REPORT ON CORPORATE GOVERNANCE
Company's Philosophy on Code of Corporate Governance:
Dhanlaxmi Cotex Limited (DCL) is committed to the adoption of the best governance practices and its adherence in the true spirit, at all times. The Company emphasizes on maintaining highest respect for the laws of the land and the rights of its stakeholders - both of which are the fundamental platforms on which the decision making powers of the Board of Directors.
A. Board of Directors:
Size and Composition of the Board:
The Composition of the Board is in conformity with the requirements of the Corporate Governance Code of the Listing Agreement with the Stock Exchange. The Board of Directors of the Company consists of optimal combination of Executive, Non-executive and Independent Directors.
The present strength of the Board is Five Directors comprising of Two (2) Executive Directors and Three (3) NonExecutive out of which two are Independent Director. The Chairman of the Board is an Independent Director.
B. Board Meetings and Attendance of Directors:
The Board meets at least once in a quarter to consider amongst other business the performance of the Company and quarterly financial results. When necessary, additional meetings are held. Agenda for each meeting along with explanatory notes are drafted and distributed well in advance to the Directors. Every Board Member is free to suggest the inclusion of items on the agenda.
During the year ended 31st March, 2015, the Board meetings were held five times i.e. on30th May, 2014, 12th
C. Board Committees:
To enable better and more focused attention on the affairs of the Corporation, the Board delegates particular matters to Committees of the Board set up for the purpose. The Committees prepare the groundwork for decision making and report at the subsequent Board meeting.
The Board is responsible for the constitution, co-opting and fixing the terms of reference for Committee members of the said Committees.
1. Audit Committee:
As required under Section 177 of the Companies Act, 2013, read with the provisions of Clause 49 of the Listing Agreement, the Board has constituted an Audit Committee
The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal control and financial reporting process and inter-alia performs the following functions:
i. overseeing the Company's financial reporting process and disclosure of financial information to ensure that the financial Statements are correct, sufficient and credible;
ii. recommending the appointment and removal of the external Auditors, fixation of Audit fee and approval for payment of any other services;
iii. reviewing with management the Annual financial Statements before submission to the Board;
iv. reviewing with the management and external Auditors, the adequacy of internal control systems;
v. reviewing the adequacy of Cost Audit function;
vi. discussing with Cost Auditors any significant findings and follow up on such issues;
vii. discussing with the external Auditors before the Audit commences on the nature and scope of Audit, as
well as having post Audit discussion to ascertain the area of concern, if any;
viii. reviewing the Company's financial and risk management policies; and
ix. examining reasons for substantial default in the payment to Shareholders (in case of non-payment of declared dividends) and creditors, if any.
D. Audit Committee Meetings and Attendance for the
2. Nomination and Remuneration Committee:
(a) The broad terms of reference of the Nomination and Remuneration is to ensure that the remuneration practices of the Company in respect of the Senior Executives including the Executive Directors are competitive keeping in view prevalent compensation packages so as to recruit and retain suitable individual(s) in such capacity.
(c) Remuneration Policy:
Some of the Non-Executive Directors are paid sitting fees for each meeting of the Board attended by them. The appointment and remuneration of the Managing Director is governed by resolutions passed by the Board of Directors and shareholders of the Company, which covers terms of such appointment, read with the service rules of the Company. Remuneration paid to the Managing Director &Whole-time Director are recommended by the Remuneration Committee, approved by the Board and is within the limits set by the shareholders at the General Meetings.
During the financial year ended 31st March 2015, the Nomination and Remuneration Committee at their meeting held on 30thAMrch 2015 recommended the appointed Ms. Kamla R. Jhawar as Woman Director of the Company and approved the re-appointment and remuneration of the Managing and Whole-time Director of the Company.'
Presently, the Company does not have any stock option plan or performance linked incentives for its Directors
3. Shareholders/Investors Grievance Committee:
The Shareholders / Investor Grievance Committee looks into the redressal of shareholder and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and recommends measures to improve the level of investor services.
The Company has set up a Shareholders / Investors Grievance Committee consisting of Two Non-Executive Directors, both of them being Independent Directors and One Executive Director. The Chairman of the said Committee is a Non-Executive, Independent Director
* There are no transactions of material nature with Directors/Promoters or any related entity, which will have any potential conflict with the interests of the Company at large except the transactions mentioned under the Annexure to the Auditor's Report which form a part of the Auditors' Report for the year ended 31st March, 2015.
