CORPORATE GOVERNANCE REPORT
A report on Corporate Governance is set out in compliance with the Corporate Governance requirements as stipulated in Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and disclosure Requirements) Regulations, 2015 (Listing Regulations).
I. THE COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE :-
The Company believes that good Corporate Governance emerges from the application of the best and sound management practices and compliance with the laws coupled with adherence to the highest standards of transparency and business ethics.
II. BOARD OF DIRECTORS
(a) Composition of the Board:
As on 31st March, 2016, the Board of Directors comprises eight members consisting of seven Non-executive Directors who account for more than eighty seven percent of the Board's strength as against the minimum requirement of fifty percent as per the Listing Regulations. The Non-Executive Directors are eminent professionals, having considerable professional experience in respective fields. The composition is as under:-
(b) Board Meetings and attendance of Directors:
(i) The members of the Board have been provided with the requisite information mentioned in the Listing Regulations well before the Board Meetings.
(ii) Five Meetings of the Board of Directors were held during the year ended 31st March, 2016. These were held on:-(1) 5th May, 2015 (2) 5th May, 2015 (3) 27th July, 2015
(4) 30th October, 2015 (5) 1st February, 2016
(c) Code of Conduct:
The Company has framed a code of conduct for the members of the Board of Directors and Senior Management Personnel of the Company. The said code of conduct is available on the website of the Company. The declaration by Shri D.K. Agrawal, Whole-time Director of the Company regarding compliance by the Board members and Senior Management Personnel, with the said code of conduct is given as Annexure 'A' to this report. In addition to this a separate code of conduct for dealing in equity shares and other securities conferring voting rights in the Company is also in place and has been complied with.
III. AUDIT COMMITTEE
(i) The Audit Committee was constituted by the Board at its meeting held on 27th May, 2000 and was reconstituted on 5th May, 2014. Member Directors of the Audit Committee presently are as under :-
(1) Shri Yazdi P. Dandiwala
(2) Shri Pradip Kumar Daga
(3) Shri Rajan A. Dalal
(4) Shri Sohanlal K. Jain
All the members of the Audit Committee are Non-Executive Independent Directors and Shri Yazdi P. Dandiwala is the Chairman of the Committee. All the members of Audit Committee are financially literate and one member has accounting and related financial management expertise.
DOMINATION AND REMUNERATION COMMITTEE
The brief description of Terms of Reference of Nomination and Remuneration Committee is to guide the Board in relation to the appointment and removal, identifying persons and to recommend/review remuneration of the directors including Whole-time/Executive Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.
Remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in accordance with the existing industry practice.
Nomination and Remuneration Committee has presently five Non-Executive Directors as its members comprising of four Independent Directors and one Promoter Director (i.e. Chairperson of the Company) as under :-
1. Shri Pradip Kumar Daga 2. Shri B.K. Birla 3. Shri Yazdi P. Dandiwala
4. Shri Rajan A. Dalal 5. Shri Sohanlal K. Jain
Performance evaluation criteria for Independent Directors :
The framework used to evaluate the performance of the Independent Directors is based on the expectation that they are performing their duties in a manner which should create and continue to build sustainable value for the shareholders, and in accordance with the duties and obligations imposed upon them.
V. REMUNERATION OF DIRECTORS
Remuneration to Non-Executive Directors is decided by the Board of Directors as authorized by the Articles of Association of the Company and within the limits set out in Section 197 of the Companies Act, 2013. The members of the Company have in their meeting held on 24th July, 2013 authorised the Board of Directors of the Company to pay commission to Non-Executive Directors within the limits as set out in section 309(4) of the Companies Act, 1956 for a period of 5 years w.e.f. 01.04.2013. The Board of Directors of the Company each year determine the quantum of commission payable to Non-Executive Directors considering the performance of the Company for the said year. The Non-Executive Directors are paid sitting fee at the rate of Rs. 20,000/- for attending each meeting of the Board and Rs. 10,000/- for attending each meeting of various Committees of the Board
None of the Non-Executive Directors has any material financial interest in the Company apart from the remuneration by way of fees received by them during the year. In view of the adverse performance of the Company, the Board of Directors of the Company has resolved not to make payment of commission to Non-Executive Directors for the year ended 31st March, 2016.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Stakeholders Relationship Committee of the Board comprises of three Non-Executive Independent Directors viz. Shri Rajan A. Dalal , Shri Pradip Kumar Daga, Shri Yazdi P. Dandiwala and one Executive Director viz. Shri D.K. Agrawal, who was appointed as its member on 3rd May, 2016. Shri Rajan A. Dalal is the Chairman of the Committee. Shri B.L. Jain who was the Whole-time Director of the Company has ceased to be member of the Committee w.e.f. 1st April, 2016.
