Corporate Governance Report
The Directors of the Company present the Company's Report on Corporate Governance for the Financial Year ended 30th June 2015, pursuant to Clause 49 of the Listing Agreement entered into with BSE Limited.
I. PHILOSOPHY OF CORPORATE GOVERNANCE:
The Company believes that sound ethical practices, transparency in operations and timely disclosures go a long way in enhancing shareholders' value while safeguarding the interest of all stakeholders. Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last.
The Company is committed to adhere to the code of Corporate Governance as it means adoption of best business practices aimed at growth of the Company coupled with bringing benefits to investors, customers, creditors, employees and the society at large.The objective of the Company is not just to meet the statutory requirements of the Code of Corporate Governance as prescribed under Clause 49 of the Listing Agreement but to develop such systems and follow such practices and procedures to satisfy the spirit of law.
Over the years, we have been strengthening our governance practices. These practices define the way business is conducted and value is generated. Stakeholders' interests are taken into account, before making any business decision.
In accordance with clause 49 of the Listing Agreement with BSE Limited (BSE) and best practices followed in Corporate Governance, the details of compliance by the Company are as under:
II. BOARD OF DIRECTORS:
In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information are placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders. The Board reviews and approves the strategy and oversees the actions and results of Management to ensure that the long term objectives are achieved.
Composition of the Board:
The Board comprises of Executive and NonExecutive Directors. The Non-Executive Directors include independent professionals.
The strength of the Board of the Company as on 30th June, 2015 is of 10 (Ten) Directors. The Board comprises of 1 (One) Managing Director, 1 (One) Non Executive Chairman, 4(Four) Non Executive Directors, 4 (Four) Independent Directors.
During the year, Mr. Rashid Kidwai & Mr. Ameet Naik, Independent Directors of the Company resigned from the Board with effect from 13th February, 2015 and 26th March, 2015, respectively and Mr. Dhanpal Jhaveri, Non Executive Director, resigned with effect from 28th January, 2015. The Company has appointed Mr. Pankaj Thapar as Non Executive Director w.e.f. 13th February, 2015, Mr. Subhash Kutte as an Independent Director w.e.f 6th July 2015 and Mr. Manish Verma as an Independent Director w.e.f 29th August 2015.
Besides, Mr. P. R. Kalyanaraman resigned as the Managing Director of the Company w.e.f 6th July 2015 and Mr. Sanjiv Bhasin was appointed as Managing Director & CEO w.e.f 6th July 2015.
The names and categories of the Directors on the Board, their attendance at Board Meetings during
No of Board Meetings held and their dates:
Five Board Meetings were held during the financial year 2014-15 and the gap between any two consecutive meetings did not exceed 120 days at any point of time, as prescribed under Clause 49 of the Listing Agreement.
The dates on which Board Meetings were held for the Financial Year ended June 30, 2015 are 28th August, 2014, 14th November, 2014 , 13th February,
2015, 31st March, 2015 and 15th May, 2015.
III. COMMITTEES OF THE BOARD:
A. AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement with the BSE Limited read with Section 177 of the Companies Act, 2013.
The Audit Committee has powers, which includes the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
The role of the Audit Committee includes the following:
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. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of 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;
The Auditors, Internal Auditors Managing Director and Senior Vice President -Finance are invited to attend the meeting of the committee. The Company Secretary of the Company acts as a Secretary of the Committee.
Mr. Rajesh Nanavaty, the Chairman of the committee, was present at the Annual General Meeting (AGM) held on 31st December, 2014.
Meetings and attendance during the year:
During the year the Audit Committee met four times and required members were present in the meetings held on August 28, 2014, November 14, 2014, February 13, 2015, May 14, 2015
B. NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee is constituted in terms of Section 178 of the Companies Act, 2013 and the Listing Agreement.
The Nomination & Remuneration Committee inter alia performs the following role:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
Meetings and attendance during the year:
During the year the Nomination & Remuneration Committee met two times and required members were present in the meetings held on 14th November, 2014, 31st March, 2015.
The Company's remuneration policy aims at attracting and retaining high calibre talent. The remuneration policy, therefore, is market-led and takes into account the competitive circumstance of each business so as to attract and retain quality talent and leverage performance significantly. Individual performance pay is determined by business performance and the performance of individuals measured through the annual appraisal process. The company pays remuneration by way of salary, benefits, perquisites, allowances (fixed component) and commission/ incentives (variable component).
The Company has framed a Remuneration Policy pursuant to Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. The Policy is provided as an Annexure to the Directors' report.
Details of remuneration of Directors (for the year ended June 30, 2015):
Executive Directors' Compensation
Remuneration to Executive Directors is determined by the Board on the recommendation of the Nomination and Remuneration Committee and subject to Shareholders' approval.
The Company has not granted any stock options to any of the Directors. Further, no severance fees is payable on termination of appointment.
