REPORT ON CORPORATE GOVERNANCE
In compliaIn compliance with Clause 49 of the Listing Agreement with Stock Exchange, the Company submits the report for the year ended 31st March, 2015 on the matters mentioned in the said Clause and lists the practices followed by the Company.
Centron Industrial Alliance Limited (CIAL) has always believed in fair business and corporate practices while dealing with the shareholders, employees, customers, creditors, lenders and others. We have always aimed to build trust with shareholders, employees, customers, suppliers and diverse stakeholders and to meet expectations of various elements of corporate environment. We believe in transparent and fair corporate actions with adequate disclosures and total accountability.
CIAL has been discharging its statutory obligations and duties and has always complied with statutory and regulatory requirements. Given below are the Company's Corporate Governance policies and practices in accordance with the provisions of Clause 49 of the Listing Agreement.
A report on implementation of the Corporate Governance Code of the Listing Agreement by the Company is furnished below:
I. Company's Philosophy on code of Governance:
The Company's philosophy on Corporate Governance has been developed with a tradition of fair and transparent governance even before they were mandated by the legislation. Transparency, integrity, professionalism and accountability - based values form the basis of the Company's philosophy for Corporate Governance. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations. Your company has fulfilled all the existing guidelines under clause 49 of the listing agreement.
II. Board of Directors:
The Board of Directors of the Company consists of Six (6) directors, consisting of 3(Three) Executive and 2(Two) Independent, Non-
Note on Directors appointment:
Mrs. Shobha Prakashchandra Garg, Additional Director of the Company will hold office upto the forthcoming annual general meeting and she is eligible for appointment by the members in the AGM .
The company has received notice together with the requisite amount of deposit, as per the provisions of section 160 of the Companies Act, 2013, for the appointment of Mrs. Shobha Prakashchandra Garg on the Board of the Company.
Mr.Ravindra Hetawal, Additional Independent director of the Company will hold office upto the forthcoming annual general meeting and he is eligible for apppointment by the members in the AGM .
In Compliance with requirements of Clause 49 VIII (E) of Listing Agreement, brief resume, expertise and details of other directorships, membership in committees of other companies and shareholding in the Company of persons proposed to be appointed as Directors are mentioned in the Notice of the AGM which shall form part of this Annual Report.
Information placed before the Board:
Information placed before the Board of Directors broadly covers the items specified in clause 49 of the Listing Agreement and such other items which are necessary to facilitate meaningful and focused deliberations on issues concerning the Company and taking decision in an informed and efficient manner. Besides, the Directors on the Board have complete access to all information of the Company, as and when necessary.
CODE OF CONDUCT:
The Board of Directors has laid down a code of conduct for all Board members and senior management personnel of the Company. The code of conduct is posted on the website of the company
COMMITTEES OF THE BOARD:
In compliance with the requirements under the Listing Agreement and the applicable laws, the Board has constituted the following committees of the Board:3 Audit Committee;
Nomination & Remuneration Committee; Stakeholders Relationship Committee;
Risk Management Committee;
III. AUDIT COMMITTEE :
Terms of Reference:
The Audit Committee reviews the audit reports submitted by the Internal Auditors and Statutory Auditors, financial results, effectiveness of internal audit processes and the Company's risk management strategy. It reviews the Company's established systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Composition, Number of Meetings, Name of Members and Attendance during the year: The Audit Committee consists of four (4) directors.
IV. Nomination and Remuneration Committee
Pursuant to Section 178 of the Companies Act, 2013, and the Listing Agreement the existing "Remuneration Committee" was renamed as "Nomination and Remuneration Committee". Terms of Reference:
This Committee identifies the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also carries out evaluation of every director's performance. The Committee also formulates the criteria for determining qualifications, positive attributes, independence of the Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
Composition, Number of Meetings, Name of Members and Attendance during the year:
The Nomination and Remuneration Committee consists of Three(3) directors.
During the financial year 2014-2015 Four (4) meetings of the said Committee were held on the following dates: 30.05.2014 14.08.2014 20.10.2014 14.02.2015
0 The remuneration to Anoop Garg is being paid as per the recommendation of Nomination and Remuneration
Committee and approval of the shareholders at the general body meeting, wherever applicable. 0 Other than the benefits stated above no other fixed or variable benefits are available for any of the directors. 0 No Stock-Option has been granted to any directors by the Company.