The Company Secretary viz. Shri Atul K. Kedia has been designated as the Compliance Officer. During the year ended 31st March, 2016, 21 investor complaints/queries were received and have been resolved. There were no share transfers pending for registration for more than 15 days as on the said date.
OTHER COMMITTEES OF THE BOARD
1. Corporate Social Responsibility (CSR) Committee
The Board of Directors of the Company has constituted a Corporate Social Responsibility Committee of the Board presently comprising of three Non-Executive Independent Directors viz. Shri Pradip Kumar Daga, Shri Yazdi P. Dandiwala and Shri Rajan A. Dalal and one Executive Director viz. Shri D.K. Agrawal. The Committee has elected Shri Yazdi P. Dandiwala as its Chairman.
2. Risk Management Committee
The Board of Directors of the Company has constituted a Risk Management Committee of the Board presently comprising of three Non-Executive Independent Directors viz. Shri Pradip Kumar Daga, Shri Rajan A. Dalal, Shri Sohanlal K. Jain and one Executive Director viz. Shri D.K. Agrawal.
3. Finance Committee
The Board of Directors of the Company has constituted a Finance Committee of the Board presently comprising of three Non-Executive Independent Directors viz. Shri Pradip Kumar Daga, Shri Yazdi P. Dandiwala and Shri Rajan A. Dalal and one Executive Director viz. Shri D.K. Agrawal.
4. Committee of Independent Directors
The Board of Directors of the Company has constituted a Committee of Independent Directors of the Board presently comprising of four Non-Executive Independent Directors viz. Shri Pradip Kumar Daga, Shri Yazdi P. Dandiwala, Shri Rajan A. Dalal and Shri Sohanlal K. Jain.
In the Committees as mentioned at serial nos. 1, 2 and 3 Shri B.L. Jain who was the Whole-time Director of the Company has ceased to be a member of the said Committees w.e.f. 1st April, 2016 and Shri D. K. Agrawal has been appointed on 3rd May, 2016 as a member of the said Committees.
X. GENERAL SHAREHOLDER INFORMATION
(a) Annual General Meeting to be held:
Day, Date, time and venue:
Day : Thursday
Date : 28th July, 2016 Time : 2.30 P.M.
Venue : Nehru Centre Auditorium, Discovery of India Building, Dr. Annie Besant Road, Worli, Mumbai - 400 018
(b) Financial Year : 2016-2017
First Quarterly Results : On or before 14th August, 2016
Second Quarterly Results : On or before 14th November, 2016
Third Quarterly Results : On or before 14th February, 2017
Audited Yearly Results for the : On or before 30th May, 2017 Year ended 31st March, 2017
Dates of Book Closure: 20th July, 2016 to 28th July, 2016 (Both days inclusive).
Dividend payment date:
Dividend on Equity Shares when approved will be made payable from Monday, the 1st August, 2016 to those Shareholders whose names stand on the Company's Register of Members on 28th July, 2016 in physical form to whom dividend warrants will be posted. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership position as per the data to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose.
(e) Stock Exchange related information:
(i) Listing on Stock Exchanges
Equity Shares :
(i) BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
ii) National Stock Exchange of India Ltd. "Exchange Plaza", Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.
