26 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:45 PM
Deepak Fertilisers & Petrochemicals Corporation Ltd.

BSE

  • 261.70 6.95 (2.73%)
  • Vol: 142244
  • BSE Code: 500645
  • PREV. CLOSE
    254.75
  • OPEN PRICE
    257.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    257.90(185)

NSE

  • 260.35 0.00 (0%)
  • Vol: 665376
  • NSE Code: DEEPAKFERT
  • PREV. CLOSE
    260.35
  • OPEN PRICE
    259.85
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    260.35(2554)

Deepak Fertilisers & Petrochemicals Corporation Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

The Company firmly believes that business is built on ethical values and principles of transparency. Good Governance is an essential ingredient of any business, a way of life rather than a mere legal compulsion. The Company's philosophy of good Corporate Governance aims at establishing a system which will assist the management to fulfill its corporate objectives as well as to serve the best interest of the stakeholders at large viz. Shareholders, Customers, Employees, Society, Suppliers, Lenders etc.

MITTEES OF BOARD OF DIRECTORS

AUDIT COMMITTEE

Brief description of Terms of Reference:

The terms of reference of Audit Committee is in accordance with to Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 and Section 177 of Companies Act, 2013 which, inter alia, includes to oversee the Company's financial reporting process, to review Directors' Responsibility Statement, changes, if any, in accounting policies and reasons  for the same, qualifications in the draft audit report, performance & independence of statutory and internal auditors, reports of the Company's internal auditors, cost auditor and financial statements audited by the statutory auditors and also to review the information relating to Management Discussion and Analysis of financial statements and results of operations, statement of significant related party transactions, and internal control systems.

¦ Constitution : Constituted by the Board of Directors of the Company at  its meeting held on 24th January, 2000.

¦ Composition, Names of Members and record of : Consists of Independent Directors as under: attendance during the year

Besides the above, Chairman and Managing Director, Executive Director, CFO are permanent invitees to Audit Committee Meeting. The represetatives of Statutary Auditor, Internal Auditor and Cost Auditor attend such meeting of the Audit Committee where matters concerning them are discussed at length.

All members of Audit Committee are financially literate and have adequate accounting or related financial management expertise.

The Chairman of the Audit Committee was present at the Annual General Meeting held on 5th August, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Brief description of Terms of Reference:

To specifically look into redressal of complaints related to transfer of shares, non-receipt of dividends, non-receipt of annual report, etc. received from shareholders / investors and improve the efficiency in investors' service, wherever possible.

¦ Constitution : Constituted by the Board of Directors of the Company  at its meeting held on 22nd January, 2001.

¦ Composition, Names of Members and record of : Consists of Directors as under: attendance during the year

NOMINATION AND REMUNERATION COMMITTEE

Brief description of Terms of Reference:

The terms of reference of Nomination and Remuneration Committee is in accordance with Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, includes to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board of Directors their appointment / removal and shall carry out evaluation of every director’s performance and to formulate the criteria for determining qualifications, positive attributes and independence of directors and recommend to the Board of Directors policy relating to the remuneration for the directors, key managerial personnel and other senior employees.

? Constitution : Constituted by the Board of Directors of the Company at its meeting held on 31st July ,2014.

? Composition, Names of Members and record of attendance during the year : Consists of Independent Directors as under

? PROJECT COMMITTEE

Brief description of Terms of Reference:

The terms of reference of Project Committee, inter alia, includes, to evaluate periodically projects proposed to be taken up by the Company, to review ongoing projects and recommend to the Board of Directors for consideration and approval of new projects.

? Constitution : Constituted by the Board of Directors of the Company with effect from 15th July, 2003.

? Composition, Names of Members and record of attendance during the year

: Consists of Directors as under:

MANUFACTURING OPERATIONS REVIEW COMMITTEE

Brief description of Terms of Reference:

The terms of reference of Manufacturing Operations Review Committee, inter alia, includes, to review factory operations, safety, hazard and pollution / emissions periodically, to suggest initiatives for improving efficiencies and standards, to review internal audit reports pertaining to factory operations and to suggest corrective actions to take care of observations of the Internal Auditors.

