CORPORATE GOVERNANCE REPORT
1. Company Philosophy :
Cochin Minerals and Rutile Limited have always focused on good Corporate Governance practices as it believes that a strong corporate governance policy is indispensable to healthy growth of business and long term value creation for the company's stake holders. Good corporate governance provides an appropriate framework for the Board and the Management to carry out the objectives that are in the interests of the Company and the shareholders. The company endeavors to enhance and protect the long term interest of all its stake holders keeping in mind corporate social responsibility. The company is in full compliance with all the corporate governance requirements of the guidelines on corporate governance stipulated under clause 49 of the listing agreement with the Stock Exchange.
It is the policy of the company to continuously improve the product quality to the total satisfaction of the customers by the contribution of skills, talents and innovations of its employees.
It is the policy of the company to provide and maintain safe and healthy working environment to achieve total safety of employees, environment, equipments, process and all movable and immovable objects
2. Board of Directors :
(i) Composition :
The company has a non-executive and independent chairman. Out of the total strength of 9 members of the Board, 7 are non-executive and 4 are independent. The composition of the Board is in conformity with the Governance requirements, which stipulate that 50 per cent of the Board should comprise non-executive directors and, if the Chairman is non-executive, 1/3rd of the Board should be independent.
Changes in the Board of Directors :
Shri. T P Thomaskutty, Nominee Director K S I D C Ltd., ceased to be a Director of the company with effect from 30.12.2014 on withdrawal of nomination by K S I D C LTD and Smt. A Malini, General Manager, K S I D C Ltd., Thiruvananthapuram was appointed as Nominee Director of K S I D C Ltd. with effect from 10.02.2015.
ii) Meetings :
5 (five ) meetings of the Board were held during the year ended 31st March 2015. These were on 5th May 2014, 7th July 2014, 4th August, 2014, 12th November, 2014 and 14th February 2015. The gap between any two meetings did not exceed four months.
iii) Attendance :
Attendance of each Director at the Board Meetings and last Annual General Meeting are given in Table "A".
iv) Statements as mandated by clause 49:-
a) Apart from receiving directors sitting fees and commission as per rules, the non-executive directors do not have any material pecuniary relationship or transactions with the company or its promoters.
b) Except Dr. S N Sasidharan Kartha, and Mrs. Jaya S Kartha (husband and Wife) Mr. Mathew
M Cherian and Mr. Nabiel Mathew Cherian(Son of Mr. Mathew M Cherian) Mr. Saran S Kartha (Son of Dr. S N Sasidharan Kartha and Mrs. Jaya S Kartha) none of the directors of the company is related inter-se.
c) None of the independent directors is below the age of 21 years.
d) None of the directors of the company is a member of more than 10 committees or chairman of more than 5 committees across all companies.
v) Share holding in the company by non-executive directors as on 31/03/2015 were as follows:
3. Code of Conduct under corporate governance regulations
The company has adopted a code of conduct for its Board members and senior management personnel, in compliance of the corporate governance guidelines. The code is applicable to all Board members and senior management personnel, who have affirmed their compliance with the code during the year ended 31st March 2015. The declaration by the Managing Director (CEO) as regards compliance with the code is annexed.
4. Code of conduct under insider trading regulations
The company has adopted a code of conduct for its Board members and designated employees in compliance of the SEBI (Insider Trading) regulations. The company has obtained prescribed undertakings from all directors and designated employees as regards compliance with the code.
5. Secretarial Standards and audit
Though not mandatory, the company voluntarily adheres to the secretarial standards issued by the Institute of Company Secretaries of India on important corporate practices such as Board Meetings, General Meetings, payment of dividend, maintenance of registers and records, minutes of meetings, transmission of shares, passing of resolutions by circulation and Board's report. The company has also undergone secretarial audit by an independent Company Secretary in whole time practice.
6. Audit Committee
The Audit Committee of the company during the year consisted of 5 members out of which 3 non - executive and independent Directors, two of them having expert knowledge in Finance and Accounts and two Executive Directors. The terms of reference of the committee included the following :
(i) Reviewing financial statements before submission to the Board.
(ii) Reviewing quarterly working results and limited review reports of the auditors.
(iii) Reviewing audited financial accounts and audit report before submission to the Board.
(iv) Reviewing accounting policies and practices.
(v) Recommending appointment of Auditors and fixing their remuneration.
(vi) Discussion with internal auditors regarding nature, scope and findings of audit.
(vii) Reviewing internal control and internal audit systems and their compliance thereof.
The audit committee is empowered to seek information from any employee, if necessary. No employee is denied access to the audit committee.