* There is no non-compliance by the Company or any penalties, structures imposed by the Stock Exchange, SEBI or any other Statutory Authority on any matter related to capital markets, during the last three years period.
* The Company has not established the non- mandatory requirement of Whistle Blower Policy. However, the Company's personnel have access to the Chairman of the Audit Committee in cases such as concerns about unethical behavior, frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee.
* The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement and has framed the Remuneration Committee which is amongst the Non-Mandatory Requirements.
F. Means of Communication to the Shareholders:
The quarterly results of the Company are published in Financial Express (English Language) and Mahanayak (Marathi Language). As the results of the Company are published in the newspapers, half-yearly reports are not sent to each household of shareholders. The quarterly results as well as the proceedings of the Annual General Meeting are submitted to Bombay Stock Exchange Limited immediately after the conclusion of the respective meeting. No presentations were made to the institutional investors or to analysts during the year under review.
G. Certificate on Corporate governance:
As required by Clause 49 of the Listing Agreement, a certificate issued by Mr.Ramesh Chandra Mishra, Practicing Company Secretaries, regarding Compliance with Corporate Governance norms is given as an Annexure to Directors Report.
Whistle Blower Policy and Access of personnel to the Audit Committee:
The Company has not established the non-mandatory requirement of Whistle Blower Policy. However, the Company's personnel have access to the Chairman of the Audit Committee in cases such as concerns about unethical behavior, frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee.
Compliance with the Mandatory requirements and Implementation of the Non-mandatory requirements:
The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement. The Company has not implemented the non-mandatory requirements, except the constitution of Remuneration Committee, enlisted by way of annexure to Clause 49 of the listing agreement.
H. CEO Declaration:
The Managing Director of the Company has certified positively to the Board on the matters specified under the Listing Agreement.
I. GENERAL SHAREHOLDERS' INFORMATION:
1. Date, time and venue of Annual General Wednesday, 30th September 2015 at 4.00 P.M.285, 2nd Floor,
Meeting of Shareholders C.J. House, Princess Street,Mumbai- 400 002.
2. Dates of book closures 25thSeptember, 2015 to 29th September, 2015 (both days inclusive)
3. Financial Calendar Financial Reporting for quarter ended: (tentative and subject to change)
30th June,2015 : By mid August, 2015
30th September, 2015: By Mid November, 2015
31st December, 2015 : By Mid February, 2016
31st March, 2016 : By end of May, 2016
(Audited Accounts)Annual General Meeting foryear ended
31st March 2015 : By 30th September, 2015.
4. Listing on Stock Exchanges Bombay Stock Exchange Limited
5. Stock Exchange Code : 512485
6. Demat ISIN No. in NSDL & CDSL: INE977F01010
7. Listing fees Paid for year : 2014 – 2015
10. Share Transfer System:
Shares sent for physical transfer are generally registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respects. The Share Transfer committee of the Company meets as often as required. Most of the Share Transfers are handled by the Registrar and Transfer Agents and timely reports are sent by them to the Company in respect of transfers that have taken place for the approval of the Shareholders Grievance Committee in its Meeting. 20000 shares transferred in physical form during the year 2014-15.
11. Dematerialization of shares and liquidity:
The Company has established required connectivity with Central Depository Services (India) Limited and National Securities Depository Limited and the same are available in electronic segment under ISIN No.INE977F01010.
Whistle Blower Policy and Access of personnel to the Audit Committee:
The Company has established a Whistle Blower Policy. The Company's personnel have access to the Chairman of the Audit Committee in cases such as concerns about unethical behavior, frauds and other grievances.
12. Outstanding GDR's/ADR's /Warrants or any Convertible Instruments, conversion date and likely impact on Equity:
There are no GDR's / ADR's / Warrants or any convertible instruments pending conversion or any other instrument likely to impact the Equity Share Capital of the Company.
13. Registrar and Share Transfer Agents:
Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai 400 072. TelNo. 28473474/28470653/28473747. Fax No: 091-022-28475207 E-mail: email@example.com