REPORT ON CORPORATE GOVERNANCE
The Directors present the Company's Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges.
1. Company's philosophy on Code of Corporate Governance
The Company has always been committed to the system by which the business is conducted on the principle of good corporate governance. The culture of good corporate governance is followed at all stages in conducting the business. The principles of corporate governance viz. integrity, equity, fairness, accountability and commitment to values are promoted continuously.
The Corporate Structure, business and financial reporting practices have been aligned to the principles of corporate governance. Continuous Endeavour is made to improve these practices on an ongoing basis.
2. Board of Directors
a) Composition, Category of Directors, Attendance at Meetings, Other Directorships & Chairmanship and Memberships of Board Committees
The Company has an Executive Chairman. Mr. Ajit G Nambiar is the Chairman and Managing Director and Independent Directors are half of the total strength of the Board. The Company has complied with the requirements of Clause 49 of the Listing Agreement on the composition of the Board.
In terms of the Listing Agreements executed by the Company with Stock Exchanges and pursuant to Section 177 of the Companies Act, 2013, the Company has constituted Audit Committee which also complies with the requirements of Clause 49 of the Listing Agreement on the composition of the Audit Committee.
a) Terms of reference
1. Oversight of the Company's financial reporting process.
2. Recommending the appointment and removal of external auditor, fixation of audit fee and approval for payment for other services.
3. Reviewing with management the annual financial statements before submission to the Board, focusing primarilyon:
- Any changes in accounting policies and practices.
- Major accounting entries based on exercise of judgment by management
- Qualifications in draft audit report.
- Significant adjustments arising out of audit.
- The going concern assumption.
- Compliance with accounting standards.
- Compliance with Stock Exchange and legal requirements concerning financial statements.
- Any related party transactions i.e., transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.
4. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.
5. Reviewing 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.
6. Discussion with internal auditors on any significant findings and follow up thereon
7. 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.
8. Discussion with external auditors, before the audit commences, on the nature and scope of the audit as well as post-audit discussions to ascertain any area of concern.
9. Reviewing the Company's financial and risk management policies.
10. 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.
11. Investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice, secure attendance of outsiders with relevant expertise, if it considers necessary, invite such executives of the Company, as it may consider appropriate and have full access toinformationcontainedintherecordsoftheCompany.
b) Composition, name ofmembers, chairperson and attendance at meetings
The Company constituted its Audit Committee of Directors duringtheyear1997-98.
4. Nomination & Remuneration Committee
The Remuneration Committee was renamed as Nomination and Remuneration Committee pursuant to the requirement under Listing Agreement and Sec 178 of the Companies Act (CA), 2013. The Nomination and Compensation Committees were merged into one committee and the nomenclature of the committee had been changed to Nomination and Remuneration Committee (NRC) at the Board meeting held on 14th May, 2014. The Committee had been reconstituted to suit the requirements of provisions of the said Act and the Listing Agreement.
a) Terms of Reference
To assist the Board of Directors to determine the remuneration packages for Executive Directors including pension rights and payment of compensation and to function as Compensation Committee in terms of the SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.
b) Composition, name of members and chairperson
The composition of the Committee and the attendance at the Meetings of the Compensation Committee are as follows:
Name Designation Capt. S. Prabhala Chairman
Mrs. Anju Chandrasekhar Member
Mr. Suraj L Mehta* Member
*Inducted as member on 14.11.2014
c) Number of Committee Meetings held, with dates.
Committee has met once during the Financial Year 2014-15, i.e. on 14th November, 2014. Mr. Suraj L Mehta and Capt. S Prabhala have attended that meeting.
d) Remuneration Policy
The Company considers its employees as one of the most valuable assets. It's remuneration policy is aimed at motivating the employees to put in their best efforts to achieve the growth plans of the Company. Its remuneration policy is transparent and rewards merit.
5. Stakeholders Relation Committee
PursuanttotheprovisionsofSec178oftheCompaniesAct, 2013, the nomenclature of this committee has been changed from Investors' Relations Committee to Stakeholders Relationship Committee.
a) Terms of Reference
- Approval of requests received for Transfer/ Transmission/ Transposition of sharesin the physical form.