Further, Mr. P. R. Kalyanaraman has resigned as the Managing Director of the Company w.e.f 6th July 2015 and Mr. Sanjiv Bhasin is appointed as Managing Director & CEO w.e.f 6th July 2015 at the following terms and conditions, subject to the approval of the members of the Company and Central Government.
Non - Executive Directors' Compensation:
Non-Executive Directors of the Company are entitled only to sitting fees for the meeting of Board of Directors and/or Committee meeting attended by them. No other payment is being made to them. The Company pays sitting fees of Rs. 30,000/- per meeting (revised from Rs.20,000/- per meeting w.e.f. 13th February 2015) to Non - Executive Directors for attending meetings of the Board and Rs.20,000/- per meeting for attending Committee meetings.
C. SHAREHOLDERS'/ INVESTORS' GRIEVANCES COMMITTEE:
The Committee functions with the objective of looking into redressal of Shareholders'/ Investors' grievances relating to non-receipt of dividend, non-receipt of Annual Report, delay in transfer or transmission of shares, and cases of refusal of transfer or transmission of shares etc.
Mr. Alpesh Shah, Company Secretary of the Company, acts as the Compliance Officer.
The Company has appointed M/s. Link Intime India Private Limited as the Registrar and Share Transfer Agent. The Committee also oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor services.
The Company and Registrars have not received any complaint during the year ended 30th June, 2015 and thus no meeting of Shareholders'/Investor Grievances Committee was held during the year.
The Company has designated the email id 'cs@ centrum.co.in' for registering the Complaints of the investors, in compliance with Clause 47(f) of the Listing Agreement.
D. TRANSFER CUM ALLOTMENT COMMITTEE:
This Committee deals with matters relating to transfers/transmission of shares, allotment of shares and other related matters. This Committee comprises of following Directors as on 30th June, 2015:
During the year, there was one meeting of the Transfer cum Allotment Committee on 29th January, 2015. Mr. Chandir Gidwani and Mr. P.R. Kalyanaraman were present in the said meeting.
The Committee, at its meeting held on 29th January, 2015 took note of the request of Shareholders for issue of duplicate Share Certificates and the Committee members resolved to issue the same in lieu of Original Share Certificates reported to have been lost by the Shareholders.
E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The role of Corporate Social Responsibility Committee in terms of Section 135 of the Companies Act, 2013, inter alia is to monitor and provide strategic direction for fulfilling the Company's Corporate Social Responsibility Policy.
The Board, on March 31, 2015 constituted the CSR Committee and approved the charter for functioning of the Committee with the following terms of reference:
(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company;
(b) recommend the amount of expenditure to be incurred on the activities referred to in clause(a); and
(c) monitor the Corporate Social Responsibility Policy of the company from time to time.
During the year, there was one meeting of the CSR Committee on 15th May, 2015. Mr. Chandir Gidwani and Mr. P.R. Kalyanaraman were present in the said meeting.
There was no Extra Ordinary General Meeting held during the financial year 2014-15 and the Company has not passed any resolutions by way of Postal Ballot.
The following Special Resolutions are proposed to be passed through postal ballot the results of which will be declared on 21st September 2015:
1. Alteration/ substitution of Articles of Association
2. Appointment of Mr. Sanjiv Bhasin (DIN: 00001575) as a Managing Director and CEO and to approve the terms and conditions of his appointment.
3. Increasing limits for making Investments / Loans / Guarantees/ Securities
The Notice dated 6th July 2015 was sent to members and the last date for receipt of the Postal Ballot Form was 16th September 2015. The Company offered e-voting facility, through Central Depository Services (India) Limited ("CDSL"), as an alternate, to enable the shareholders to cast their votes electronically instead of dispatching Postal Ballot Form and appointed M/s. B. K. Pradhan & Associates, Company Secretaries (ACS: 20739 CP: 10179) as a Scrutinizers for conducting the Postal Ballot process in a fair and transparent manner. Shareholders were allowed to cast their vote from 18th August, 2015 from 9:00 a.m. to 16th September, 2015 till 5:00 p.m.
Related Party Transactions
The Company has no material significant transactions with its related parties that may have a potential conflict with the interest of the Company. The details of transactions with related parties are given for information under notes to the accounts of the Balance Sheet as at June 30, 2015. The Company has adopted a policy on dealing with Related Party Transactions and the same may be accessed on the Company's website at <http://www.centrum.co.in/> policies.php
Penalty or strictures
During the last three years/periods, there were no strictures or penalties imposed by either SEBI or Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets.
The Company has a Whistle Blower Policy/Vigil Mechanism for the employee to report genuine concerns/grievances. The Policy is uploaded on the Company's website at the link: <http://www.centrum>. co.in/policies.php. During the year, no personnel have been denied access to the audit committee.