Privately-placed Secured Redeemable Non-Convertible Debentures
BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
i) Equity Shares
BSE Ltd. : 500040
National Stock Exchange of India Ltd. : CENTURYTEX
ii) Secured Redeemable Non-Convertible Debentures (privately placed)
BSE Ltd.: 949734
Listing fees have been paid to the Stock Exchanges for the year 2016-2017.
ii) Depository connectivity:
National Securities Depository Limited and
Central Depository Services (India) Limited
(f) ISIN No. for the Company's Listed Securities
Equity Shares in Demat Form : INE055A01016
Secured Redeemable Non-Convertible Debentures (privately placed) : INE055A07062
(i) Suspension from trading:
No Security of the Company has been suspended from trading on any of the stock exchanges where they are listed.
(j) Registrar and Transfer Agents:
The Company has appointed Link Intime India Pvt. Ltd. (Formerly known as Intime Spectrum Registry Limited) as its Share Transfer Agent for both physical and demat segments of Equity Shares and Debentures.
The Address, Telephone no., Fax no. of the Share Transfer Agent is :
Link Intime India Pvt. Ltd. Unit - Century Textiles and Industries Ltd., C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, (Maharashtra) Telephone No. 022-2596 3838, Fax No. 022-2594 6969. Please quote on all the correspondence - Unit - Century Textiles and Industries Limited. For shareholders queries - Telephone No. 022 - 2594 6970 Email ID - firstname.lastname@example.org
(k) Share Transfer System:
Share transfers are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. Executives of the Company have been authorised to approve transfers in addition to the Committee
(n) Dematerialisation of equity shares:
About 97.99% of total equity share capital is held in dematerialised form with NSDL and CDSL.
(o) Hedging of risk:
Company is not having much exposure to foreign exchange and there is a natural hedging partly available in terms of exports made by the Company.
In respect of price risk of raw materials used for manufacturing purpose the same is taken care of as per industry requirement.
(p) Plant (Manufacturing Units):
(i) BIRLA CENTURY
Plot No. 826, GIDC Industrial Estate,Jhagadia - 393 110, Dist. Bharuch (Gujarat).
(ii) CENTURY RAYON
Rayon, Tyre Cord & Chemical Plants,Murbad Road, Kalyan - 421 103, (Maharashtra
(iii) CENRAY MINERALS AND CHEMICALSNawa Nagna, Jamnagar - 361 007,(Gujarat).
(iii) CENRAY MINERALS AND CHEMICALSNawa Nagna, Jamnagar - 361 007,(Gujarat).
v) MAIHAR CEMENT UNITS I & IIP.O. Sarlanagar - 485 772, Maihar,Dist. Satna, (Madhya Pradesh).
(vi) MANIKGARH CEMENT UNITS I & IIP.O. Gadchandur - 442 908,Dist. Chandrapur, (Maharashtra
(vii) SONAR BANGLA CEMENTVillage : Dhalo, P.O. Gankar, P.S. Raghunathganj,Dist. Murshidabad, West Bengal - 742 227
viii) CENTURY PULP & PAPERGhanshyamdham, P.O. Lalkua - 262 402,Dist. Nainital (Uttarakhand).
ix) CENTURY PULP & PAPERPlot no. 3, Vilayat Industrial Estate,Dist. Bharuch - 392 001, (Gujarat
(x) CENTURY YARN CENTURY DENIM Satrati - 451 660, Dist. Khargone, (Madhya Pradesh).
Other Unit (Property Development)
BIRLA ESTATES Century Bhavan, Dr. Annie Besant Road, Worli, Mumbai - 400 030.
(q) Address for correspondence:
Century Textiles and Industries Ltd. Century Bhavan, Dr. Annie Besant Road, Worli, Mumbai - 400 030.
XI. OTHER DISCLOSURES
(i) All related party transactions have been entered into in the ordinary course of business and were placed periodically before the audit committee in summary form including transactions for which omnibus approval of the Audit Committee was taken. There were no material individual transactions with related parties which were not in the normal course of business, required to be placed before the audit committee and that may have potential conflict with the interest of the Company at large. All individual transactions with related parties or others were on an arm's length basis. Transactions with related parties as per requirements of Accounting Standard (AS) 18 - 'Related Party Information' are disclosed in Note 38 to the Financial Statements.