0 Numbers of shares held by Non Executive Directors are mentioned in Form No. MGT-9 which is annexed as
Annexure II of this Annual Report which shall form part of this report. 0 Further that none of the directors were holding convertible instruments as on date.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Remuneration Committee of Centron Industrial Alliance Ltd.("the Company") has been formed to review and make recommendations on annual salaries, performance commission, perquisites and other employment conditions of the Executive Directors, Key Managerial Personnel and other employees. In order to align with the provisions of the Companies Act, 2013 and the Listing Agreement, the Board changed the nomenclature of "Remuneration Committee" as "Nomination and Remuneration Committee".
ROLE OF COMMITTEE:
The role of the Committee inter alia will be the following:
to formulate a criteria for determining qualifications, positive attributes and independence of a Director; to recommend to the Board the appointment and removal of Senior Management;
to carry out evaluation of Director's performance and recommend to the Board appointment / removal based on his / her performance;
to recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive;
a) to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;
b) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
c) to devise a policy on Board diversity;
d) to develop a succession plan for the Board and to regularly review the plan.
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT:
1. Appointment Criteria and Qualifications
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
2. Term / Tenure
Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
- No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director,
KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:
1 Remuneration to Managing/Whole-time / Executive / Managing Director, KMP and Senior Management
The Remuneration/ Compensation/ Commission etc. to be paid to Director / Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. 2. Remuneration to Non- Executive / Independent Director:
The Non-Executive Independent Director may receive remuneration / compensation / commission as per the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
The following parameters for the purpose of evaluating the performance of the Board and that of Committees and
V. Stakeholders Relationship Committee
Pursuant to Section 178 of the Companies Act, 2013, and the Listing Agreement the existing "Shareholder Grievance Committee" was renamed as "Stakeholders Relationship Committee".
Terms of Reference:
This Committee focuses primarily on monitoring expeditious redressal of investors / stakeholders grievances and also functions in an efficient manner that all issues / concerns stakeholders are addressed / resolved promptly.
Composition, Number of Meetings, Name of Members and Attendance during the year: The Stakeholders Relationship Committee consists of 3(Three) directors, consisting of 1(one)Executive and 2 (Two) Independent, Non-Executive directors.
During the financial year 2014-2015 Four (4) meetings of the said Committee were held on the following dates: 30.05.2014 14.08.2014 20.10.2014 14.02.2015
Name, Designation & Address of Compliance Officer:
Megha Jain, Company Secretary & 21, Floor-2, Plot 741, 7B Prem Court, Dr. Gopalrao Deshmukh Marg, Cumballa Hilla Mumbai- 400026 Email at: email@example.com
VI. Risk Management Committee: Terms of Reference:
A 'Risk Management Committee' has been formed to implement and monitor the risk management plan and policy of the Company. The Committee's constitution meets with the requirements of Clause 49 of the Listing Agreement. Composition, Number of Meetings, Name of Members and Attendance during the year:
The Risk Management Committee consists of 3(Three) directors, consisting of 1(one)Executive and 2 (Two)Independent, Non-Executive directors.
During the financial year 2014-2015 one (1) meetings of Risk Management Committee was held on the following date: 14.02.2015
RISK MANAGEMNENT POLICY
The Company and its actions are increasingly exposed to greater scrutiny by the public, investors and its stakeholders. Accordingly, the Company has to contend with new business challenges, risks and demands for corporate governance.
A key factor for a Company's capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Ability to identify and manage risks promptly is also a critical aspect of corporate governance at any Company. Many risks exist in a Company's operating environment and continuously emerge on a day to day basis. Risk management does not aim at eliminating them, as that would simultaneously eliminate all chances of rewards/ opportunities. Risk Management is instead focused at ensuring that these risks are known and addressed through a pragmatic and effective risk management process.
This Risk Management procedures manual aims to provide specific procedures to operationalize the Risk Management Policy of CIAL.
This Risk Management Policy has been created in furtherance of our commitment to building a strong risk management culture. The objectives of Risk management at CIAL are to:
- Better understand our risk profile;
- Understand and better manage the uncertainties which impact our performance;
- Contribute to safeguarding company value and interest of various stakeholders;
- Ensure that sound business opportunities are identified and pursued without exposing the business to an unacceptable level of risk; and
- Improve compliance with good corporate governance guidelines and practices as well as laws & regulations. Risks for the Company can broadly classifieds risks that are external and internal as enumerated below.
I. Related Party Transactions
There were no related party transactions during the year under review.
