Report on Corporate Governance in compliance with the requirements as stipulated in clause 49 of the Listing Agreement with the Stock Exchange. The Company has been incorporating, a separate section on Corporate Governance in the Annual Report to provide useful information to the Investors as well as the Shareholders.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company's Philosophy on Corporate Governance encourages attainment of transparency, accountability and propriety in the functioning of the Company.
2. BOARD OF DIRECTORS: Composition and Meeting of the Board:
The Board of Directors comprises of Mrs. Chandrika A. Bodani, Executive Chairperson, Mr. Dharmil A. Bodani, Managing Director, Mr. Shyamal A. Bodani, Executive Director, Mr. Devendra Singh Raghava, Executive Director-Operations and four Non- Executive Directors viz. Mr. Harshvardhan A. Piramal, Mr. Prakash V. Mehta, Mr. Ranjit A. Puranik and Ms. Amruda V. Nair. All Non-Executive Directors are Independent Directors. During the financial year under review total four Board Meetings were held i.e. on 29th May, 2014, 14th August, 2014, 14th November, 2014 & 06th February, 2015.
Mr. Anil K. Bodani, Executive Chairman till 20.12.2014 passed away on 20th December, 2014. The Board placed on record the guidance provided by him through his lifetime.
Mrs. Chandrika A. Bodani was appointed as Director as per Section 161 of the Companies Act, 2013 and Subsequently appointed as whole time director designated as Executive Chairperson w.e.f 20.01.2015 subject to approval of Shareholder at ensuing general meeting.
None of the director on the board is a member of more than ten committees or chairman of more than five committees across all companies in which they are directors.
Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting:
Disclosures regarding Directors Appointment/Re-Appointment as per clause 49 of the listing agreement is annexed with the Notice calling the Annual General Meeting of the Company.
Shareholding of Directors:
None of the directors hold any shares in the Company. Code of Conduct:
The Company has framed a code of conduct for the Non-Executive Directors, Executive Directors and Senior Management Personnel of the Company. The declaration regarding compliance of the said code of conduct by the Non-Executive Directors, Executive Directors and senior management personnel is given as Annexure I to this report.
3. AUDIT COMMITTEE:
Terms of Reference:
The terms of reference of the committee covers all items stated in clause 49 of the listing agreement entered by the Company with stock exchange in addition to the powers and role of the audit committee laid down under the provisions of Companies Act, 2013 are summarized as under:
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) Recommending the appointment and removal of auditors, fixation of audit fee and also approval for payment for any other services.
3) Approving 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 of 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) Examination of the financial statement and the auditors' report thereon;
21) Monitoring the end use of funds raised through public offers and related matters.
22) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
23) To grant omnibus approval for related party transactions wherever required and to review the transactions made in pursuance of such omnibus approval.
Composition and Meetings of Audit Committee:-
During the year, under review the Committee met four times i.e. on 29th May, 2014, 14th August, 2014, 14th November, 2014 & 06th February, 2015.
The Audit Committee comprises of following Directors:
Mr. Harshvardhan A. Piramal, Chairman; Mr. Prakash V. Mehta, Member, Mr. Dharmil A. Bodani, Member, Mr. Ranjit A. Puranik, Member and Ms. Amruda V. Nair, Member.
a) Mr. Harshvardhan A. Piramal was the Chairman for three Audit Committee Meetings and Mr. Prakash V. Mehta was the Chairman for one Audit Committee Meeting. Except Mr. Dharmil A. Bodani, Managing Director, all other members of the Audit Committee are independent Directors.
b) The Company Secretary acts as a Secretary to the Committee.
As required by the provisions of Companies Act 2013 and Listing Agreement, the Company has established Vigil Mechanism and adopted Whistle Blower Policy to provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee or the director nominated to play the role of Audit Committee.
NOMINATION & REMUNERATION COMMITTEE :-
The Nomination and Remuneration Committee comprises of Mr. Harshvardhan A. Piramal, Mr. Prakash V. Mehta and Mr. Ranjit A. Puranik. The Committee met twice during the year on 14th August, 2014 and 06th February, 2015.
Mr. Harshvardhan A. Piramal is the Chairman of Committee. The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 and Clause 49 IV of the Listing Agreement.
The terms of reference of the Committee inter alia, include the following:
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every director's performance.
• Formulating a criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.
• Formulating a criteria for evaluation of Independent Directors and the Board.
• Devising a policy on Board diversity.
4. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee, comprising of the following Directors:
1. Mr. Harshvardhan A. Piramal, Non-Executive Director
2. Mr. Ranjit A. Puranik, Non-Executive Director
3. Mr. Dharmil A. Bodani, Managing Director.
The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.
During 2014-15, the Committee met four times on 29th May, 2014, 14th August, 2014, 14th November, 2014 and 6th February, 2015.
