr. Laxmikumar Narottam Goculdas:- (DIN:00459347) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment
A brief resume of the Director being reappointed is as follows:
Mr. Laxmikumar Narottam Goculdas: (DIN.00459347)
Mr. Laxmikumar N. Goculdas aged 71 is the Chairman of the Company. He is an industrialist with rich business experience of more than
47 years. Besides he is Chairman of Dharamsi Morarji Chemical Company Limited. Mr. Laxmikumar N. Goculdas is associated with the Company as Director since 1997. He is a member of Audit Committee and Chairman of Shareholders Grievance Committee. He is Audit Committee member of Dharamsi Morarji Chemical Company Limited. Mr. Laxmikumar N. Goculdas holds 3,81,443 Equity Shares of the Company. As an executor to the estate of Late Shri R. M. Goculdas he holds 65,742 Equity Shares of the Company.
The Non - Executive Independent Directors fulfill the conditions of independence specified in Section 149 (6) of the Companies Act, 2013 and Rules made thereafter and meet with requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchange. A formal letter Of appointment to independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company viz. www.boraxmorarji.com
Familiarisation Programme for Directors
At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same. The Chairman and Managing Director also has one to one discussion with the newly appointed Director to familiarise him with the Company's operations. Further the Company has put in place a system to familiarise the Independent Directors about the Company. Its products, business and the on-going events relating to the Company.
3. Audit Committee
Composition, Names of Members and Chairman:-
The Audit Committee comprises cf three Non-Executive Directors, viz., Mr. A.W. Ketkar as Chairman, Mr. L. N. Goculdas .and Mr. S.V. Joshi. Mr. S.V. Joshi is a Chartered Accountant by Profession. Mr. A.W. Ketkar is a Chartered Accountant by profession. Mr. L. N. Goculdas is also a well known Industrialist. All the Members of the Company are professionals and are also financially literate within the meaning of Clause 2 Explanation 1 of Clause 49 of the Listing Agreement.
Mr. Dilip S Nagle, Company Secretary, acts as the Secretary of the Committee. Brief description of terms of reference
The terms of reference of the Audit committee are in line with the revised provisions of Clause 49 of the Listing Agreement. The broad terms of reference of the Audit Committee are to review with the Management and/or Internal Auditors and/or Statutory Auditors in the following areas:-
(i) Overview of the Company's financial reporting process and financial information disclosures;
(ii) Compliance with (1) Accounting Standards (2) Listing and other legal requirements concerning financial statements including applicable, laws and regulations;
(iii) Recommending the appointment and removal of internal, statutory and cost auditors and fixation of Audit Terms;
(iv) Review with the Management:-
(a) The annual and quarterly financial statements before submission to the Board and
(b) The external and internal Audit Reports, the adequacy of internal control systems
(c) Review of Management Discussion & Analysis of financial condition and results of operations
(d) Review of related party transactions.
Meetings and Attendance during the Nine Months Period Ended 31" March, 2015
Three Meetings of the Audit Committee were held during the Nine Months Period Ended 31st March, 2015, viz, IS"" August, 2014; 13th November, 2014 and 11th February, 2015;
All the members of the Committee were present at all the three Meetings. The Statutory Auditor attended all three meetings. Internal Auditors attended all three meetings while the Cost Auditor could not attend any of the meetings.
4. Nomination and Remuneration Commtttee:-
The Remuneration Committee presently consists of 3 Non-Executive Independent Directors, viz., Mr. A.W. Ketkar, Mr. D.T. Gokhale and Mr. S.V. Joshi, as Members. The Composition of the Committee is pursuant to the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Listing Agreement.
There was one meeting of the Remuneration Committee during the financial year 2014-15 on 11th February, 2015 wherein all the members of the committee were present.
Subject to the approval of the Board and of the Company in General Meeting and such other approvals as may be necessary; the Managing Director is paid remuneration as per the Agreements entered into between him and the Company.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees.
The performance evaluation of the Chairman and Managing Director and the Non-independent Directors was carried out by the independent Directors. The Directors express their satisfaction with the evaluation process.
Mr. Bimal Lalitsingh Goculdas joined Company as Director 1s'April, 2000. He is B.Chem. Engg. from I.C.T Mumbai and M.S. (Chemical) from U.S.A. He has experience in Indian and International business. The members of the company in 48th Annual General Meeting appointed him as Managing Director of the Company for a period of 3 (three) years w.e.f. 1st April, 2012 .Subject to the approval of the members in the ensuing Annual General meeting he is proposed to be reappointed as Managing Director from 1st April, 2015 to 31st March, 2018, Mr.Bimal Lalitsingh Goculdas , Managing Director of the Company is related to Mr. Laxmikumar Narottam Goculdas & Ms. Mitika Laxmikumar Goculdas
5. Shareholders/Investors' Grievance Committee
The present Shareholders'/Investors' Grievance Committee comprises of three Directors, viz., Mr. L.N. Goculdas (Chairman), Mr. A. W. Ketkar and Mr. D.T. Gokhale.
The Committee is vested with the requisite powers and authorities, which in addition to the Share transfer related matters, will specifically look into the redressal of Shareholders' and investors' complaints like transfer of Shares, non-receipt of Balance Sheet, non-receipt of declared dividends, etc.
In order to facilitate filing of complaints, if any, by the shareholders can place their complaints to firstname.lastname@example.org During the financial year 2014-15, there were no investors' complaints pending at the beginning of the year, No complaint was received during the year and no investors' complaint is pending at the end of the year.
