CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014^2015
(As required under Clause 49 of the Listing Agreements entered with Stock
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
We believe that it is imperative for us to manage our business affairs in the most fair and transparent manner with a firm commitment to our values. For us, corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. Our corporate governance framework is a reflection of our culture, our policies, our relationship with stakeholders and our commitment to values. Accordingly, we always seek to ensure that our performance is driven by integrity. This is vital to gain and retain the trust of our stakeholders.
(i) AUDIT COMMITTEE:
The Audit Committee has three members; Sri S.Rajaram, Prof. Kamireddi Venkateswara Rao and Smt Jeeja Vaisaraj. Composition
In accordance with Clause 49 of the Listing Agreement and the terms of reference stipulated by the Board to the Audit Committee as per Section 177 of the Companies Act, 2013:
(a) Oversight of the Company's financial reporting process and disclosure of its financial information to ensure accuracy and correctness.
(b) Recommending to the Board the appointment, re-appointment and removal of Statutory Auditors, Internal Auditors and fix their remuneration.
(c) Discussion and review, with the management and auditors of the annual/ quarterly financial statements before submission to the Board, with particular reference to the following:
(1) Any changes in accounting policies and practices;
(2) Major accounting entries based on exercise of judgment by. management;
(3) Qualifications in draft audit report
(4) Significant adjustments arising out of audit
(5) The going concern assumption
(6) Compliance with accounting standards;
(7) Compliance with listing and legal requirements concerning financial statements
(8) All related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large; and
(9) Reviewing with the management, statutory and internal auditors, internal controls and the adequacy of internal control systems.
(10) Reviewing the quarterly and half yearly financial results.
(11) Reviewing the adequacy of internal audit functions, including the structure of the interna! audit department, staffing and seniority ofthe official heading the department, reporting structure coverage and frequency of internal audit.
(12) Discussion with internal auditors, any significant findings and follow up thereon.
(13) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularities or a failure of internal control systems of a material.nature and reporting the matter to the board.
(14) Reviewing the operations, new initiatives and performance of the business divisions.
(15) Approval of appointment of key managerial personnel i.e. Chief Financial Officer/Company secretary.
(16) Review and monitor the auditor's Independence and effectiveness of audit processes.
(17) To review the functioning ofthe whistle bowler/vigil mechanism. Risk coverage policy
(18) All such other functions as may be specified from time to time
ii) NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprises of Three Non-Executive Independent Directors as member viz. Shri S. Rajaram, Shri Kamireddi Venkateswara Rao and Shri Dilip Anant Biwalkar (Resigned w.e.f. 07.02.2015).
The terms of reference of the Committee inter alia, include the following:
* Succession planning ofthe Board of Directors and Senior Management Employees;
* Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;
Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
* Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.
The details of meetings attended by the Directors are given below: During the period the Remuneration Committee was held on 30.08.2014.
(iii) STAKEHOLDER RELATIONSHIP COMMITTEE:
The Company has a Stakeholders Relationship Committee of Directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of notices/annual reports etc.
(i) The Stakeholders Relationship committee comprises of 3 (Three) Directors
(a) Shri G.V.V. Satyanarayana as Chairman
(b) Shri Sirangu Rajaram-. Member
(c) Prof. Kamireddi Venkateswara Rao - Member. The terms of reference ofthe Committee are:
• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;
• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;
• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;
• to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;
• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required.
• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;
monitoring expeditious redressal of investors /stakeholders grievances; all other matters incidental or related to shares, debenture
The Stakeholders Relationship Committee received and reviewed the Complaints received from the investors of the Company during the period 2014-15. All the complaints were resolved by the Company to the satisfaction ofthe investors as on 31 st March'2015 and there were no pending letters/complaints as on 31 st March'2015.
Independent Directors' Meeting
¦During the year under review, the Independent Directors met once, inter alia, to discuss:
* Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.
* Evaluation ofthe performance ofthe Chairman ofthe Company, taking into account the views ofthe Executive and Non-executive Directors.
* Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
* All the Independent Directors were present at the Meeting.
Name, Designation and Address of Compliance Officer:
Ms. Swaroopa Meruva Company Secretary & Compliance Officer 15-1-37/3, JayapradaApartments, Nowroji Road, Maharanipeta, Visakhapatnam - 530 003 Andhra Pradesh, India
The Company has laid down a code of conduct for all Board Members and Senior Management Personnel. The Code of conduct had been circulated to all the members ofthe Board and Senior Management.
A declaration signed by the Managing Director is as follows:
"It is hereby declared that all members of the Board and Senior Management have affirmed compliance with the Code of Conduct for the Financial Year ended 31at March, 2015." The Code has also been posted on the Company's Website. The Managing Director has given a declaration that all the Directors and concerned Executives have affirmed compliance with the Code of Conduct
CEO & MD / CFO CERTIFICATION
The MD have issued Certificate Pursuant to the provisions of Clause 49 ofthe Listing Agreement Certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Head Compliance is responsible for implementation of the Code.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 ofthe Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects ofthe Board's functioning such as adequacy ofthe composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc.
The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
EXTRA-ORDINARY GENERAL MEETING DURING THE PERIOD (2014-15):
One Extra-Ordinary General Meeting was held on 24th December' 2014 at 10.30 A.M. at Plant office: D. No. 6-42, Besides Toyota Showroom, Marikavalasa, Visakhapatnam-530 041, Andhra Pradesh, India.
(vi) CORPORATE AFFAIRS & VISION:
(a) Advanced Planning Techniques and strategic supervision by the Board of Directors;
(b) Excellent co-ordination at all levels of management to achieve the tasks.
