REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement) A. MANDATORY REQUIREMENTS
1. Company's philosophy on Code of Corporate Governance:
The Company believes in the practice of good Corporate Governance. A continuous process of delegation of powers commensurate with accountability coupled with trust, faith and transparency has been embedded in the day to day functioning. The Company will endeavor to improve on these aspects on an ongoing basis. The Company will endeavour to improve on these aspects on an ongoing basis. We understand that Corporate Governance is a continous journey and not a destination.
The Company adheres to highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings.
Code of Conduct for Board Members and Senior Management
The Board of Directors has adopted the Code of Conduct for its Members and Senior Management. The Board highlights Corporate Governance as the cornerstone for the sustained management performance, for serving all the stakeholders and for instilling pride in its business dealings.
The Code is applicable to all the Directors and specified Senior Management Executives. The Code impresses upon the Directors and senior Management Executives to uphold the interest of the Company and its Stakeholders and endeavors to fulfill the fiduciary obligation towards them. The Code also mandates that Directors and Senior Management Executives would uphold highest standard of integrity, honesty, ethical conduct and fairness in their dealings and shall exercise utmost good faith, due care and integrity in performing their duties. The Code of Conduct is posted at Company's website at (www.dcwltd.com)
b. Code of Conduct for prevention of Insider Trading:
The Company has adopted a Code of Conduct for prevention of insider trading for its Directors, Key Managerial Personnel & Designated Employees. The Code lays down the guidelines and procedures to be followed, disclosures to be made while dealing with the shares of the Company. The Company Secretary has been appointed as the Compliance officer, and is responsible for adherence to the Code. The Code of Conduct for prevention of Insider Trading is also available on the website of the Company.
2. Board of Directors:-Size of the Board
No. of Board Meetings held during the year along with the dates of the meeting:
During the year six Board Meetings were held on:
19.05.2014, 18.06.2014, 08.08.2014, 12.11.2014, 13.02.2015 and 28.03.2015
The Company placed before the Board the Annual Budget, Performance of various units and other information from time to time as specified in Annexure X of the Listing Agreement.
The Board has constituted following committees : A. Audit Committee Terms of Reference :
The terms of reference of this Committee cover the matters as specified for Audit Committees under Clause 49 of the Listing Agreement and also as per the provisions of Section 177 of the Companies Act, 2013
Composition, name of Members and Chairperson:
The Audit Committee comprises 3 Non-Executive Independent Directors. Shri Sodhsal Singh Dev of Dhrangadhra is the Chairman of this Committee. Shri D. Ganapathy and Ms. Sujata Rangnekar are the other members of the Committee.
B. Nomination and Remuneration Committee:
Terms of Reference :
The terms of reference of this Committee cover the matters as specified for Nomination and Remuneration Committees under Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Composition, Name of Members and Chairperson:
The Remuneration Committee comprises 3 Non-Executive Independent Directors. Shri Sodhsal Singh Dev of Dhrangadhra is the Chairman of this Committee Ms. Sujata Rangnekar and Shri D. Ganapathy are the other members of the Committee.
The Remuneration of Managing Directors is approved by the Nomination and Remuneration Committee and also by the Board (subject to the subsequent approval by the Shareholders at the general body meeting and such other authorities as the case may be).The remuneration is fixed considering various factors such as qualification, experience, expertise and prevailing remuneration in the corporate world, financial position of the Company etc. The remuneration Structure comprises Salary, Perquisites, Commission and Contribution to Provident Fund, Super-Annuation Fund and other funds in accordance with the provisions of the Companies Act, 12013.Each of the Non-Executive Directors are entitled for commission aggregating not more than 1% of the net profits of the Company in a financial year subject to a maximum of Rs. 3,00,000/- per Director as approved by the members of the Company at the Extra- Ordinary General Meeting held on December 19, 2013 besides the sitting fees for meetings of the Board and its committees attended by them
Each of the Managing Director are entitled for commission @ 25% of the difference between 10% of the net profits as computed under Section 198 of the Companies Act, 2013, in a financial year and the aggregate of the salary and perquisites and benefits paid to all the Managing Directors in that year subject to the overall ceilings stipulated in Sections 197 of the Companies Act, 2013.
The appointments of Managing Directors are contractual and are for a period of 3 years.
The appointment of the Managing Directors may be terminated by either party by giving a six-month notice. No severance fee is payable on termination of appointment.
Presently the Company does not have any Scheme for grant of any stock option either to the Directors or to the employees.
Stakeholders Relationship committee:
The Board has rechristened Shareholders'/Investors Grievance Committee as Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms of reference of the shareholders'/investors Grievance Committee was conferred on the Stakeholders Relationship Committee.
Shri. D. Ganapathy, Independant Director is the Chairperson of the Stakeholders ' Relationship Committee.
1. During the year, there were no transactions of material nature with the Promoters, Directors or the management or relatives etc. that may have potential conflict with the interest of the Company at large.
During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any other statutory authority for non-compliance of any matter related to the Capital Market.