? Constitution : Constituted by the Board of Directors of the Company with effect from 10th April, 2009.

? Composition, Names of Members and record of attendance during the year : Consists of Directors as under:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Brief description of Terms of Reference:

The terms of reference of Corporate Social Responsibility Committee (CSR), inter alia, includes, to formulate and recommend to the Board of Directors, a CSR Policy which shall indicate the activities to be undertaken by the Company as per the provisions of the Companies Act, 2013, approve & recommend to the Board of Directors the CSR budget for the activities referred to in CSR Policy of the Company and monitor the mechanism for CSR projects or programmes or activities undertaken by the

Company and Monitor the CSR Policy of the Company from time to time.

? Constitution : Constituted by the Board of Directors of the Company at its meeting held on 21st March, 2014.

? Composition, Names of Members and record of attendance during the year: Consists of Directors as under:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Brief description of Terms of Reference:

The terms of reference of Corporate Social Responsibility Committee (CSR), inter alia, includes, to formulate and recommend to the Board of Directors, a CSR Policy which shall indicate the activities to be undertaken by the Company as per the provisions of the Companies Act, 2013, approve & recommend to the Board of Directors the CSR budget for the activities referred to in CSR Policy of the Company and monitor the mechanism for CSR projects or programmes or activities undertaken by the

Company and Monitor the CSR Policy of the Company from time to time.

? Constitution : Constituted by the Board of Directors of the Company at its meeting held on 21st March, 2014.

? Composition, Names of Members and record of attendance during the year: : Consists of Directors as under:

? SHARE AND DEBENTURE TRANSFER COMMITTEE

The composition of the Share and Debenture Transfer Committee consits of a. Shri. S. C. Mehta b. Smt. Parul S. Mehta c. Shri. Vipin Agarwal d. Shri. Pranav Thakkar. The Committee has been constituted for considering the proposal of transfer, transmission, transposition of shares, issue of split, consolidated share certificates, remat of shares etc. During the year under review 51 meetings of Share and Debenture Transfer Committee were held.

? PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, the Board has carried out the annual performance evaluation of the Chairman, Directors, Board as well as its Committees for FY 2015-16.

The evaluation framework for assessing the performance of Chairman, Directors, Board as well as its Committees comprises, inter-alia, of the following criteria:

i. Directors bring an independent judgment on the Board’s discussions utilizing his knowledge and experience especially on issues related to strategy, operational performance and risk management.

ii. Directors demonstrate awareness and concerns about norms relating to Corporate Governance, disclosure and legal compliances.

iii. Directors contribute new ideas/insights on business issues raised by Management.

iv. Directors anticipate and facilitate deliberations on new issues that Management and the Board should consider.

v. The Board / Committee meetings are conducted in a manner which facilitates open discussions and robust debate on all key items of the agenda.

vi. The Board receives adequate and timely information to enable discussions/ decision making during Board meetings.

vii. The Board addresses interests of all stakeholders of the Company.

viii. The Committee is delivering on the defined objectives.

ix. The Committee has the right composition to deliver its objectives.

? MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 18th April, 2016, inter alia, to discuss:

1. The performance of Non-Independent Directors and the Board as a whole.

2. The performance of Executive Directors.

3. The quality, quantity and timeliness of flow of information between the Company Management and the Board of

Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. All the Independent Directors were present at the Meeting except Shri. D. Basu.

? FAMILIARISATION PROGRAMME FOR DIRECTORS

The Directors (Independent and Non-Independent) interact with Senior Management Personnel and are provided with all the information sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a constituent.

The role, rights, duties and responsibilities of Independent Directors have been incorporated in the Letters of Appointment issued to them. The amendments / updates in statutory provisions are informed from time to time.

The information with respect to the nature of industry in which the Company operates and business model of the Company, etc. is made known through various presentations on operational performance, strategy, budgets & business forecasts, etc. to the Board of Directors.