(c) Immediate attention towards customers' requirements and public relations.
(d) Cautious approach in operations, rendering services efficiently and effectively to the clients and
(e) Adequate response towards socio-economic responsibilities.
(f) Focus on protecting the safety of the clients and the employees.
(g) To design the standards, policies, procedures and best practices in addition to the existing policies.
(h) To grow the company and to generate long term business results and expanding market presence. .
(i) To retain the talented and dedicated employees.
(vii) OTHER DISCLOSURES:
a) Disclosure of Related Partv Transactions:
The Board is of the bona-fide belief that there are no materially significant related party transactions made by the company with Promoters, Directors or Management, their subsidiaries or relatives etc that may have potential conflict with the interests of the Company at large. The Register of Contracts containing the transactions in which Directors are interested is placed before the Board regularly for its approval.
b) The company has established a whistle bowler policy.
c) The company has complied with all the mandatory disclosure requirements under Clause 49 of the Listing agreement and also makes efforts to make the non-mandatory disclosures to the extent they arise and are considered significant.
(viii) MEANS OF COMMUNICATION:
i) The Quarterly unaudited financial results and the annual audited financial results, intimation of Board Meetings date, Record Date, Book Closure are normally published in leading News Papers.
ii) The Company has not issued any press release or made any presentations to the investors about its financial results during the year.
Hi) A Management Discussion and Analysis (MD&A) of relevant matters forms part of the Annual Report.
GENERAL SHAREHOLDERS INFORMATION
i) Thirty Fourth Annual General Meeting ofthe Company:
Date & Time : 14"1 September, 2015
Venue : D.No. 6-42, Besides Toyota Showroom, Marikavalasa, Visakhapatnam-530041, Andhra Pradesh, India
Financial Year : 1st April to 31st March.
Period Approval of Quarterly Results
1S! Quarter ending 30.06.2015 ; 1st week of August, 2015
2m Quarter and half year ending 30.09.2015 : 1st week of November, 2015
3ra Quarter ending 31.12.2015 : 2™ week of February, 2016
4m Quarter ending 31.03.2016 : Last week of May, 2016
iii) : Date of Book Closure : •2T.00.2015
iv) Dividend Payable Date : Within 30 days from the date of declaration
W Listing on Stock Exchanges
l.Mumbai Stock Exchange 2.Delhi Stock Exchange 3.Ahmedabad Stock Exchange
vi) Registrars & Share Transfer Agents
The Board has appointed M/s Big share Services Pvt. Ltd., Mumbai as its Share Transfer Agents
vli) High/Low Market Price : Rs. 24.40/25.60
viii) Stock Code BSE
ISINf for Dematerialization) : INE377E01016
• Scrip ID : coast corp –
Scrip code : 501831
Ix) CIN No : L63040AP1981PLC003047
x) Board Meeting for consideration of Accounts for the financial year ended March 31,2015 and recommendation of dividend : 28tn May, 2015
(x). Share Transfer System:
The Shares fortransfer received in physical form are transferred expeditiously provided the documents are complete and the share transfer is not under any dispute. A summary of transfer/ transmission of securities so approved by the share transfer and transmission committee are placed at Meetings. The share certificates duly endorsed are sent to the shareholders by Registrar and Share Transfer Agents (i.e., Big share Services Private Limited, Hyderabad). Confirmation in respect to the requests for dematerialization of shares is sent to the respective depositories i.e., CDSL, expeditiously.
Pursuant to the Clause-47C ofthe Listing Agreement, Certificates on Half-yearly basis confirming due compliance of share transfer formalities were complied with.
In addition, a Reconciliation of Share Capital Audit Report for reconciliation of the share capital confirming that the total issued capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with CDSL, is placed before the Board on a quarterly basis. Acopy of the Audit Report is submitted to the Stock Exchanges.
(xi) Contact Information:
As a Coastal Corporation Limited Shareholder-You are encouraged to contact the Registrar for all your shares related services and queries whose address is given below:
Name of the Registrar and Share Transfer Agent
Bigshare Services Private Limited, Mumbal
E 2 & E3, Ansa Industrial Estate Saki-vihar Road, Sakinaka, Andheri(E), MUMBAI _ 400 072 Telephone No.: 022 - 40430200 Fax : 022 - 28475207
For Business relation : marketina(5)biqshareonline.com For Investor Query /Grievances: firstname.lastname@example.org
Bigshare Services Private Limited 306, Right wing, Amrutha Ville, Opp: Yashodha Hospital Somajiguda, Raj Bhavan Road Hyderabad - 500 082 Telephone No : 040 - 2337 4967 Fax : 040 - 2337 0295 Email: bsshvd<3>biashareonl»ne.com
Registered Office ofthe Company
Address for Correspondence
15-1-37/3, Jayaprada Apartments, Nowroji Road, Maharanipeta, Visakhapatnam - 530 002 Andhra Pradesh- India,
The Company has two existing Plants located in and around Visakhapatnam District, Andhra Pradesh, India, the addresses of which are as follows:
(a) Marikavalasa(V), Paradesipalem Panchayat, Visakhapatnam dist.
(b) P. Dharmavaram Village, S.Rayavaram Mandal, Visakhapatnam Dist
(xii) Dematerialization of Equity Shares and Liquidity:
The Company's Equity Shares are listed on Mumbai, Ahmedabad, Delhi Stock Exchanges with a view to provide liquidity to the Shareholders. The Company's Equity Shares can be dematerialized now. the MOU with CDSL for Dematerialization of Shares and appointment of M/s. Bigshare Services Private Limited as Registrar & Share Transfer Agents ofthe Company and for related matters have been continuing.