(ii) No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
(iii) The Company has established a vigil mechanism/whistle blower policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud etc. and the same has been disclosed on the website of the Company.
(iv) Subsidiary Companies
The Company does not have any subsidiary company.
1. Familiarization programme for Independent Directors <http://www.centurytextind.com/investor-centre/pdf/others/insidertrading.pdf>
2. Related party Transaction Policy <http://www.centurytextind.com/investor-centre/pdf/others/related_prty_transaction_policy.pdf>
3. Material subsidiary - N.A.
(vi) All Accounting Standards mandatorily required have been followed without exception in preparation of the financial statements.
(vii) Procedures for assessment of risk and its minimisation have been laid down by the Company and reviewed by the Board. These procedures are periodically reassessed to ensure that executive management controls risks through means of a properly defined framework.
(viii) No money was raised by the Company through public issue, rights issue etc. in the last financial year. However, for balance 1,01,80,000 warrants issued on preferential basis as per SEBI guidelines in the finanial year 2014-15 to Promoters/Promoter Group/Persons Acting in Concert, right of conversion was exercised and equal number of equity shares were allotted on 18th December, 2015 upon payment of balance 75% price of the warrant ie. Rs. 354.89 per warrant.
(ix) (a) All pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company have been disclosed in item V of this report.
(b) The Company has one Whole-time Director on the Board whose appointment and remuneration has been fixed by the Board on recommendation of Nomination and Remuneration Committee of the Board and which is subject to approval by the shareholders of the company at the ensuing Annual General Meeting.
The remuneration paid to Shri B.L. Jain who was the whole-time Director of the company up to 31st March, 2016 is mentioned in Item V of this report.
(c) The number of shares held by each Director is mentioned in item II(a) of this report.
(x) (a) Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required by Regulation 34(3) of the Listing Regulations. (b) There were no material financial & commercial transactions by Senior Management as defined in Regulation 26 of the Listing Regulations where they have any personal interest that may have a potential conflict with the interests of the Company at large requiring disclosure by them to the Board of Directors of the Company.
There is no non-compliance of any of the requirements of Corporate Governance Report as required under the Listing Regulations.
1. The Board
An office for the use of the Chairman is made available whenever required.
2. Shareholders' Rights
Half yearly financial results including summary of the significant events in last six months are presently, not being sent to shareholders of the Company.
3. Modified opinion(s) in audit report
There are no qualifications in the Auditor's report on the financial statements to the Shareholders of the Company.
4. Separate posts of Chairperson and Chief Executive Officer
The Company has a Whole-time Director in addition to the Non-Executive Chairman of the Board.
5. Reporting of Internal Auditor
Internal Auditors are invited to the meetings of Audit Committee wherein they report directly to the Committee.
XIV. DISCLOSURE OF COMPLIANCES
The Company has disclosed about the compliance of regulations in respect of Corporate Governance under the Listing Regulations on its website viz. www.centurytextind.com
XV. COMPLIANCE CERTIFICATE
Compliance Certificate for Corporate Governance from Auditors of the Company is given as Annexure - 'B' to this report.
XVI. CEO/CFO CERTIFICATION
As required under Regulation 17(8) of Listing Regulations, the Whole-time Director and CFO have certified to the Board about compliance by the Company with the requirements of the said sub regulation for the financial year ended 31st March, 2016.
XVII. RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India (SEBI), a qualified practicing Company Secretary carries out Reconciliation of Share Capital Audit. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors.
The above report has been placed before the Board at its meeting held on 03.05.2016 and the same was approved.
Details about Debenture Trustee for Non-Convertible Debentures issued by the Company as per Regulation 53(e) of
Name : SBICAP Trustee Company Limited
Address : Apeejay House, 6th Floor, 3, Dinshaw Wachha Road, Churchgate, Mumbai – 400 020. Telephone No. : 022-43025555 Fax No. : 022-43025550 E-mail : email@example.com
Investor Grievance email : firstname.lastname@example.org
Website : www.sbicaptrustee.com
Contact person : Mr. Ajit Joshi (Company Secretary & Compliance Officer) Tel. No. 022-43025503
SEBI Registration No. : IND000000536