The audit committee met four times during the year 5th May 2014, 4th August 2014, 12th November, 2014 and 14th February 2015. The attendance record is given in "Table - B". The Company Secretary of the Company is the secretary of the Committee.
9. Familiarization programme for independent directors
The company has adopted a policy for Familiarization programme for independent directors. The details are available on the company's web site www.cmrlindia.com > policies.
10. Share Transfer Committee
Share Transfer Committee consists of three members including Compliance Officer and Chief Financial Officer, as the members of the Committee. The committee reviews and approves the transfers and transmission of equity shares, issue of duplicate share certificate etc.
The Company's shares are compulsorily traded in demat form. However, the Share Transfer committee met at frequent intervals i.e. 26 times during the year. There were no pending transfers as on 31st March 2015.
11. Stakeholders Relationship Committee
In compliance of the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has constituted a "Stakeholders' Relationship Committee" to specially focus on the services to the stakeholders.
The Committee consists of the following Directors:
1. Shri. R K Garg
2. Shri. Mathew M Cherian
3. Smt. Jaya S Kartha
4. Shri. Nabiel Mathew Cherian
Shri. Suresh Kumar P, C. G. M. (Finance) & Company Secretary functions as the Compliance Officer. During the year 15 complaints were received from the investors. All of them were resolved and the outstanding complaints as on 31.03.2015 was NIL. The committee had met two times during the financial year ended 31st March, 2015 on 12.11.2014 and 14.02.2015.
12. Share Transfer System
a) The shares, in physical form received for transfer are processed and transfers effected generally within a period of 10 days from the date of receipt, provided the documents are valid and complete in all respects. Physical shares for demat are received by the Registrar & Transfer Agents and processed within the stipulated time. The authority for approving Share Transfers are delegated to the share transfer committee.
Transfer of dematerialized shares is effected through the depositories, with no involvement of the company.
b) Registrar and Transfer Agents M/s. SKDC Consultants Ltd., Kanapathy Towers,
3rd Floor,1391/A-1, Sathy Road,Ganapathy,Coimbatore - 641 006
Ph: (0422) - 6549995, 2539835-836 Fax : 91 422 2539837
a) Disclosure of materially significant related party transactions that may have potential conflict with the interests of the company.
No transaction of material nature has been entered into by the company with its promoters, directors, the management, subsidiaries or relatives etc. that may have potential conflict with the interests of the company.
b) Disclosure of non-compliance
There were no instances of non-compliance and no penalty or strictures imposed on the company by the stock exchanges or SEBI or any statutory authority on any matter related to capital markets, during the last three years.
c) Compliance of Clause 5A
The company have no share certificate which have remained unclaimed by the shareholders.
d) Non - mandatory requirements
The company has fulfilled the following non-mandatory requirements as presented in Annexure ID to clause 49 of the listing agreement.
i) The company continue in a regime of unqualified statutory financial statements.
ii) The company ensures that independent directors of the company have the requisite qualification and experience which would be of use to the Company.
15. Means of Communication.
The quarterly, half yearly and annual working results of the company are published in newspapers like Financial Express and Kerala Kaumudi. The management Discussion and Analysis is included as a part of the annual report for the year ended 31st March 2015.
16. General Shareholder Information.
Annual General Meeting 14th September 2015 at 11.00 A.M.
Priyadarshini Municipal Town Hall, Thottakkattukara, Aluva, Ernakulam, Kerala.
Financial Year : Year ended 31st March 2015
Book Closure Date : 08.09.2015 to 14.09.2015 (both days inclusive)
Listing The shares of the company are listed at Bombay Stock Exchange Ltd.
Stock Code COCHRDM 513353
Demat ISIN INE 105D01013
19. Dematerialisation of Shares and Liquidity.
90.577 percent of the company's paid-up capital is held in demat form as on 31st March 2015. Trading in the shares of the company is permitted only in demat form for all investors. The company has signed agreements with National Securities Depository Limited and Central Depository Services (India) Limited to offer depository services for the company.
The shares of the company are regularly traded at the Bombay Stock Exchange Ltd. and has good liquidity.
20. Outstanding GDR/ADR/Warrants/Convertible instruments and their impact on equity.
Not applicable to the company.
21. Plant Location.
Edayar Industrial Development Area, Muppathadom P.O. Binanipuram, Kerala - 683110 Tel. - 0484 - 2532186
22. Address for Correspondence.
Cochin Minerals and Rutile Limited,
P.B. No. 73, VIII/224, Market Road, Aluva - 683 101, Kerala.
Tel : 0484 - 2626789 Fax : 0484 - 2625674 E-mail : email@example.com , firstname.lastname@example.org