Terms of Reference
The Stakeholders Relationship Committee reviews and ensures the existence of a proper system for timely resolution of grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipts of declared dividends. The terms of reference of the Committee have been aligned to the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Company's Registrars & Share Transfer Agent Sharex Dynamic (India) Private Limited had received 21 letters/complaints during the financial year, out of which 20 were replied /resolved to the satisfaction of the Shareholders and 1 compliant remained pending, since resolved.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Company has also constituted Corporate Social Responsibility Committee ('CSR Committee') on 29th May 2014. Details of this Committee are provided below:
Constitution of the Committee
The Corporate Social Responsibility Committee comprises three members, details are given below: Mr. Shyamal A. Bodani, Chairman (Executive Director)
Mr. Harshvardhan A. Piramal, Member (Non- Executive, Independent Director)
Ms. Amruda V. Nair (Non- Executive, Independent Director)
The composition of the Committee is in compliance with Section 135 of the Companies Act, 2013. Terms of Reference
The terms of reference of the Corporate Social Responsibility Committee are in alignment with Section 135 of the Companies Act, 2013, and include implementation and monitoring of CSR activities.
Meetings Held & Attendance
The Committee met one time during the FY 2014- 15, on 14th August, 2014. The meetings were attended by all members of the Committee.
6. INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on March 24, 2015, inter alia, to discuss:
1. Evaluation of the performance of Non-independent Directors and the Board of Directors of the Company as a whole.
2. Evaluation of the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors.
3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors except Ms. Amruta V. Nair were present at the Meeting.
7. CEO/CFO CERTIFICATION:
Managing Director and Chief Financial Officer of the Company have furnished the requisite Certificates to the Board of Directors under Clause 49 (IX) of the Listing Agreement.
1. There were no transactions of material nature with the promoters, the directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the company at large.
2. Disclosure of transactions with related parties as required under accounting standard 18 prescribed by the Companies (Accounting Standards) Rules 2006 is made in Note No. 32 (A & B) in Notes on Financial Statements.
3. There was no instance of non-compliance nor have any penalty, stricture been imposed by any stock exchange or SEBI or any other statutory authority during the last three years on any matter related to the capital markets.
Non- Mandatory requirement:
The Company has formed a Remuneration Committee (Nomination and Remuneration Committee), details of which are given earlier.
9. MEANS OF COMMUNICATION:
Quarterly/half yearly financial results of the company are forwarded to the stock exchanges on which Company's shares are listed and are published in the newspapers, Indian Express (English edition) at Vadodara and Financial Express (Gujarati edition) at Ahmedabad and in Free Press Journal (English edition) & Nav-Shakti (Marathi edition) in Mumbai. As directed by the stock exchanges, the company's working results and other disclosures are published by the company in its website www.camphor-allied.com >. Company has not made any presentation to any Institutional Investors /Analysts during the year.
11. GENERAL INFORMATION FOR MEMBERS:
Date, Time & Venue: : 24th September 2015 at 12.00 Noon
Regd. Office: Plot No. 3, GIDC Industrial Estate, Nandesari - 391 340, Dist. Vadodara, Gujarat.
(Financial Calendar Proposed)
Financial year : April 2015 to March 2016
First Quarter Results : End of July/ Starting of August 2015
Half yearly Results : End of October/Starting of November 2015
Third Quarter Results : End of January/Starting of February 2016
Audited Results for the : Year Ending 31st March 2016: End of May, 2016
Date of Book Closure :
15th Sept. 2015 to 24th Sept. 2015
Dividend payment date :
on or after 29th September, 2015
Listing on Stock Exchange :
Bombay Stock Exchange (Scrip Code: 500078)
Demat ISIN Number for NSDL & CSDL :
CIN number of Company :
Share Transfer System:
Your Company follows a fortnightly cycle for processing and updating share transfers.
The share transfers register and reports are approved by a Share Transfer Committee of the Company. The same are then confirmed by the Board of Directors at the next Board Meeting. No transfer of shares was pending on 31st March, 2015.
Dematerialization of shares
Out of 51, 33,674 Shares, 45, 29,191 Shares equivalent to 88.23% of the paid up capital of the Company have been dematerialised till 31st March, 2015
Outstanding ADRs/GDRs etc.
The Company has not issued any GDRs, ADRs, Warrants or any Convertible Instruments, the conversion of which will have an impact on equity shares of the Company.
(i) P.O. Clutterbuckganj, Bareilly (U.P.) 243 502.
(ii) Plot No. 3, GIDC Ind. Estate, Nandesari, Vadodara (Gujarat) 391 340.
Address for correspondence
Plot No. 3, GIDC Ind. Estate, Nandesari, Vadodara - 391 340. T : +91 265 2840251 F: +91 265 2840224
For Physical & Demat M/s. Sharex Dynamic India Pvt. Ltd Unit : Camphor & Allied Products Ltd., Unit no.1, Luthra Ind. Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai - 400072 Tel: 022-2851 5606/ 5644/ 6338. Fax: 022-28512885 Visit us at: Email: email@example.com
Exclusive Email id for redressal of investor complaints
In terms of Clause 47(f) of the listing agreement, please use the following email address, which is exclusive for shareholders complaints. Email- firstname.lastname@example.org