REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges)
The Company's philosophy on Corporate Governance is to conduct its business in a transparent manner, comply with all the statutory and regulatory requirements relating to Corporate Governance and it is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations.
1. BOARD OF DIRECTORS:
a) Composition of the Board and Board Meetings of Directors:
The current strength of the Board of Directors of the Company is Five, of which, Three Non-Executive and independent Directors. The Chairman of the Board is Executive Director. The composition of Board is in conformity with Clause 49 of the listing agreement.
During the financial year ended 31st March, 2015, 4 [Four]Board Meetings were held on 30th May, 2014, 30th July, 2014, 30th October 2014 and 31st January, 2015.
The last Annual General Meeting of the Company was held on 29th September, 2014. The Composition of the Board of Directors as on March 31, 2015 and details of attendance of Directors in Board Meetings and Annual General Meeting are as follows:
The necessary disclosure regarding Committee positions have been made by all the Directors. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49) across all companies in which they are Directors/members.
b) Appointment / Re-appointment of Directors:
The profiles of Directors who are seeking re-appointment/appointment at the Annual General Meeting are given in the Notice calling Annual General Meeting of the Company.
3. BOARD COMMITTEES: The Board has constituted the following committees of Directors:
III)Shareholders's Grievance Committee
I. AUDIT COMMITTEE:
The Audit Committee comprises of three Directors, namely
b.Terms of reference:
Apart from all the matters provided in clause 49 of the listing agreement and section 177 of the Companies Act 2013, the Audit committee also
(a)Review of the Company's financial reporting process and financial statements.
(b)Review of accounting and financial policies and practices.
(c)Review of Internal control systems.
(d)Discussion with Statutory/Internal Auditors on any significant findings and follow-up thereon.
(e)Reviewing the Company's financial and risk management policies.
c.Audit committee Meetings and Attendance:
The Committee has met 4 times during the financial year ended 31st March 2015 i.e. on 30th May, 2014, 30th July, 2014, 30th October 2014 and 31st January, 2015. Details of attendance of each Director at the Audit Committee Meetings are given below:-
II. NOMINATION AND REMUNERATION COMMITTEE:
a.Composition and attendance :
The Remuneration Committee comprised of three Non-Executive Directors, namely Mr. Mr. Rajesh P. Mange (Chairman of the Committee), Mr. Vikram P. Adagale and Mr. Vasant L. Mange as members of the Committee.
• During the financial year, committee did not have any meeting as there were no issues concerning the remuneration of whole-time/executive Directors.
b. Terms of Reference:
The broad terms of reference of the committee are to appraise the performance of Managing Director and whole time directors, determine and recommend to the Board compensation payable to Managing Director and wholetime directors. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice.
c. Remuneration Policy:
Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Managing Director and Whole time Directors, is fixed by the Remuneration Committee. The remuneration is decided by the Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the company etc.,
d. Remuneration to Directors:
The details of remuneration for the year ended March 31, 2015 to the Executive / Non-Executive Directors are as follows:
The Company has paid sitting fees of Rs.2,000/- per meeting to Non-Executive Directors during the financial year 2014-15.
III. SHAREHOLDERS' / INVESTORS GRIEVANCE COMMITTEE: a) Composition and attendance:
The present Shareholders Grievance Committee comprised of One Executive and One Non Executive Directors, namely Mrs. Zaver S. Bhanushali (Chairman of the Committee), Mr. Vikram P. Adagale, Mr. Rajesh P Mange and Mr. Siddharth S. Bhanushali as a members of the Committee.
The Committee has been empowered to look into all share holders grievances periodically and take necessary actions.
Information on Investor Grievances for the period from 1st April, 2014 to 31st March 2015:
During the year 2014-15 the Shareholders/Investors Grievance committee that also acts as Share Transfer Committee met 9 times. Further, there were no complaints pending for redressel during the year under review.
b) Terms of Reference:
The Company has a Shareholders/Investors Grievance Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.,
The committee deals with various matters relating to:
•Transfer / transmission of shares
•Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.
•Consolidation / splitting of folios
•Review of shares dematerialized and all other related matters.
•Investors grievance and redressal mechanism and recommend measures to improve the level of investors services.
d) Compliance Officer:
Mr. Siddharath S. Bhanushali, Whole-time Director is the compliance officer for complying with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992 and the Listing Agreements with the BSE.
e) Meeting of Independent Directors
During the year, meeting of Independent Directors was held on 17th March, 2015 to review the performance of the Board as a whole and Chairman on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.
