REPORT ON CORPORATE GOVERNANCE
1. STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's philosophy on Corporate Governance strives to meet its business objectives efficiently and accomplishing its responsibility towards its stakeholders. The Company has been consistently practicing good Corporate Governance. The Company creates an environment for the efficient conduct of the business, enables the management to meet its obligations towards all its stakeholders, including amongst others, customers, employees and the community in which the Company operates.
The Company believes that Corporate Governance provides a structure through which:
• Objectives of the Company are set, means for achieving and monitoring performance are determined;
• Long term value of the enterprise is maximized;
• The business complies with legal and regulatory frameworks; and
• Offers better value to shareholders / stakeholders and the society at large.
2. BOARD OF DIRECTORS
a. Composition and Category of Directors
The Board comprises of seven directors of whom two are executive including one woman director, one non-executive and four are Independent directors. The composition of the Board is in conformity with the requirements of the Listing Agreement.
b. Board Meetings
Meetings of the Board of Directors are scheduled well in advance and generally held at the Registered Office of the Company at Hyderabad. Notice of the Board Meeting with the detailed agenda is sent at least seven days in advance to all the Directors. Senior members of the Management of the Company are invited to attend the Board Meetings, make presentations and provide clarifications as and when required. The Board meets at least once in a quarter to review the quarterly performance and unaudited financial results.
The Board of Directors of your company met 4 (Four) times during the year 2014-15 on 20th May 2014, 8th August 2014, 14th November 2014 and 3rd February 2015 to transact various businesses. During the year the Company also held the 34th Annual General Meeting (AGM) on 29th September 2014.
Code of Conduct
The Company has adopted a Code of Conduct as required under Clause 49(II) (E) of the Listing Agreement with the Stock Exchanges. This code is posted on the Company's website at www. deccancements.com All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year under review. Declaration to this effect signed by the Managing Director is annexed to this report.
d. Committees of the Board
In order to carry out the responsibilities & decision making more smoothly and in prudent manner the Board has formed 4 committees. The decisions and recommendations of the Committees are placed before the Board for information. The Committees are:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Share Transfer and Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
3. AUDIT COMMITTEE
The Audit Committee of the Company is constituted pursuant to section 177 of the Companies Act, 2013 and Clause 49 the Listing Agreements entered with the Stock Exchanges. All members of the Audit are financially literate and more than one member possess accounting / related financial management expertise.
Terms of Reference
The Board of Directors at its meeting held on 20th May 2014 amended the terms of reference the Audit Committee to make the same in line with the provisions Section 177 of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are broadly as follows:
a. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
b. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
d. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report
ii. Changes, if any, in accounting policies and practices and reasons for the same
iii. Major accounting entries involving estimates based on the exercise of judgment by management
iv. Significant adjustments made in the financial statements arising out of audit findings
v. Compliance with listing and other legal requirements relating to financial statements
vi. Disclosure of any related party transactions
vii. Qualifications in the draft audit report
e. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
f. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
g. Approval or any subsequent modification of transactions of the company with related parties;
h. Scrutiny of inter-corporate loans and investments;
i. Valuation of undertakings or assets of the company, wherever it is necessary; j. Evaluation of internal financial controls and risk management systems;
k. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
l. Reviewing the adequacy of internal audit function,
m. Discussion with internal auditors of any significant findings and follow up there on. Composition, Meetings and Attendance of the Committee
During the year 2014-15 the Audit Committee met 4 (Four) times on 20th May 2014, 8th August 2014, 14th November 2014 and 3rd February 2015. The following table displays the attendance of the members in the meetings of the Audit committee.
4. NOMINATION AND REMUNERATION COMMITTEE
Terms of Reference
The Board of Directors at its meeting held on 20th May 2014 changed the name of the Remuneration Committee to Nomination and Remuneration Committee and amended its terms of reference to make the same in line with the provisions Section 178 of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement. The terms of reference of the Nomination and Remuneration Committee are broadly as follows:
a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
b. Formulation of criteria for evaluation of Independent Directors and the Board;
c. Devising a policy on Board diversity;
d. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
e. Such other matters that may be authorised by the Board from time to time
Nomination and Remuneration Policy
The Key Objectives of the Policy are:
a. to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
b. to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board
c. to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
The function of the Committee is to perform the duties as mentioned in the "Terms of Reference", including but not limited to determining and making recommendations with respect to all forms of compensation to be granted to the Directors and senior management of the Company.
Non-Executive Directors Compensation and Disclosures
Non-Executive Directors have been paid sitting fees for their attendance at the Board/Committee meetings and Commission on profits at such rates as determined by the Shareholders
5. SHARE TRANSFER & STAKEHOLDERS' RELATIONSHIP COMMITTEE Composition, Meetings and Attendance of the Committee
During the year 2014-15 the Share Transfer and Stakeholders' Relationship Committee met 4 (Four) times on 20th May 2014, 8th August 2014, 14th November 2014 and 3rd February 2015. The following table displays the constitution and attendance of the members in the meetings of the Committee
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Composition, Meetings and Attendance of the Committee
In compliance of Section 135 of the Companies Act, 2013 the Board of Directors at its meeting held on 20th May 2014 has constituted the Corporate Social Responsibility (CSR) Committee. During the year 2014-15, the Committee met once on 8th August 2014. The following table displays the constitution and attendance of the members in the meetings of the Committee
7. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance to Clause 49(II)(B)(6) of the Listing Agreement Independent Directors of the Company shall meet at least once in every financial year without the presence of Executive Directors or management personnel. During the Financial Year 2014-15, a separate meeting of Independent Directors of the Company was held on 3rd February 2015.
a. The Company has formulated and adopted a policy for determining the material related party transactions and the details of such policy are available on the Company's website: www.deccancements.com The details of related party transactions are disclosed in Note No. 29 of Notes to the Financial Statements.
