1. Company's Philosophy on Corporate Governance
The Company's philosophy on Corporate Governance envisages the attainment of high level of transparency and accountability across all facets of its operations and in all its interactions with its stakeholders, including shareholders, employees, customers, suppliers and statutory authorities.
2. Board of Directors (a)
Out of total strength of Nine (9) Directors as on 31st March, 2015, five are independent which complies with the requirements of the Listing Agreement relating to the composition of the Board.
(b) A brief profile of Directors seeking re-appointment is given in Annexure II A to this report.
(c) Number of Board Meetings, attendance at Board Meetings and previous Annual General Meeting:
During the year ended 31st March, 2015, Five (5) Board Meetings were held on 23/05/2014, 08/08/2014, 19/08/2014, 10/11/2014, and 11/02/2015.
(d) Code of Conduct:
The Board of Directors has laid down a Code of Conduct for Business and Ethics for all the Board Members, and all the employees in the management Grade of the Company. The Code gives guidance and support needed for ethical conduct of business and compliance of law.
A copy of the Code has been put on the Company's website at the link: <http://www.caprihansindia.com/corporatepolicy>
A declaration regarding compliance, signed by Managing Director is published in this report.
(e) Meeting of Independent Directors:
Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, a separate meeting of the Independent Directors was held on 22nd May, 2015 without the attendance of non-independent Directors and company executives. The meeting was attended by Ms. Anjali Seth, Mr. Bhoumick S. Vaidya, Mr. Nitin K. Joshi and Mr. Siddharth S. Shetye. The Independent Directors discussed matters pertaining to the Company's affairs and functioning of the Board and presented their views.
3. Committees of the Board A. Audit Committee:
Composition and Attendance at the Meeting:
During the year ended 31st March, 2015, four Audit Committee Meetings were held on 23/05/2014, 08/08/2014, 10/11/2014 and 11/02/2015.
(A) - Designated as Chairman on 10th November, 2014
(B) - Appointed as Member on 10th November, 2014
(C) - Ceased to be Member on 26th September, 2014
The terms of reference, role and scope are in line with those prescribed by Clause 49 of the Listing Agreement with Stock Exchange and Section 177 of the Companies Act, 2013.
Mr. K. R. Viswanathan, the Company Secretary, acts as the Secretary to the Committee.
B. Nomination and Remuneration Committee:
Composition and Attendance at the Meeting:
During the year ended 31st March, 2015, two meetings were held on 23/05/2014 and 08/08/2014.
(A) - Appointed as Member & Designated as Chairman on 10th November, 2014.
(B) - Appointed as Member on 10th November, 2014.
(C) - Ceased to be Member on 26th September, 2014.
(D) - Ceased to be Member on 1st August, 2014.
The terms of reference, role and scope are in line with those prescribed by Clause 49 of the Listing Agreement with Stock Exchanges.
The Company follows a policy on remuneration of Directors and Senior Management Employees.
Remuneration to Non-Executive Directors:
All Non-Executive Directors shall be paid sitting fees for participation in the Board/Committee Meetings as approved by the Board of Directors within the limits prescribed under the Companies Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Remuneration of Managing Director & CEO:
At the time of appointment or re-appointment, the Managing Director & CEO shall be paid such remuneration as may be mutually agreed between the Company (Which included Nomination & Remuneration Committee and the Board of Directors) and the CEO & Managing Director within the overall limits prescribed under Companies Act.
The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
The remuneration of the Managing Director & CEO is broadly divided into fixed and variable component. The fixed compensation shall be salary, allowances, perquisites, amenities and retirement benefits. The variable component shall comprise of performance bonus.
The Company shall decide from time to time, revisions in the remuneration as it deems fit. Remuneration of Senior Management Employees:
The remuneration is divided into two components viz., fixed component shall comprise of salary, allowances, perquisites, amenities and retirement benefits and the variable component shall comprise of performance based incentives.
The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement, individual performance.
The Managing Director & CEO will carry out the individual performance review based on standard appraisal and after taking into account the appraisal score and the other factors mentioned above.
C. Stakeholders Relationship Committee:
Composition and Attendance at the Meeting:
The Committee oversees redressal of Shareholders and Investor grievances/complaints. Mr. P. N. Srinivasan, Asst. Secretary is the Compliance Officer of the Company.
The Company is prompt in attending to complaints/queries from Shareholders/Investors. The total number of complaints received and attended during the period 01/04/2014 to 31/03/2015 are 8. The number of complaints received from SEBI is nil. No transfers were pending as on 31st March, 2015.
D. Corporate Social Responsibility (CSR) Committee:
The Board has constituted a CSR Committee at its Meeting held on 8th August, 2014, as required under Section 135 of the Companies Act, 2013. The CSR Committee comprises of following Directors as members:
• Mr. Robin Banerjee
• Mr. Suresh A. Gandhi
• Mr. Bhoumick S. Vaidya
The CSR Committee formulate and recommends to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The terms of reference, role and scope are in line with those prescribed by provisions under Companies Act, 2013.
