CORPORATE GOVERNANCE REPORT
Company’s Philosophy on Corporate Governance
Good Governance is an integral part of the Company’s business practices based on the philosophy of Trusteeship. The core value of the Company’s business practices are derived from the four pillars of Trusteeship, i.e. transparency, adequate disclosure, fairness to all and independent monitoring and supervision. The strong internal control systems and procedures, risk assessment and mitigation procedures and code of conduct for observance by the Company’s directors and employees are conducive in achieving good Corporate Governance practices in the Company.
A detailed disclosures on the Board of Directors, Shareholders and Stock Performance are given herebelow :
1. Board of Directors
The Board as on 31st March, 2016 comprises of six Directors out of which five Directors are Non-Executive Directors including a woman Director and one Director is Whole-time Director who is responsible for the day-to-day management of the Company subject to the supervision, direction and control of the Board of Directors. The Chairman and Vice Chairperson of the Company are Non-Executive Directors. Out of six Directors, three Directors are Independent Directors comprises half of the total strength of the Board.
1. Mrs. Rajashree Birla has been appointed as a Director on the Board of the Company w.e.f. 5th May, 2015.
2. Mr.B.K. Birla and Mrs.Rajashree Birla are related as in-laws.
3. The Company through periodical presentation to Board of Directors and various committee of Directors to provide an opportunity to independent directors to facilitate their active participation and familiarise the company’s business. Web link of Familirisation Programmes for Independent Directors: http://centuryenka.co.in/CE/policies/Legal_Compliance.htm
4. The Company have informal plan for orderly succession for appointment to the Board of Directors and Senior Management.
5. The Company has in place a system of preparation of the legal compliance report on quarterly basis of all applicable laws to the Company, and also a system to ratify any instance of non-compliance. The Board also review the compliance report periodically.
6. The terms and conditions of appointment of independent directors is also available on the Company’s website: http://centuryenka.co.in/CE/investor/Independent_directors_terms_conditions.pdf
* This excludes directorship held in Private Companies, Foreign Companies, Companies formed under Section 8 of the Companies Act, 2013 and directorship held in Century Enka Limited.
# Membership/Chairmanship in Committee of Directors includes Audit Committee and Stakeholders’ Relationship/Grievance Committee of Directors only. This does not include Membership/Chairmanship in Committee of Directors of Century Enka Limited.
2. Number of Board Meetings and Attendance Record of Directors
The Board meets at least once in a quarter to consider amongst other business, the performance of the Company and financial results. The particulars of Board Meetings held during 2015-16 as well as attendance of Directors at the Board Meetings and the last AGM are given herebelow
Meeting of Independent Directors and Attendance Record
Independent Directors to meet at least once in a year to deal with matters listed out in Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV to the Companies Act, 2013 which inter-alia includes, review the performance of non-independent directors, chairman and the Board as a whole and assess the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary to perform the duties by the Board of Directors.
3. Directors’ Remuneration
(a) Non-Executive Directors
Non-Executive Directors have been paid remuneration by way of sitting fee and commission.
Pursuant to special resolution passed by the shareholders in the 48th Annual General Meeting of the Company held on 13th September, 2014, commission is payable to non-executive directors at a rate not exceeding 1% of the net profits of the Company as computed in accordance with Section 198 of the Companies Act, 2013, subject to such ceiling as the Board of Directors decide from time to time.
(b) Whole-time Director
Remuneration of Mr. G. M. Singhvi, Whole-time Director for the financial year 2015-16 comprises of Salary and Allowances Rs. 178.06 lacs, Perquisites Rs. 0.64 lacs and Contribution to Provident Fund Rs. 5.72 lacs and Superannuation Fund Rs. 7.16 lacs. Monetary value of perquisites is calculated in accordance with existing provisions of the Income Tax Act,1961. The above remuneration is exclusive of Contribution to approved Gratuity Fund which is based on actuarial valuation done on an overall company basis. There is no performance linked incentives, stock option and pension. The employment is on contractual basis and subject to termination by either party giving to other party three months notice.
4. Directors’ Interest in the Company
Sometime, the Company do enter into contracts with companies in which some of the Directors of the Company are interested as director or member. However, these contracts are in the ordinary course of the Company's business without giving any specific weightage to them. Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. Full particulars of contracts entered with companies in which directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every Board Meeting for the noting of the Directors.