Disclosure of Accounting Treatment
In the preparation of financial statements, the Company has followed all the applicable Accounting Standards laid down by the Institute of Chartered Accountants of India.
Disclosures on Risk Management
The Company has laid down procedures to inform the members of the Board about the risk assessment and minimisation procedures. These procedures have been periodically reviewed to ensure that the executive management controls the risk through properly defined framework. The risk management issues are discussed in the Management Discussion & Analysis Report.
Management Discussion and Analysis Report
A Management Discussion and Analysis report forms part of the annual report and includes discussions on various matters specified under Clause 49 of the Listing Agreement.
Information to Shareholders
The information as required under Clause 49 of the Listing Agreement, relating to the Directors proposed to be appointed / re-appointed, is furnished as a part of the Notice convening the Annual General Meeting.
The mandatory as well as various additional information of interest to the shareholders is furnished in other sections of the Annual Report.
In accordance with the Clause 49 of the Listing Agreement with the Stock Exchange, a certificate from the Managing Director & CEO was placed before the Board.
Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to the Directors' Report and forms part of the Annual Report.
The Company has complied with all the mandatory requirements and has adopted following non -mandatory requirements of the Clause 49 of the Listing Agreement:
1. The company has appointed separate persons to the post of Chairman and Managing Director.
Training of Board members:
The Board members are provided with the necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.
Periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, business environment, business strategy and risks involved.
Familiarisation Programme for Directors
The Company believes, a Board which is well informed or familiarised with the Company, can contribute effectively and significantly to discharge its role of trusteeship to fulfil the shareholder's aspirations and societal expectations.
The details of familiarisation programme for Independent Directors may be accessed on the Company's website at <http://www.centrum.co.in/> policies.php
Policy for determining 'material' subsidiaries
The Company has formulated and adopted a policy for determining material subsidiary companies and the same may be accessed on the Company's website at <http://www.centrum.co.in/policies.php>
VI. MEANS OF COMMUNICATION:
The quarterly/annual financial results are regularly submitted to the BSE Limited in accordance with the Listing Agreement and published in English newspaper namely "Free Press Journal and in regional language newspaper namely "Navshakti". The quarterly/ annual financial results are also regularly posted by the Company on its website www.centrum.co.in .
VII. GENERAL SHAREHOLDER INFORMATION:
a. Annual General Meeting
29th October, 2015 at 05.00 P.M. at
Centrum House, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai - 400 098
b. Financial year
July 1, 2014 to June 30, 2015
c. Date of Book Closure
23rd October 2015 to 29th October, 2015 (both days inclusive)
d. Dividend Payment Date
e. Listing on Stock Exchanges
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001.
f. Stock code :
g. Market Price Data
Share prices of the Company for the period July 2014 to June 2015
g. Registrar and Transfer Agents:
Link Intime India Private Limited C-13 Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai 400 078
Tel. No. 022 - 25963838; Fax No.: 022 - 25672693 Email: email@example.com
h. Share Transfer System:
Shares lodged for transfer at the Registrar's address are normally processed within 15 days from the date of lodgement, and requests for dematerialization of shares are processed and the confirmation is given to the depositories within 15 days from the date of lodgement, if the documents are clear in all respect.
The Company Secretary who is also the Compliance Officer verifies the transfer Register sent by the Registrar. Investors' grievances, if any, are resolved by the Compliance Officer, failing which, they would be referred to the Shareholders / Investors Grievances Committee.
i. Dematerialization of shares:
The shares of the Company are available for dematerialization and Agreements have been signed with National Securities Depository Ltd. (NSDL) & Central Depository Services (India) Ltd. (CDSL). Around 90% of the Company's shares are held in dematerialized mode. Trading in dematerialized form is compulsory for all investors. The Company (through its Registrar and Share Transfer Agents) provides the facility of simultaneous transfer and dematerialization of shares and has confirmed the same to NSDL and CDSL.
j. Address of Correspondence:
1. To the Company: Registered Office:
Bombay Mutual Building, 2nd Floor, Dr. D.N. Road, Fort, Mumbai - 400001
Tel No.: 022 2266 2434; Fax No.: 022 2261 1105 Email: firstname.lastname@example.org ; email@example.com
Centrum House, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai - 400098
Tel No.: 022 4215 9000; Fax No.: 022 4215 9833 Email: firstname.lastname@example.org ; email@example.com
2. Registrar and Share Transfer Agent:
Link Intime India Private Limited Unit: Centrum Capital Limited C-13 Pannalal Silk Mills Compound
LBS Marg, Bhandup (W), Mumbai 400 078
Tel: 022 - 25963838 ; Fax: 022 - 25672693
For and on behalf of the Board of Directors
sd/- Sanjiv Bhasin Managing Director & CEO DIN : 00001575
sd/- Chandir Gidwani Non Executive Chairman
DIN : 00011916
Date: 29th August, 2015