7. Whistle Blower Policy
The Company has in existence a system for the employees to report about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and no personnel has been denied access to the Audit Committee.
8. Means of Communication
Quarterly results : The Company's quarterly results are published in 'Financial Express'/Business Standards' in all editions including the Gujarati Edition published from Ahmedabad. and also are displayed on its website (www.dcwltd.com). These are not sent individually to the shareholders.
There were no presentations made to the Institutional Investors or to the Analysts.
Selection of Independent Directors:
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Human Resources, Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence. The Board considers the Committee's recommendation, and takes appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.
Role of the Company Secretary in overall governance process:
The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for governance matters.
Observance of the Secretarial Standards issued by the Institute of Company Secretaries of India :
The Institute of Company Secretaries of India (ICSI), one of India's premier professional bodies, has issued Secretarial Standards on important aspects like Board meetings, General meetings, Payment of Dividend, Maintenance of Registers and Records, Minutes of Meetings, Transmission of Shares and Debentures, Passing of Resolutions by Circulation, Affixing of Common Seal and Board's Report. Although these standards, as of now, are recommendatory in nature, the Company substantially adheres to these standards voluntarily.
Recording minutes of proceedings at Board and Committee meetings:
The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.
Post meeting follow-up mechanism:
The guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.
The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 1956/Companies Act, 2013 read with rules issued there under, as applicable and the Secretarial Standards recommended by the Institute of Company Secretaries of India.
9. General Shareholders information
ANNUAL GENERAL MEETING:
Day & Date : August 27, 2015
Time : 10.00 A.M.
Venue : at the Registered Office (at Guest House No.2),Dhrangadhra, Gujarat - 363 315 Financial calendar : April 2014 - March 2015:
Date of Book closure :
18th August, 2015 to 27th August, 2015.(both days inclusive).
Divident Payment Date :
No divident is paid for the year.
Listing on Stock Exchanges:
The Company's shares are listed with the following Stock Exchanges: -
• The Bombay Stock Exchange –
Phiroze Jeejeebhoy Towers, (BSE)
Dalal Street, Mumbai 400 023
• National Stock Exchange of - Exchange
Plaza Bldg., India Limited (NSE)
5th Floor, Plot No. C- 1, 'G' Block, Bandra- Kurla Complex, Near Wockhardt, Mumbai 400 051
Annual Listing fees as prescribed has been paid to the above Stock Exchanges for the year 2015 - 2016.
GDRs of the Company are listed with the Luxembourg Stock Exchange
Stock Code : 500117 (BSE)
Demat ISIN Nos. : INE 500A01029 (Fully Paid)
Share Transfers and other Communications may be
: Bigshare Services Pvt. Ltd.,
Unit DCW Ltd.,
Addressed to :E/2&3, Ansa Industrial Estate,Sakivihar Road, Saki Naka, Andheri (East),Mumbai 400 072.
Tel.: 91- 22 - 28470652, 40430200,28470653 Fax.: 91-22-28475207
Email : email@example.com
Investors' complaints may be :
Addressed to Dy. Company Secretary
DCW Limited Nirmal, 3rd floor, Nariman Point,Mumbai - 400 021
Registrar and Share Transfer Agents:
The Company has appointed Bigshare Services Pvt. Ltd., E/2& 3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai - 400 072 as Registrars and Share Transfer Agents of the Company.
Our RTA, Bigshare Services Private Limited has Gen-Next Investor Interface Module "i'Boss" the most advanced tool to interact with investors. Please login into "i'Boss" (www.bigshareonline.com] and help them to serve you better.
The Company's shares are traded in the Stock Exchanges compulsorily under demat mode. All the applications received for transfer of physical shares are approved by the Share Transfer Committee, which normally meets twice in a month depending on the volume of transfers. Share transfers are registered and returned normally within 15 days from the date of lodgement, if documents are complete in all respects.
Dematerialisation of shares:
209250211 Equity shares held by 49072 Shareholders comprising 98.01% of the paid up Share Capital have been dematerialised as on 31st March, 2015.
For queries on Annual Report: firstname.lastname@example.org
For queries in respect of shares in physical mode: email@example.com Outstanding GDRs / ADRs / Warrants /convertible instruments etc.: Outstanding GDRs as on 31st March, 2015 represent 2,773,750 shares (1.32%).
Apart from those mentioned above, there are no further outstanding instruments, which are convertible into equity in the future.
Plant Location :
Soda Ash Division : Dhrangadhra – 363 315, Gujarat.
Caustic Soda Division Arumuganeri P.O.,Sahupuram – 628 202,Tamil Nadu.
PVC Division Arumuganeri P.O.,Sahupuram – 628 202,Tamil Nadu.
Salt Works : Kuda, Gujarat. Arumuganeri P.O.,Sahupuram – 628 202,Tamil Nadu
Address for correspondence :
DCW Limited, Nirmal, 3rd floor,Nariman Point, Mumbai - 400 021