5. Code of Conduct
The Company has always encouraged and supported ethical business practices in personal and corporate behaviour by its directors and employees. The Company has framed a Code of Conduct for the members of the Board of Directors and Senior Management Personnel of the Company. All members of the Board of Directors and Senior Management personnel affirm on annual basis the compliance of the code of conduct. In addition to that a "Code of Conduct for dealing in equity shares and other listed securities of the Company" is also in place. The Code of Conduct is available on the website of the Company http://centuryenka.co.in/CE/policies/Legal_Compliance.htm.
6. Audit Committee
The Board of Directors has constituted an Audit Committee of Directors and empowered the Committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in Section 177(4) of the Companies Act, 2013 (as may be modified/amended from time to time), items specified in Part C of Schedule II in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 under the head role of audit committee (as may be modified/amended from time to time) and such matters as may be assigned from time to time by the Board of Directors.
The Committee in addition to other business, reviews the quarterly (unaudited) financial results, annual financial statements and auditors’ report thereon, compliance of listing and other legal requirements relating to financial statement, cost audit statement before submitting to the Board of Directors, review internal financial control and procedures, internal control system and procedure and their adequacy, risk management, related party transaction, audit programme, nature and scope of audit programme, appointment, remuneration and terms of appointment of auditors, approval of payment to statutory auditors for other services.
Besides the Committee members, Whole-time Director, President, Chief Financial Officer and partners/other representatives of the firms of Statutory Auditors and Internal Auditors were also present at the meetings to answer the queries raised by the Committee Members.
The Chairman of Audit Committee was present at 49th Annual General Meeting of the Company held on 14th July, 2015.
7. Nomination and Remuneration Committee of Directors
The Board of Directors has constituted a Nomination and Remuneration Committee of Directors. The role of the Committee is to perform all such matters as prescribed under the Companies Act, 2013 and Schedule II - Part D about Role of Nomination and Remuneration Committee of Directors under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which interalia includes - recommendation to Board of Directors, the remuneration policy for the Company, formulation of criteria for performance evaluation of directors, Board and Committee, appointment of Director, appointment and remuneration of Whole-time Director and Key Managerial Personnel. The Committee will also deal with matters as may be assigned from time to time by the Board of Directors.
The Committee has formulated a guiding policy on remuneration for its Directors, Key Managerial Personnel and employees of the Company.
The Committee has devised uniform performance evaluation criteria for directors including independent directors
8. Corporate Social Responsibility Committee
The Board of Directors has constituted Corporate Social Responsibility Committee of Directors. The Role of the Committee is to formulate and recommend to the Board, a corporate social responsibility policy, recommend the amount of expenditure to be incurred on CSR Projects and Programmes and monitor them.
9. Stakeholders’ Relationship/Grievance Committee of Directors
The Board of Directors has constituted a Stakeholders’ Relationship / Grievance Committee of Directors. The role of the committee is to consider and resolve the grievances of security holders and perform such roles as may require under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Continuous efforts are made to ensure that grievances are expeditiously redressed to the satisfaction of investors. A status report of shareholders complaints and redressal thereof is prepared and placed before Stakeholders’ Relationship/Grievance Committee of Directors.
The Secretary of the Company Mr.C.B. Gagrani is the Compliance Officer.
The shareholders/investors can send shares/debentures related complaints, if any, through e-mail Id:- investor@centuryenka. com designated exclusively for this purpose.
10. Share Transfer Committee of Directors
The role of the Committee is to deal with issuance of duplicates of share certificates, transmission of shares, transfer of shares and supervision of transfer of shares delegated to officers of the Company. The delegated authorities attend share transfer formalities at least thrice in a month. Transfer of shares are processed and registered within the stipulated time, provided all the documents are valid and complete in all respect. Share transfers approved by the delegated authorities are placed before Share Transfer Committee/Board for its review. As on 31st March,2016, no shares were pending for transfer for more than 15 days.
The Board of Directors has appointed the Company Secretary as Compliance Officer of the Company to monitor the share transfer process
12. Related Party Transaction
There is no transaction of materially significant nature with related party that may have potential conflict with the interest of the Company at large. The Related Party Transaction policy as approved by the Board is available on the website of the Company http://centuryenka.co.in/CE/policies/Legal_Compliance.htm.