The Policy on Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website i.e. <http://www>. centroalliance.com
ii. Accounting Treatment
Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting
Standard has been followed, the fact shall be disclosed in the in the financial statements.
iii. Details of Non- Compliances by the Company
There has been no instance of non-compliance by the Company on any matter related to capital markets or imposition of penalties or strictures by SEBI or the Stock Exchanges or any other Statutory Authority during last three years.
iv. 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 the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Whistle Officer which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
v. Accounting Treatment
The financial statements for the year 2014-15 have been prepared in accordance with the applicable accounting standards prescribed by The Institute of Chartered Accountants of India and there are no deviations.
vi. Separate Meeting of the Independent Director
As per Companies Act, 2013 and the Listing Agreement, the Independent Directors are required to hold at least one separate meeting in a year. Accordingly, a meeting had been held on 14.02.2015.
vii. Familiarization Programme for Independent Director
The directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for Independent Directors with aforesaid officials to better understand the business and operation of the Company. As part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where officials of various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at <http://> www. centroalliance.com
viii. Compliance Mandatory Requirements:
The Company is fully complied with the applicable mandatory requirements of clause 49 of the Listing Agreement.
IX. Reconciliation of Share Capital Audit Report
A qualified practicing Company Secretary carried out Reconciliation of Share Capital Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total numbers of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
X. Means of Communication
The Company generally publishes quarterly unaudited and annual audited results in two news papers i.e. (1) Free Press Journal (2) Nav Shakti and same has been intimated to Stock Exchange immediately after approval of the Board.
The announcements, quarterly results, Shareholding Pattern etc. of the Company are regularly filed by the company, are also available on the website of BSE (www.bseindia.com) and also at the website of the Company at www. centroalliance. com.
The Company also informs by way of a press release, all matters, which in its opinion are material and of relevance, to the shareholders of the Company.
Management discussion and analysis report is forming part of this report.
SEBI Complaints Redress System (SCORES): The investor complaint(s) are processed in a centralized web based complaints redress system. The salient features of this system are: Centralized database of all complaints, Online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.
The Company does not have any subsidiary companies.
XII. General Shareholder Information
XII. General Shareholder Information
a) AGM Date, Time and Venue : September 29th , 2015 Red Box Café, Royal Plaza, New Link Road, Andheri (West), Mumbai-400 053
b) Financial Year : 1st April, 2014 to 31st March, 2015
c) Financial Calendar (2015-16) :
Financial reporting for
Quarter ending 30th June, 2015 Second Week of August'2015
Quarter ending 30th September, 2015 Second week of November'2015
Quarter ending 31st December, 2015 Second Week of February'2016
Quarter and Year ending 31st March, 2016 Last week of May' 2016
d) Date of Book Closure : September 20th , 2015 to September 29th, 2015
e) Dividend payment date: : N.A.
f) Listing of Equity Shares on Stock Exchanges: : BSE Limited, Mumbai
g) Stock Code : BSE - 509499
h) ISIN No. : INE450L01024
I) CIN : L28931MH1949PLC007928
Stock Market Data Monthly Stock market data in the Stock Exchange is given below:-
j) Registrar and Transfer Agents : M/s. Adroit Corporate Services Pvt. Ltd.
(For Physical and Electronic Both) 19, JaferBhoy Industrial Estate,1st Floor, Makwana
Road, Marol Naka, Andheri(E), Mumbai- 400059 Email -firstname.lastname@example.org The Share transfer and de-materialization related activities are being handled by the Share Transfer Agent. k) Share Transfer System
To expedite the transfer of shares held in physical mode the powers to transfer have been delegated to SEBI registered share transfer agents M/s. Adroit Corporate Services Pvt. Limited. The transfers which are complete in all respect are taken up for approval generally every ten days and the transfer/transmission approved by the delegates to the transferor within 21 days.
The Company has signed necessary agreements with two depositories currently functional in India viz. National
Securities Depository Limited and Central Depository Services (India) Limited. The transfer of shares in depository mode need not to be approved by the Company
n) Dematerialization of shares
As on 31st March, 2015, 9,56,20,240 shares of the Company are in dematerialized form. o) Outstanding GDRs /ADRs /Warrants or any convertible instruments
No instruments are pending for conversion.
q) Address for Investor's Correspondence:
1) Company Compliance Officer
Centron Industrial Alliance Limited 21, Floor-2, Plot 741, 7B Prem Court, Dr. Gopalrao Deshmukh Marg, Cumballa Hilla, Mumbai- 400026 Tel.: 022-26730263 E.mail at:email@example.com
2) Registrar and Share Transfer Agent M/s. Adroit Corporate Services Pvt. Ltd.
19, JaferBhoy Industrial Estate,1st Floor, Makwana Road, Marol Naka, Andheri(E), Mumbai- 400059 Tel.: 022-42270400,28596060/4060, Fax: 022 - 28503748,66924438 Email -firstname.lastname@example.org