None of the business transactions with any of the related parties was in conflict with the interests of the Company during the financial year 2014-15.
b. During the last three years there were no strictures or penalties imposed by either the SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets.
c. The Company has formulated and adopted 'Vigil Mechanism/Whistle Blower Policy'. And the same is placed on the company's website www.deccancements.com Further it is hereby affirmed that no personnel has been denied access to the Audit Committee.
d. The Company has complied with the mandatory requirements and the following non-mandatory requirements
• the Company's financial statements for the year 2014-15 are unqualified,
• the positions of the Chairman of the Board and the Managing Director of the Company are held by separate individuals.
10. MEANS OF COMMUNICATION
a. Quarterly financial results of the Company are forwarded to the Stock Exchanges and published in Financial Express and Andhra Prabha newspapers in line with the Listing Agreement requirements.
b. The Financial Results and other the official news of the Company are displayed on the Company's website www.deccancements.com
c. The Company has not made any presentations to any Institutional Investors / Analysts during the last financial year
11. GENERAL SHAREHOLDER INFORMATION
a. Annual General Meeting
Date 35th Annual General Meeting 22nd September 2015
Time 10.00 A.M.
Venue Bhaskara Auditorium, Birla Museum, Adarsh Nagar, Hyderabad - 500 063
Financial Year 1st April to 31st March
Date of Book Closure 16th September 2015 to 22nd September 2015 (both days inclusive)
Dividend Payment : Credit/ dispatch of dividend warrants between 5th October 2015 and 12th October 2015
Listing with Stock Exchanges
BSE Limited - Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001
National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (East) Mumbai - 400 051
Stock Code/ Symbol
BSE - 502137 NSE - DECCANCE
i. Registrars and Share Transfer Agent :
Karvy Computershare Private Limited Karvy Selenium Tower B, Plot number 31 & 32, Financial District, Gachibowli, Hyderabad 500 032. Telephone No: 040 - 67162222, Fax No: 040 - 23001153 Email id: email@example.com Website: www.karvycomputershare.com
j. Share Transfer System:
The Physical Shares along with valid and duly executed transfer instrument as and when received are duly processed and shares in respect of valid transfer instruments are transferred in the name of transferee. Duly transferred share certificates are returned within a period of 15 days from the date of receipt subject to the documents being valid and complete in all respects. The Managing Director has been delegated powers to approve transfers. A summary of transfer/transmission of shares of the Company so approved by the Managing Director is placed at every Share Transfer and Stakeholders' Relationship Committee Meeting.
Pursuant to Clause 47(C) of the Listing Agreements, the Company obtains certificates from a practicing Company Secretary on a half-yearly basis to the effect that all the transfers are completed within the stipulated period. A copy of such certificates so received is submitted to both the Stock Exchanges, where the shares of the Company are listed.
l. Dematerialization of Shares and Liquidity:
The Company has arrangements with National Securities Depositories Ltd (NSDL) and Central Depository Services India Ltd (CDSL) to establish electronic connectivity of its shares for script-less trading. As of 31st March 2015 - Total 67,22,375 (95.99%) number of shares were dematerialized with the following Depositories (ISIN No. INE583C01013)
• National Securities Depository Limited - 50,11,652 shares (71.56%)
• Central Depository Services Limited - 17,10,723 shares (24.43%)
m. Outstanding GDR's / ADR's / Warrants or any Convertible Instruments, Conversion date and likely impact on equity:
The Company has not issued any of the above instruments and therefore the impact on equity does not arise.
n. Location of Company's Plants:
Bhavanipuram, Mahankaligudem, Nalgonda Dist., Telangana - 508 218
Thermal Power Plant
Bhavanipuram, Mahankaligudem, Nalgonda Dist., Telangana - 508 218
Hydel Power Plant
GBC - 1, Head Regulator, Nekarikallu Adda Road, Narsaraopet, Guntur Dist., Andhra Pradesh - 522 601
Polepalli Village, Ramagiri Mandal, Ananthapur Dist., Andhra Pradesh
o. Address for Correspondence:
Shareholders can correspond with the Company or Registrar and Share Transfer Agent (RTA) as per the following:
Deccan Cements Limited Secretarial Department "Deccan Chambers", 6-3-666/B, Somajiguda, Hyderabad - 500 082 Phone - 040 - 23310168/552 Fax - 040 - 23318366 Email Id: firstname.lastname@example.org Website: www.deccancements.com
Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No: 31 & 32, Financial District, Gachibowli Hyderabad - 500 032 Telephone No: 040 - 67162222, Fax No: 040 - 23001153 email id : email@example.com website: www.karvycomputershare.com