E. Risk Management Committee (RMC):
The Board has approved Risk Management Policy at its meeting held on 8th August, 2014, as required under Clause 49 of the Listing Agreement. The Board has authorized the Managing Director (MD) to comply with the provisions relating to the implementation of the policy and matters incidental thereto. The RMC have the following as members:
• Factory Heads of Plants
The role and functions of the RMC includes the following:
The RMC is responsible for the review of risk management processes within the Company, and for overseeing the implementation of the requirements of this policy.
The RMC will be assisted by Risk Management Sub-Committee/Audit Team/any other member/consultant identified and allocated the task from time to time, which will be responsible for overseeing the risk management activities of the function, including proactively identifying emerging risks that may impact the Company and also suggest remedial/mitigating actions.
• Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, the Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large:
The Company has an agreement with Kalpataru Ltd. (KL) (formerly known as Kalpataru Homes Limited) whereby KL has underwritten the amount to be realized by the Company from the disposal of its non-core assets. Mr. Mofatraj P. Munot is a Director of KL. The performance of KL under this agreement has been guaranteed amongst others by Mr. Mofatraj P. Munot and Mr. Suresh A. Gandhi, Directors of the Company. Any enforcement action that the Company might be required to adopt in respect of the aforesaid agreement or the performance guarantee will potentially result in a conflict of interest between the Company and Mr. Mofatraj P. Munot and Mr. Suresh A. Gandhi who are the Directors/Promoters of the Company.
The Company has entered into various transactions from time to time with Bilcare Ltd such as sale and purchase of goods, job work and placement of inter-corporate deposits. The total amount outstanding as at the year end on account of these transactions aggregates to Rs. 575.31 lakhs and Mr. Mohan H. Bhandari, is the Promoter Director of Bilcare Ltd. Any action that the Company might be required to adopt in respect of the aforesaid transactions will potentially result in a conflict of interest between the Company and Mr. Mohan H. Bhandari who is the Director of the Company.
• 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.
• CEO / CFO Certification:
A certification from the CEO and CFO in terms of Clause 49(IX) of the Listing Agreement was placed before the Board Meeting held on 22nd May, 2015 in connection with Audited Annual Accounts for the year ended 31st March, 2015.
6. Whistle Blower Policy:
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a vigil mechanism and whistle blower policy under which employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee.
7. Means of Communication:
Half-yearly report sent to each household of shareholders
No, the results of the Company are published in Newspapers.
- do -
Any website, where displayed
Yes, on Company's website www.caprihansindia.com
Presentations made to institutional Investors or to the analysts
Newspapers in which results are normally published in
- The Free Press Journal (English)
- Navashakti (Marathi)
Whether MD&A is a part of Annual Report or not
Yes, forms part of the Director's Report.
8. General Shareholder Information: Annual General Meeting
- Date and Time : 28th September, 2015 at 3.00 p.m.
- Venue : Sunville Banquets, Royal Hall, 3rd floor, Middle of Worli fly-over, 9, Dr. Annie Besant Road, Worli, Mumbai 400 018..
Financial Calendar :
(a) 1st April, 2015 to 31st March, 2016.
(b) First quarter results by mid of August, 2015.
(c) Second quarter results by mid of November, 2015.
(d) Third quarter results by mid of February, 2016.
(e) Results for the year ending 31st March, 2016 by end of May, 2016. 16th September, 2015 to 24th September, 2015 (both days inclusive).
Date of Book Closure
After 28th September, 2015.
Dividend payment Date
Listing on Stock Exchange
The Company has paid the applicable listing fee.
Stock Code :
BSE (Physical form) 9486
BSE (Demat form) 509486
ISIN number for NSDL/CDSL INE479A01018
Name and Address of the Registrar & Transfer Agents: Link Intime India Pvt. Ltd.,
C - 13, Pannalal Silk Mills Compound,
LBS Marg, Bhandup (West), Mumbai - 400 078 Phone : 2596 3838 Fax : 2594 6969
Share Transfer System
Messrs Link Intime India Pvt. Ltd. is the Common agency (Registrar & Transfer Agents) for both physical and electronic mode of transfer of shares. The share held in physical mode can be lodged at the above mentioned address for transfer. The Share Transfer Committee of the Company approves the transfer of shares and share certificates are despatched within the stipulated time, if the documents are complete in all respects.
Dematerialisation of shares and liquidity
As directed by SEBI, Company's shares are traded compulsorily in dematerialised form from 28th August, 2000. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Service India Limited (CDSL) for this purpose. As of 31st March, 2015 a total of 12826346 shares of the Company, which forms 97.66% of the share capital of the Company stand dematerialised.
Your Company's shares are liquid and actively traded on BSE.
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
1. Plot Nos. C-13/16, Road No. 16/T, Wagle Industrial Estate, Thane - 400 604
2. Plot Nos. 76/77, MIDC Industrial Estate, Trimbak Road, Satpur, Nasik - 422 007
Address for correspondence
: CAPRIHANS INDIA LIMITED
Block - D, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai - 400 018 Tel. 3047 8664
9. Non-Mandatory Requirements
The Company at present has not adopted the Non-Mandatory requirements in regard to maintenance of Non-Executive Chairman's office, and sending half-yearly financial performance to the shareholders to their residence. Postal ballots as required by the Companies Act will be followed by the Company.