- Deletions of names
- Approval of requests received for issue of Duplicate Share Certificates
- Rejection of requests for share transfers, wherever applicable
- Review of share transfers and time taken, issues relating to Refund Account, Unpaid dividend etc.,
- Establishment of Bank Accounts for dividend distribution
- Grant of authority to Company Secretary / Others to approve valid transfer documents in physical form
- Redressal of complaints received from Shareholders / Investors on non-receipt of shares after transfer in the physical form, Complaints on non-receipt of Balance Sheets, dividend, etc.,
- Approval of requests received for rematerialisation of shares
b) The Members of the Stakeholders Relationship Committee are:
i) Capt. S Prabhala, Chairman (Independent & Non Executive)
ii) Mrs. Anju Chandrasekhar (Non-Executive) and
iii) Mr. Ajit G Nambiar (Executive)
c) Name and designation of Compliance Officer
Mr. D. Krishnan is the Company Secretary and Compliance Officer of the company.
d) Number of Committee Meetings held, with dates
Two (2) meetings of the Committee were held during the Financial Year ended 31st March, 2015 on the following dates:
Shareholder complaints are given top priority by the Company and are replied promptly by the Investors' Service Cell and also by the Registrars and Share Transfer Agents of the Company. It is the policy of the Company that Investor Complaints are attended to within 48 hours of receipt. Barring certain cases pending in Courts/ Consumer Forums, relating to disputes over the title to shares, in which the Company has been made a party, the Company has attended to most of the investor grievances/ correspondences.
a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the company at large :
There were no materially significant related party transactions during the year under review that might have had potential conflict with the interests of the company.
b) Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years: None
c) Whistle Blower Policy and affirmation that no personal has been denied access to the Audit Committee.
The Company has adopted a Whistle Blower Policy, and any personal can freely access the Audit Committee or its members.
d) Details of compliance with mandatory requirement and adoption of non-mandatory requirements of this clause
The Company has duly complied with the mandatory requirements of Clause 49 and has constituted a Compensation Committee, which also functions as Remuneration Committee, which is non-mandatory under Clause 49. Independent Directors have confirmed that they meet the criteria of 'Independence' as stipulated under Clause 49 of the Listing Agreement executed by the company with the Stock Exchanges.
8. Means of Communication
a) Quarterly results
The Company has been regularly publishing Audited/ Unaudited results in leading news dailies, immediately after the same is approved by the Board. The results are also posted on the Company's website.
b) Newspapers where in results normally published
The quarterly results are normally published in the all India edition of Business Standard and Palakkad edition of Mathrubhumi /Mangalam.
c) Company's Website address
The quarterly results and other official news are posted on the Company's website at
d) The presentations made to institutional investors or to the analysts
No presentations were made to institutional investors or to the analysts during the year 2014-15. e) E-mail ID for registering complaints by investors is: email@example.com
9. General Shareholder Information
Date, Time & Venue of Annual General Meeting
The Company will hold its 51st Annual General Meeting on Wednesday, the 30th day of September, 2015 at 10.00 A.M. at Sri Chackra International, Krishna Gardens, Chandranagar P.O., Palakkad - 678 007, Kerala.
The Company's financial year starts on 1st April and ends on 31st March everyyear.
Date of Book Closure
Register ofMembers/Register of Share Transfer books will remain closed from 21st September, 2015 to 30th September, 2015 (both days inclusive).
Dividend Payment Date
The Board of Directors have not recommended dividend on the equity shares for the financial year ended 31st March, 2015.
Listingon Stock Exchanges
The Company's equity shares are listed on the following stock exchanges and the Company has paid the appropriate listing fees for the financial year 2014-15:
1) Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai400 001
2) National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai400 051
Bombay Stock Exchange : 500074 National Stock Exchange : BPL
Registrar and Transfer Agents
Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad- 500 032, Telengana, India, Tel: +914067161700, Fax: +914023114087, E-mail: firstname.lastname@example.org Website : www.karvycomputershare.com Contact Person: Mr. P N Rao / Mr. K S Reddy
Share Transfer System
The Company's shares are compulsorily traded in the demat form. The ISIN allotted to BPL Limited is: - INE110A01019. Investors are required to establish an account with a Depository Participant to hold and trade shares in the dematerialized form. The list of participants is available with Depositories.
Share transfers in the physical form are approved on a fortnightly basis by the Company and are mailed to the investors. The total number of shares transferred during the year 2014-15 was 500 (previous year 500)
Dematerialisation of Shares and Liquidity
The Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), to facilitate holding & trading of Company's equity shares in electronic form. Nearly 98.03% of Company's shares are held in electronic form. The Company's shares are regularly traded on Bombay Stock Exchange Limited and the National Stock Exchange Limited.
Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion Date and likely impact on equity
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments and hence, there will not be any impact on equity.
Details of addresses of plant locations are mentioned elsewhere in the Annual Report.
Address for Correspondence
The Company Secretary, BPL Limited, Dynamic House, No. 64, Church Street, Bangalore 560 001.
Declaration as required under Clause 49 of the Listing Agreement
All Directors and senior management of the Company have affirmed compliance with the BPL Code of conduct for the Financial Year ended 31stMarch, 2015.
Ajit G Nambiar
Chairman & Managing Director
Place : Bangalore
Date : 14th August, 2015