The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates to effectively fulfill their role as Directors of the Company.

The familiarization programme for directors has been posted on the website of the Company www.dfpcl.com.

? BOARD DIVERSITY

The Board of Directors (Board) ensures that a transparent Board nomination process is in place. The Company has various business sectors which serve different customer segments. Having members of the Board from different fields is therefore important for sustained commercial success of the Company. While selecting the Board members, the Company shall endeavour to include and make good use of diversity in the skills, qualification, age and professional and industry experience, irrespective of race, caste, creed, religion, disability or gender

¦ DISCLOSURES

i. Name & Designation of Compliance Officer: Shri Mandar Velankar, Assistant Company Secretary

ii. Details of Directors seeking appointment / re-appointment at the Annual General Meeting:

Name of Director: Smt. Parul S. Mehta; Age : 51 Years; Qualification : B.Com; Date of Appointment : 20th October, 2005; Expertise : Experience in the areas of corporate public relations and social welfare activities; Directorships as on 31st March, 2016 : Nova Synthetic Limited, Hightide Investments Private Limited: Membership of the Committees: She is a member of Corporate Social Responsibility (CSR) Committee of the Board of Directors; Shareholding in the Company: 40,45,226 Equity Shares of Rs. 10/- each.

iii. Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large:

During the year 2015-16, the Company had transactions with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The basis of related party transactions is placed before the Audit Committee. All these transactions with related parties were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no material related party transactions in terms of Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 during the financial year. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board of Directors has approved a 'Policy on Related Party Transactions' which has been uploaded on the Company's website: www.dfpcl.com

iv. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets during the last three years:

The Company has complied with the requirements of Stock Exchanges, SEBI and other authority on matters related to capital markets and no penalties / strictures have been imposed against the Company during the last three years.

v. Disclosures of compliance with mandatory requirements and adoption / non-adoption of non-mandatory requirements:

The Company has complied with all the mandatory requirements and has also adopted part of the non-mandatory requirements.

vi. Disclosures of relationships between Directors inter-se:

Smt. Parul S. Mehta is wife of Shri S. C. Mehta.

Except as mentioned above, none of the other Directors have any relation inter-se.

vii. Vigil Mechanism / Whistle Blower Policy:

The Company has adopted Vigil Mechanism / Whistle Blower Policy (Policy) as approved by the Board of Directors. The Policy encourages whistle blowing against unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Audit Committee and Board of Directors on quarterly basis review the complaints received by the competent authority received under the Policy.The Vigil Mechanism/Whistle Blower Policy has been posted on the website of the Company www.dfpcl.com

viii. Regulations for Prevention of Insider Trading:

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted the Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insider for its Directors, Officers and Specified Employees.

Shri Mandar Velankar, Asst. Company Secretary is the Compliance Officer under the said Policy.

ix. Material Subsidiaries:

The Company does not have any material subsidiary as defined under SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. However the Company has formulated the Material Subsidiary Policy and the same has been posted on the website of the Company www.dfpcl.com

¦ MEANS OF COMMUNICATION

The Company publishes its financial results every quarter in leading newspapers such as Business Standard and Sakal. The results are also displayed on the Company's website www.dfpcl.com

General Shareholder Information

1. Annual General Meeting

Day, Date, Time and Venue

Friday, 12th August, 2016 at 11.30 a.m.

MDC Auditorium, Yashwantrao Chavan Academy of Development Administration (YASHDA) Campus, Raj Bhavan Complex, Baner Road, Pune - 411 007

Results for first quarter ending June 30, 2016: Within 45 days from the end of the quarter

-Results for second quarter ending September 30, 2016 : Within 45 days from the end of the quarter

-Results for third quarter ending December 31, 2016 : Within 45 days from the end of the quarter

-Results for financial year ending March 31, 2017 : Within 60 days from the end of the financial year