13. Whistle Blower Policy
The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the Company to raise concern. The Policy broadly cover instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct, alteration of documents, fraudulent financial reporting, misappropriation/misuse of Company's assets, manipulation of Company's data, pilferage of proprietary information, abuse of authority, etc. The Policy provides adequate safeguard against victimisation of director(s) / employee(s) who raise the concern and have access to the Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism and that no person has been denied access to Audit Committee. The Policy is available on the website of the Company http://centuryenka.co.in/CE/policies/Legal_Compliance.htm.
14. Any Non-compliance, Penalties or Strictures Imposed
There has been no non-compliance by the Company nor were any penalties imposed or strictures passed against the Company by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority on any matter related to capital market in the last three years.
15. Means of Communication
The unaudited financial results of the Company for each quarter is placed before the Board of Directors within stipulated time. The quarterly financial results of the Company are published in Business Standard (all editions) & Loksatta (Pune edition).
Financial results and other useful information of the Company are also available on the Company’s website www.centuryenka.com.
The Company has not made any presentation to institutional investors or analysts.
Official press release, if any, is placed on the Company’s Website and sent to Stock Exchanges for dissemination.
16. Management’s Discussion and Analysis Report forms a part of the Annual Report
17. General Shareholder Information
Annual General Meeting
Day, Date and Time: Friday, the 15th July, 2016 at 12.30 p.m.
Venue : Pudumjee Hall, Mahratta Chamber of Commerce, Industries and Agriculture, Tilak Road, Pune-411 002.
Financial Year : 1st April - 31st March
Financial reporting for the quarter ending 30th June, 2016 : On or before 14th August, 2016
Financial reporting for the quarter ending 30th September, 2016 : On or before 14th November, 2016
Financial reporting for the quarter ending 31st December, 2016 : On or before 14th February, 2017
Financial reporting for the quarter ending 31st March, 2017 : On or before 30th May, 2017
Book Closure : The Register of Members and Share Transfer Register will remain closed from Tuesday, the 5th July, 2016 to Thursday, the 7th July, 2016 (both days inclusive) for the purpose of payment of dividend.
Dividend Payment Date : On or after 18th July, 2016
Registered Office : Plot No.72 & 72-A, MIDC, Bhosari, Pune- 411 026. Tel. No. (020) 66127300 / 27120423 Fax No. (020) 27120113 E-mail : firstname.lastname@example.org
Company’s Website : www.centuryenka.com
Listing at Stock Exchanges : The Company’s Equity Shares are listed at the following Stock Exchanges :
i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.
ii) The National Stock Exchange of India Limited., "Exchange Plaza", Bandra-Kurla Complex, Bandra (East), Mumbai - 400051.
Payment of Annual Listing Fees : The Annual Listing Fees for the year 2016-17 have been paid.
Stock Code : Bombay Stock Exchange : 500280
National Stock Exchange : CENTENKA
ISIN allotted to Equity Shares : INE485A01015
Dematerialization of Shares and Liquidity : 90.32% of Equity Shares have been dematerialised as on 31st March, 2016. Trading in shares of Century Enka Limited is available in dematerialised form.
Outstanding GDRs/ADRs/Warrants or any convertible instruments : The Company has not issued any GDRs/ADRs/Warrants/Convertible Instruments.
Foreign Exchange Risk & Hedging activities : It is the policy of the Company to cover its foreign currency exposure for imports to avoid currency exchange fluctuation.
Plant Locations : Pune, Rajashree Nagar (Bharuch) and Mahad (Not in operation)
Share Transfer Agent : Link Intime India Private Limited (Unit : Century Enka Limited ) C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West) Mumbai - 400 078. Tel. : 022-25946970 Fax : 022-25946969 E-mail : email@example.com
Share Transfer System : Share Transfer System is explained in Share Transfer Committee of Directors
The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.
19. Discretionary Requirements
i) The Board
At present, there is no separate office in the Company for use of Chairman nor any expenditure reimbursed in performance of his duty.
ii) Shareholders Rights
Half yearly financial results including summary of the significant events are presently not being sent to shareholders of the Company.
iii) Audit Qualifications
There is no audit qualification. Every endeavour is made to make the financial statements without qualification.
iv) Separate posts of Chairman and Chief Executive Officer
The Chairman of the Company is a Non-Executive Director. A separate person is Whole-time Director of the Company.