6. Independent Directors Committee
In dependent directors Committee comprises of three Directors viz., Mr.A.W. Ketkar, Mr.S.V. Joshi and Mr. D.T. Gokhale. One meeting of Independent Directors was held during the Financial Year 2014-15, wherein all the committee members were present.
a) Code of Conduct
The Board of Directors has adopted the Code of Business Conduct and Ethics for the Directors and the members of the Senior Management. The said Code has been communicated to the Directors and the Members of the Senior Management. All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended 31st March, 2015.
b) At every Board Meeting and Audit Committee Meeting, the Register of Contracts maintained Under Section 189 of the Companies Act, 2013 is tabled and signed by the Directors.
c) Transactions with the related parties are disclosed on Page No. 78 in Note No. 31 of the Notes to the Accounts in the Annual Report. None of the related parties transactions are in conflict with the interests of the Company at large.
d) There was no non-compliance during the last three years by the Company on any matter related to Capital Market. Consequently, no penalties were imposed nor any strictures were passed on the Company by the Stock Exchange, Mumbai (on which the Company's equity shares are listed), SEBI or any other statutory authority.
e) The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement.
f) Related Party Transactions - There were no materially significant related party transactions that may have potential conflict with the interest of the Company at large. The Register of Contracts for the transactions in which Directors are interested is placed before the Board regularly for its approval. Transactions with related parties are disclosed on Page No. 78 in note number 31 of the notes forming part of Accounts, as per Accounting Standard Number AS 18:
g) The Company has adopted Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behavior. No person has been denied access to the Audit Committee.
9 MD/CFO Certification
The Managing Director and the Chief Finance Officer of the Company have furnished a certificate to the Board of Directors of the Company with respect to accuracy of financial statements for the financial year ended 31st March, 2015 and adequacy of internal controls as required under Clause 49 of the Listing Agreement.
10. Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct
In accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, I hereby confirm that all the Directors and the Senior Management Personnel of the Company have affirmed compliance to the Code of Conduct for the financial year ended 3181 March, 2015.
11. Means of Communication:-
a) Quarterly Results:
The Unaudited quarterly results are announced within 45 days from the end of the quarter and the audited annual results within 60 days from the end of the last quarter, as stipulated under Listing Agreement with the Bombay Stock Exchange.
b) Half yearly Report sent to each household of Shareholders: No
c) Newspaper wherein result normally published:
"Free Press Journal" (English) and "Nav Shakti" (Marathi, the regional language)
d) Any website, where displayed: www.boraxmorarji.com and www.bseindia.com
e) Whether website also displays officials news release: No
f) Whether presentations made to institutional investor or to the analysts: No
g) Management Discussion & Analysis Report:
The Report of the Directors, forming part of the Annual Report includes "Management Discussion & Analysis Report".
12. General Shareholder Information
(i) . 51s'Annual General Meeting:-
Date & Time : 24th September, 2015, 11.30 a.m.
Venue : Indian Merchants' Chamber Conference Hall (Walchand Hirachand Hall), IMC Marg, Churchgate, Mumbai 400 020.
Financial calendar for the year 2015-16(tentative)
September 30, 2015 By mid of November, 2015.
December 31, 2015 By mid of February, 2016.
March 31, 2016 By end of April/May 2016.
(ii) Book Closure:- 16th September, 2015 to 24th September, 2015 (both days inclusive)
(iii) Listing on Stock Exchange: - The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and the listing fee for the years 2014-15 and 2015-16 have been paid to the Stock Exchange.
(v) Stock Code 506315, Bombay Stock Exchange Limited (BSE)
(vii) Registrars and Transfer Agents
LINK INTIME INDIA PVT. LTD. [Formerly Intime Spectrum Registry Ltd.] (Unit: Borax Morarji Limited) C-13 Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West), Mumbai 400 078 (Tel. No.25963838) Email Id: rht.helpdesk@linkintime, co.in
Share Transfer System
Applications for transfer of shares held in physical form are received at the office of the Registrars & Share Transfer Agents of the Company. Al valid transfers are processed and effect within 20 days from the date of receipt.
Shares held in dematerialized form are electronically traded by the Depository Participants and the Registrars & Share Transfer Agents of the Company periodically from the Depository Participants details of beneficiary holdings so as to enable them to update their records and to send all corporate communications, dividend warrants, etc.
Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt provided they are in order in every respect. Bad deliveries are immediately returned to the Depository Participants under advice to the shareholders.
(ix) Dematerialization of shares and liquidity
As on 31s" March, 2015, out of 45,19,698 Equity Shares of the Company, Equity Shares representing 95.86 %, i.e. 43, 32,675 Shares have been dematerialized by Shareholders.
The total number of shareholders of the Company is 3456.
The Company has not issued any GDRs, ADRs, Warrants or any Convertible Instruments, the conversion of which will have an impact on the Equity Shares of the Company.
(x) Plant locations :
The Company's plants are located at:
(1) Mahatma Gandhi Road, Ambarnath 421 501 (2) Thosghar/Maloshi/Vankusawade, Dist. Satara, Maharashtra Dist. Thane, Maharashtra
(3) Nani Sindhodi, Kutch, Gujarat (4) Plot no. CH/5/1, GIDC Industrial Estate. Dahej- 392 130,
Taluka: Vagra Dist: Baruch, Gujarat
(xi) Company's address for correspondence:
Company Secretary, Borax Morarji Limited, Mahatma Gandhi Road, Ambarnath 421 501 Dist. Thane, Maharashtra Tel.: (022) 22048881 Fax No.(022) 22813657 Email: email@example.com
For Borax Morarji Limited
Place: Mumbai Bimal
Date: 13, August, 2015.