3. Date of Book Closure : Saturday, 6th August, 2016 to Friday, 12th August, 2016 (both days inclusive)

4. Dividend Payment Date : Interim Dividend for the financial year 31st March, 2016 paid on 28th March, 2016

5. Registered Office and CIN : Opp. Golf Course, Shastri Nagar, Yerawada, Pune - 411 006.

CIN : L24121MH1979PLC021360

6. Corporate Office : Sai Hira, Survey No. 93, Mundhwa, Pune – 411036

7. Phone, Fax, E-mail : Phone : (020) 6645 8000, 26688117 Fax : (020) 26683723 Email : investorgrievance@dfpcl.com Website : www.dfpcl.com

8. Plant Location : Plot K-1, K-7 & K-8, MIDC Industrial Area, Taloja A. V. 410 208, Dist. Raigad, Maharashtra Phone : (022) 6768 4000, 6149 5001 Fax : (022) 2741 2413, 6149 5151

9. Registrar & Share Transfer Agent (RTA) and Address for investors’ Correspondence

: Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032

10. Phone, Fax, E-mail of RTA : Phone : (040) 6716 2222 Fax : (040) 2342 0814 E-mail : einward.ris@karvy.com

11. Listing on Stock Exchanges :

BSE Limited (BSE) and

National Stock Exchange of India Limited (NSE)

Annual Listing fee for financial year 2015-16 has been paid to both the Exchanges.

Stock Code BSE Limited (BSE): 500645

National Stock Exchange of India Limited (NSE) : DEEPAKFERT

Demat ISIN in NSDL and CDSL : INE501A01019

14. Share Transfer System:

As the members are aware, the Company has appointed Karvy Computershare Private Limited, as Registrar & Share Transfer  Agent (RTA) to handle dematerialisation of shares and physical share transfers as well as other share related activities of the Company.

The members are advised to correspond with the RTA at its office at Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032. Shares sent for transfer in physical form are registered and dispatched by our RTA within a maximum period of two weeks from receipt of the documents at its office, provided the documents are found to be in order. Shares under objection are returned within two weeks from receipt of the document.

15. Dematerialisation of Shares:

The shares of the Company are traded in dematerialised form. 8,15,13,647 Equity Shares (92.41% of paid-up capital) held by 51,234 shareholders (50.03% of total number of shareholders) have been dematerialised as on 31st March, 2016.

16. Outstanding GDRs, ADRs, Warrants or any Convertible Instruments etc.: Nil

17. Electronic Clearing System (ECS) / National Electronic Clearing Service (NECS):

The Company through its various communications in the past, had requested its members to furnish ECS / NECS mandate so as to enable the Company to credit the dividend directly to the shareholder's bank account. The Company has been remitting the dividend through ECS / NECS to those who had registered ECS / NECS mandate with the Company. However, in certain cases, although the members had furnished the ECS / NECS mandate, the remittance of dividend could not be effected through ECS / NECS at certain centers since adequate facility for crediting the amount was not available at those centers. In such cases, the dividend is being paid through dividend warrants with the bank account details printed on the warrants. The Company will remit the dividend through ECS / NECS whenever facilities are made available at those centers.

RBI vide its Circular dated 25th June, 2009 had introduced NECS which aims at increasing efficiency and simplification of the ECS process. RBI has also directed the member banks to update their systems and information pertaining to the bank account numbers of their customers. In view of the above, members holding shares in physical form desirous of receiving dividend electronically through NECS but have not updated / furnished mandate details are requested to obtain the prescribed mandate form from the Company's RTA and submit the same to the RTA duly filled in and signed for registration.

Investors holding shares under demat segment are requested to check NECS mandate registered with the respective Depository Participants and ensure correctness for prompt credit of dividend amount to their accounts.

18. Unclaimed / Outstanding dividend on equity shares:

To facilitate investors who have not claimed the dividend amount for earlier years on the Equity Shares from the Company, details of the unclaimed amount are being displayed on the Ministry of Corporate Affairs (MCA) website: www.iepf.gov.in

Investors are requested to browse the said site to find out the outstanding amount, if any, and claim the same from the Company, before transfer to the Investor Education and Protection Fund as per the provisions of the Companies Act, 2013.