5. OTHER DISCLOSURES:
a.There have been no materially significant related party transactions, pecuniary transactions or relationship between your Company and the Directors, Management, subsidiaries or relatives except for those disclosed in the financial statement for the year ended 31st March, 2015.
b.In terms of Clause 49 of the Listing Agreement(s), the Company has adopted a Code of Conduct for the board of Directors and Senior Management Personnel of the Company. The same has been posted on the Company's website. The Declaration by the Chairman of the Company forms part of this Report.
c.The Company has adopted the Employees Share dealing code in terms of the SEBI (prohibition of Insider Trading) Regulations 1992. This code is applicable to all Directors and designated Employees. The Code ensures prevention of dealing in shares by persons having access to unpublished price sensitive information.
d.There was no non-compliance during the financial year and no penalties were imposed on the Company by the Stock Exchange, SEBI or any other statutory authority. The Company obtained a certificate from the statutory auditor of the Company with respect to compliance with the conditions of corporate governance and annexed the certificate with the Directors' Report and sent the same to all the shareholders of the Company and to all the concerned Stock Exchanges alongwith the annual reports filed by the Company.
6. MEANS OF COMMUNICATION:
a.The Un-Audited quarterly/half yearly results are announced within forty five days of close of the quarter. The Audited annual results are announced within sixty days of close of the financial year as per the requirement of the Listing Agreement with the Stock Exchange.
b.The approved financial results are forthwith sent to the Stock Exchange and are published in leading newspapers such as Free Press Journal and Navshakti and also displayed on the Company's website - www.caprolactam.in. Presently the same are not sent to the shareholders separately.
c. The Management Discussion and Analysis Report forms part of the Annual Report, which is sent to the shareholders of the Company.
7. GENERAL SHAREHOLDER INFORMATION:
(i).Annual General Meeting
Day, Date and Time: Monday, 28th day of September, 2015 at 10.00 a.m. Venue: B/31, MIDC, Mahad, Distt. - Raigad - 402302
(ii).Financial Calendar 2015 - 16 (Tentative)
Results for the quarter ending 30th June 2015 : Second week of August, 2015
Results for the quarter ending 30th Sep. 2015 : Second week of November, 2015
Results for the quarter ending 31st Dec. 2015 : Second week of February, 2016
Results for the year ending 31st Mar. 2016 : Last week of May, 2016
(iii)Book Closure Date: 21.09.2015 to 28.09.2015 (Both the days inclusive)
(iv).Registered Office & Plant location: B/31, MIDC, Mahad, Distt. - Raigad - 402302
(v).Equity shares listed on Stock Exchanges at: Bombay Stock Exchange Ltd. (BSE)
(vi).Stock Code (BSE): 507486 ISIN Number: INE470N01010
Corporate Identity Number (CIN) - L24110MH1988PLC049683 Annual Listing fee for Financial Year 2015-16 has been paid to BSE.
(viii) Registrars and Transfer Agents:
(Share transfer and communication regarding share certificates, Dividends and change of address)
Purva Sharegistry (I) Pvt. Ltd.No-9, Shiv Shakti Ind. Estate, Gr. Floor,J. R. Boricha Marg,Lower Parel, Mumbai 400 011
(ix) Share Transfer System:
Presently, the share transfers in physical form are processed and the share certificates returned within a period of 15 days from the date of receipt of the document, subject to the documents being clear in all respects. The Board has delegated the authority for approving the transfers to the RTA subject to approval by Grievance Committee.
Shareholders Grievances and other miscellaneous correspondence on change of address, mandates etc., received from members are generally processed by RTA of the company within 15 days.
(xii)Dematerialization of Shares & Liquidity:
Approximately 2.72% of the Equity Shares have been dematerialized upto 31st March, 2015 and Shares of the Company are frequently traded.
(xiii)Outstanding GDRs/ADRs/Warrants or any Convertible Instruments:
As on March 31, 2015, the Company does not have any outstanding GDRs/ADRs/Warrants on any convertible instruments.
INVESTOR CORRESPONDENCE FOR TRANSFER / DEMATERILISATION OF SHARES AND ANY OTHER QUERY RELATING TO THE SHARES OF THE COMPANY:
For Shares held in Demat Form:
To the Depository Participant
For shares held in Physical form:
Purva Sharegistry (I) Pvt. Ltd. No-9, Shiv Shakti Industrial Estate, Gr. Floor,J. R. Boricha Marg,Lower Parel, Mumbai - 400 011Tel. : 022-2301 6761 / 2301 8261Fax : 022-2301 2517
Any query on Annual Report:
Caprolactam Chemicals Limited
B/31, MIDC, Mahad, Distt. - Raigad - 402302, Tel: 02145-233427 E-mail: email@example.com